10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 2021

or 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-34364

OFFICE PROPERTIES INCOME TRUST

(Exact Name of Registrant as Specified in Its Charter) 

Maryland	26-4273474
(State of Organization)	(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634

(Address of Principal Executive Offices)                                                       (Zip Code)

Registrant’s Telephone Number, Including Area Code 617-219-1440

Securities registered pursuant to Section 12(b) of the Act:

Title Of Each Class	Trading Symbol(s)	Name Of Each Exchange On Which Registered
Common Shares of Beneficial Interest	OPI	The Nasdaq Stock Market LLC
6.375% Senior Notes due 2050	OPINL	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

The aggregate market value of the voting common shares of beneficial interest, $.01 par value, or common shares, of the registrant held by non-affiliates was approximately $1.4 billion based on the $29.31 closing price per common share on The Nasdaq Stock Market LLC on June 30, 2021. For purposes of this calculation, an aggregate of 866,731 common shares held directly by, or by affiliates of, the trustees and the executive officers of the registrant have been included in the number of common shares held by affiliates.

Number of the registrant’s common shares outstanding as of February 15, 2022: 48,425,665.

References in this Annual Report on Form 10-K to the Company, OPI, we, us or our mean Office Properties Income Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2021.

Warning Concerning Forward-Looking Statements

This Annual Report on Form 10-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Forward-looking statements in this Annual Report on Form 10-K relate to various aspects of our business, including:

•The duration and severity of the COVID-19 pandemic and its impact on us and our tenants and our tenants’ ability and willingness to pay us rent,

•Our expectations about the financial strength of our tenants,

•The likelihood that our rents will increase when we renew or extend our leases or enter new leases,

•Our belief that we are in a position to opportunistically recycle and deploy capital,

•Our expectations that the diversity and other characteristics of our property portfolio and our financial resources will result in our ability to successfully withstand the COVID-19 pandemic,

•The likelihood that our tenants will renew or extend their leases and not exercise early termination options pursuant to their leases or that we will obtain replacement tenants, on terms as favorable to us as our prior leases,

•The likelihood that our tenants will be negatively affected by cyclical economic conditions or government budget constraints and, if so, the impact that may have on their ability and willingness to lease our properties and pay us rent,

•Our ability to successfully execute our capital recycling program,

•The expectation that, as a result of the COVID-19 pandemic, leasing activity may remain volatile until office property market conditions meaningfully improve and stabilize,

•Our ability to pay distributions to our shareholders and to maintain or increase the amount of such distributions,

•Our expectations regarding occupancy at our properties,

•Our expectations regarding our future financial performance including funds from operations, or FFO, normalized funds from operations, or Normalized FFO, or net operating income, or NOI,

•Our expectations regarding demand for leased space,

•Our expectations regarding capital expenditures,

•Our expectation that there will be opportunities for us to acquire, and that we will acquire, additional properties primarily leased to single or majority tenants and tenants with high credit quality characteristics,

•Our expectations regarding the costs and timing of our development, redevelopment and repositioning activities,

•Our ability to compete for acquisitions and tenancies effectively,

•Our sales and acquisitions of properties,

•Our policies and plans regarding investments, financings and dispositions,

•Our ability to appropriately balance our use of debt and equity capital,

•The future availability of borrowings under our revolving credit facility,

•Our ability to raise debt or equity capital,

•Our ability to pay interest on and principal of our debt,

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•Our ability to maintain sufficient liquidity during the duration of the COVID-19 pandemic and any resulting economic downturn,

•Our credit ratings,

•Our expectation that we benefit from our relationships with The RMR Group LLC, or RMR LLC,

•The credit qualities of our tenants,

•Our qualification for taxation as a real estate investment trust, or REIT,

•Changes in federal or state tax laws, and

•Other matters.

Our actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Risks, uncertainties and other factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, FFO, Normalized FFO, NOI, cash flows, liquidity and prospects include, but are not limited to:

•The impact of conditions in the economy, including the COVID-19 pandemic and its aftermath, and the capital markets on us and our tenants,

•Competition within the real estate industry, particularly in those markets in which our properties are located,

•The impact of changes in the real estate needs and financial conditions of our tenants,

•Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,

•The impact of any U.S. government shutdown on our ability to collect rents or pay our operating expenses, debt obligations and distributions to shareholders on a timely basis,

•Actual and potential conflicts of interest with our related parties, including our Managing Trustees, RMR LLC, Sonesta International Hotels Corporation, or Sonesta, and others affiliated with them,

•Limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes, and

•Acts of terrorism, outbreaks of pandemics, including the COVID-19 pandemic, or other manmade or natural disasters beyond our control.

For example:

•Our ability to make or sustain distributions to our shareholders and to make payments of principal and interest on our indebtedness depends upon a number of factors, including our receipt of rent from our tenants, our future earnings, the capital costs we incur to lease our properties and our working capital requirements. We may be unable to pay our debt obligations or to maintain our current rate of distributions on our common shares and future distributions may be reduced or eliminated,

•Our ability to grow our business and increase our distributions depends in large part upon our ability to buy properties and lease them for rents, less their property operating costs, that exceed our capital costs. We may be unable to identify properties that we want to acquire, and we may fail to reach agreement with the sellers and complete the purchases of any properties we want to acquire. In addition, any properties we may acquire may not provide us with rents less property operating costs that exceed our capital costs or achieve our expected returns,

•We may fail to maintain, or we may elect to change our distribution rate. Our Board of Trustees considers many factors when setting distribution rates, including our historical and projected income, Normalized FFO, cash available for distribution, the then current and expected needs and availability of cash to pay our obligations and fund our investments, distributions which may be required to be paid to maintain our qualification for taxation as a REIT and

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other factors deemed relevant by our Board of Trustees. Accordingly, future distribution rates may be increased or decreased and there is no assurance as to the rate at which future distributions will be paid,

•We expect to selectively sell properties from time to time when we determine our continued ownership or ongoing required capital expenditures will not achieve desired returns or when we believe we can successfully pursue more desirable opportunities than retaining those properties. We cannot be sure we will sell any of these properties or what the terms of any sales may be or that we will acquire replacement properties that improve our asset quality or our ability to increase our distributions to shareholders,

•We may not receive the amounts we expect for properties we seek to sell,

•We may not succeed in managing leverage at levels we believe appropriate,

•Some of our tenants may not renew expiring leases or they may exercise their rights, if any, to vacate their space before the stated expirations of their leases, and we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties,

•Rents that we can charge at our properties may decline upon renewals or expirations because of changing market conditions or otherwise,

•Leasing for some of our properties depends on a single or majority tenant and we may be adversely affected by the bankruptcy, insolvency, a downturn of business or a lease termination of a single or majority tenant at these properties,

•Our belief that there is a likelihood that tenants may renew or extend our leases prior to their expirations whenever they have made significant investments in the leased properties, or because those properties may be of strategic importance to them, may not be realized,

•Overall new leasing volume may remain volatile. In addition, if the COVID-19 pandemic and resulting economic impact continue for an extended period or worsen, our tenants may become unable to pay rent or they may elect to not renew their leases with us. Further, some of our government leases provide the tenant with certain rights to terminate their lease early. Budgetary and other fiscal pressures may result in some governmental tenants terminating their leases early or not renewing their leases. In addition, the COVID-19 pandemic has caused changes in workplace practices, including increased remote work arrangements. To the extent those practices become permanent or increased, leasing demand for office space may decline. As a result of these factors, our tenant retention levels could decline and we may experience reduced rent or incur increased costs under future new or renewal leases,

•Our belief that we are well positioned to opportunistically recycle and deploy capital may not be realized. We may fail to identify and execute on opportunities to deploy capital and any deployment of capital we may make may not result in the returns that we expect,

•Our perception that activity prior to the outbreak of the COVID-19 pandemic suggested that the government had begun to shift its leasing strategy to include longer term leases and that the government was actively exploring 10 to 20 year lease terms at renewal, in some instances, may mistakenly imply that these activities are indicative of a trend or broader change in government leasing strategy or practices that will recommence after the COVID-19 pandemic ends. Further, even if such a trend or change were to recommence, that trend or change may not be sustained by the government,

•Contingencies in our acquisition and sale agreements, if any, may not be satisfied and any expected acquisitions and sales and any related lease arrangements we expect to enter may not occur, may be delayed or the terms of such transactions or arrangements may change,

•We expect to pursue accretively growing our property portfolio. However, we may not succeed in making acquisitions that are accretive and future acquisitions could be dilutive,

•The competitive advantages we believe we have may not in fact exist or provide us with the advantages we expect. We may fail to maintain any of these advantages or our competition may obtain or increase their competitive advantages relative to us,

•We intend to conduct our business activities in a manner that will afford us reasonable access to capital for investment and financing activities. However, we may not succeed in this regard and we may not have reasonable access to capital,

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•Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions that we may be unable to satisfy,

•Actual costs under our revolving credit facility will be higher than the stated rate plus a premium because of fees and expenses associated with such debt,

•The interest rates payable under our floating rate debt obligations depend upon our credit ratings. If our credit ratings are downgraded, our borrowing costs will increase,

•Our ability to access debt capital and the cost of our debt capital will depend in part on our credit ratings. If our credit ratings are downgraded, we may not be able to access debt capital or the debt capital we can access may be expensive,

•We may be unable to repay our debt obligations when they become due,

•The maximum borrowing availability under our revolving credit facility may be increased to up to $1.95 billion in certain circumstances; however, increasing the maximum borrowing availability under our revolving credit facility is subject to our obtaining additional commitments from lenders, which may not occur,

•We have the option to extend the maturity date of our revolving credit facility upon payment of a fee and meeting other conditions; however, the applicable conditions may not be met,

•We may incur significant costs to prepare a property for tenancy, particularly for single or majority tenant properties,

•We may spend more for capital expenditures than we currently expect, including as a result of inflation, supply chain challenges or otherwise, and we plan to spend more for capital expenditures than we have in the past,

•We may fail to obtain development rights or entitlements that we may seek for development and other projects we may wish to conduct at our properties,

•Our existing joint ventures and any additional joint ventures we may enter into in the future may not be successful,

•Any development, redevelopment or repositioning projects we undertake may be unsuccessful, may require greater capital expenditures or other costs than we project or may take significant time to complete, including as a result of inflation, supply chain challenges or otherwise,

•We believe that we are well positioned to weather the present COVID-19 pandemic conditions in the economy and the real estate industry. However, the full extent of the future impact of the COVID-19 pandemic to us is unknown and we may not realize similar or better operating results in the future,

•The business and property management agreements between us and RMR LLC have continuing 20 year terms. However, those agreements permit early termination in certain circumstances. Accordingly, we cannot be sure that these agreements will remain in effect for continuing 20 year terms,

•We expect that we will benefit from RMR LLC’s Environmental, Social and Governance, or ESG, program and initiatives. However, we may not realize the benefits we expect from such program and initiatives and we or RMR LLC may not succeed in meeting existing or future standards regarding ESG,

•We believe that our relationships with our related parties, including RMR LLC, Sonesta and others affiliated with them, may benefit us and provide us with competitive advantages in operating and growing our business. However, the advantages we believe we may realize from these relationships may not materialize, and

•It is difficult to accurately estimate leasing related obligations and costs of property development, redevelopment or repositioning and tenant improvement costs. Our unspent leasing related obligations and development, redevelopment or repositioning costs may cost more and may take longer to complete than we currently expect, and we may incur increased amounts for these and similar purposes in the future.

Currently unexpected results could occur due to many different circumstances, some of which are beyond our control, such as the COVID-19 pandemic and its aftermath, changes in our tenants’ needs for leased space, the ability of the U.S. and state governments to approve spending bills to fund their obligations, acts of terrorism, natural disasters, climate change and climate related events or changes in capital markets or the economy generally.

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The information contained elsewhere in this Annual Report on Form 10-K or in our other filings with the Securities and Exchange Commission, or SEC, including under the caption “Risk Factors”, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon our forward-looking statements.

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Statement Concerning Limited Liability

The amended and restated declaration of trust establishing Office Properties Income Trust, dated June 8, 2009, as amended, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Office Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Office Properties Income Trust. All persons dealing with Office Properties Income Trust in any way shall look only to the assets of Office Properties Income Trust for the payment of any sum or the performance of any obligation.

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OFFICE PROPERTIES INCOME TRUST

2021 FORM 10-K ANNUAL REPORT

Table of Contents

		Page
	Part I
Item 1.	Business	1
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	41
Item 2.	Properties	42
Item 3.	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	43
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	[Reserved]	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 8.	Financial Statements and Supplementary Data	62
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	62
Item 9A.	Controls and Procedures	62
Item 9B.	Other Information	63
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	63
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	63
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13.	Certain Relationships and Related Transactions, and Director Independence	64
Item 14.	Principal Accountant Fees and Services	64
	Part IV
Item 15.	Exhibits and Financial Statement Schedules	65
Item 16.	Form 10-K Summary	67
	Signatures

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PART I

Item 1. Business

Our Company

We are a real estate investment trust, or REIT, formed in 2009 under Maryland law. As of December 31, 2021, our wholly owned properties were comprised of 178 properties containing approximately 23.3 million rentable square feet (all square footage amounts included within this Annual Report on Form 10-K are unaudited) and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties containing approximately 0.4 million rentable square feet. As of December 31, 2021, our properties have an undepreciated carrying value of approximately $3.9 billion and a depreciated carrying value of approximately $3.4 billion, excluding properties classified as held for sale. As of December 31, 2021, our properties were leased to 333 different tenants, with a weighted average remaining lease term (based on annualized rental income as defined below) of approximately 5.9 years. The U.S. government is our largest tenant, representing approximately 19.5% of our annualized rental income as of December 31, 2021. 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 December 31, 2021, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.

Our principal executive offices are located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and our telephone number is (617) 219-1440.

Our Business Strategy

Our business plan is to focus on owning and leasing high quality office properties to tenants with high credit quality characteristics in select, growth-oriented U.S. markets. We seek to maintain or selectively develop our properties, extend or enter new leases as leases approach expiration as well as enter new leases for our vacant space and selectively acquire additional properties.

As our lease expirations approach, we will attempt to renew our leases with existing tenants or to enter leases with new tenants, in both circumstances at rents equal to or higher than the rents we now receive. Our ability to renew leases with our existing tenants or to enter new leases with new tenants and the rents we are able to charge will depend in large part upon market conditions, which are beyond our control. For our properties that are leased to single or majority tenants, because of the capital improvements in which many of these tenants have invested and because many of our properties that are leased to single or majority tenants appear to have strategic importance to the tenants’ businesses, we believe that there is a greater likelihood that these tenants will renew or extend their leases when they expire as compared to tenants that have not invested capital into a property or where the property location may not be strategic to its business. However, we also believe that if a property previously occupied by a single or majority tenant becomes vacant, it may take longer and cost more to reposition that property or to locate a replacement tenant than compared to space for lease in a multi-tenant property because in place improvements designed specifically for the needs of the prior single or majority tenant may not suit a replacement tenant’s needs.

We expect to selectively sell properties from time to time when we determine our continued ownership or ongoing required capital expenditures will not achieve desired returns or when we believe we can successfully pursue more desirable opportunities than retaining those properties. We also expect to use sales proceeds to acquire new properties that we believe will help us reduce the average age of our properties, lengthen our weighted average lease term, reduce our ongoing capital requirements and/or increase our distributions to shareholders. We refer to this as our capital recycling program.

Our Growth Strategy

Our internal growth strategy is to attempt to increase the rents we receive from our current properties and to increase occupancy by leasing vacant space. To achieve rent or occupancy increases we may invest in our properties through development, redevelopment or repositioning activities or through improvements requested by existing tenants or to induce lease renewals or new tenant leases when our current leases expire or vacant space is leased. However, as noted above, our ability to increase occupancy or to maintain or increase the rents we receive from our current properties will depend in large part upon market conditions, which are beyond our control.

Our external growth strategy is defined by our investment policies, including our capital recycling program, and our acquisition, disposition and financing policies. 

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Our Investment Policies

Our primary investment objectives include acquiring properties that produce yields that are greater than the yields of properties we are disposing in connection with our capital recycling program, as well as acquiring properties with yields that are greater than our cost of capital, with a goal of (1) improving the asset quality of our portfolio by reducing the average age of our properties, lengthening the weighted average term of our leases and increasing the likelihood of retaining our tenants, and (2) increasing our distributions to shareholders. To achieve these objectives, we seek to: (a) invest in institutional quality properties with high credit quality tenants; (b) use proceeds from our capital recycling program to fund additional investments and to manage leverage at levels we believe appropriate; (c) when market conditions permit, refinance debt with long term debt or additional equity; and (d) pursue diversification so that our cash flow from operations comes from diverse properties and tenants.

Acquisition Policies. We currently intend to focus our investments primarily in U.S. office properties in markets we believe have strong economic fundamentals to support growth, including (1) properties leased to a single or majority tenant that are strategic to that tenant and which may include built-to-suit, specialty use or corporate or regional headquarters and properties where the tenant has invested meaningful capital, with a minimum remaining lease term of at least seven years and (2) properties with specialty uses where remote work is less likely to occur. We also expect to seek investments primarily in first generation properties where we believe there is a reasonably high likelihood of renewing the tenants in place and where we expect ongoing capital needs to be relatively modest when compared to older properties.

We expect to use the extensive nationwide resources of our manager, The RMR Group LLC, or RMR LLC, to locate and manage the acquisition of such properties. We expect most of our future acquisitions will be office properties; however, we may consider acquiring other types of properties, including properties with specialty uses and properties which have a mix of retail or housing uses, or acquiring properties with the purpose of redeveloping them in conjunction with properties we own. We also expect to further diversify our sources of rents, which we expect would improve the security of our revenues.

In implementing our acquisition strategy, we consider a range of factors relating to proposed property purchases, including:

•the return on the properties being sold to finance acquisitions or property developments, redevelopments or repositionings compared to the projected returns we may realize by owning the property we would acquire or develop, redevelop or reposition;

•our cost of capital compared to the projected returns we may realize by owning the property;

•the pricing of comparable properties as evidenced by recent arm’s length market sales;

•the strategic fit of the property with the rest of our properties and how it may strategically improve key attributes of our portfolio, including alignment with our Environmental, Social and Governance, or ESG, principles;

•the ongoing and expected capital requirements for the property;

•the market location of the property and our assessment of rent growth for that market;

•the likelihood of the tenant(s) renewing at lease expiration;

•the type of property (e.g., single tenant or multi-tenant, etc.);

•the growth, tax and regulatory environments of the market in which the property is located;

•the occupancy and demand for similar properties in the same or nearby markets;

•the current or potential market position of the property;

•the historic and projected rents received and likely to be received from the property;

•the historic and expected operating expenses, incurred and expected to be incurred at the property;

•the remaining term of the lease(s) at the property and other lease terms;

•the industry(ies) in which the tenant(s) operate;

•the experience and credit quality of the property’s tenant(s);

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•the current and expected future space utilization at the property by its tenant(s);

•the construction quality, physical condition, age and design of the property;

•the use and size of the property;

•the price at which the property may be acquired or redeveloped;

•the estimated replacement cost of the property; and

•the existence of alternative sources, uses or needs for our capital, including our debt leverage.

Other Acquisitions. We prefer wholly owned investments in fee interests. However, we may invest in leaseholds, joint ventures, mortgages and other real estate interests. We currently own 51% and 50% interests in two unconsolidated joint ventures. In the future, we may invest in or enter into additional real estate joint ventures if we conclude that by doing so we may benefit from the participation of co-venturers, or that our opportunity to participate in the investment is contingent on the use of a joint venture structure or that pre-existing joint venture arrangements may be part of an acquisition we wish to make. We may invest in participating, convertible or other types of mortgages if we conclude that by doing so, we may benefit from the cash flow or appreciation in the value of a property which is not available for purchase.

We have in the past considered, and may in the future consider, the possibility of entering into mergers or strategic combinations with other companies. The principal goals of any such transaction will be to increase our cash flow from operations and to further diversify our revenue sources.

We have no policies which specifically limit the percentage of our assets that may be invested in any individual property, in any one type of property, in properties managed by or leased to any one entity, in properties managed by or leased to any affiliated group of entities or in securities of one or more other persons.

Our Board of Trustees may change our acquisition policies without a vote of, or notice to, our shareholders.

Disposition Policies. We expect to sell properties, from time to time, in order to recycle capital into properties that we believe have better long term earnings potential. We make disposition decisions based on a number of factors including, but not limited to, the following:

•the estimated sales price or value we may receive by selling the property;

•the capital required to maintain the property;

•our intended use of the proceeds we may realize from the sale of a property;

•our expectation regarding tenant lease renewals or the likelihood of finding (a) replacement tenant(s) if the property has significant vacancies or is likely to become substantially vacant;

•our evaluation of future rent for the property relative to leasing costs;

•the strategic fit of the property or investment with the rest of our portfolio;

•the remaining length of the current lease(s) and its (their) other terms;

•the potential costs associated with finding (a) replacement tenant(s), including tenant improvements, leasing commissions and concessions, the cost to operate the property while vacant and building improvement capital, as compared to our projected returns from future rents;

•the occupancy of the property;

•the future expected space utilization of the tenant(s) and the potential impact that may have on occupancy at the property;

•whether the property’s tenant(s) is (are) current on its (their) lease obligation(s);

•our evaluation of the property’s tenant(s) ability to pay its (their) contractual rents;

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•the tax implications to us and our shareholders of any proposed dispositions;

•our financial position and needs from time to time; and

•the existence of alternative sources, uses or needs for capital, including our debt leverage.

Our Board of Trustees may change our disposition policies without a vote of, or notice to, our shareholders.

For more information regarding our investing activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Annual Report on Form 10-K.

Our Financing Policies

To qualify for taxation as a REIT under the United States Internal Revenue Code of 1986, as amended, or the IRC, we must distribute at least 90% of our annual REIT taxable income (excluding net capital gains). Accordingly, we generally will not be able to retain sufficient cash to fund our operations, repay our debts, invest in our properties and fund acquisitions and development, redevelopment and repositioning efforts. We expect to use proceeds from our capital recycling program to fund acquisitions and development, redevelopment and repositioning efforts and to manage leverage at levels we believe appropriate. We also expect to repay our debts, invest in our properties and fund acquisitions and development, redevelopment and repositioning efforts with borrowings under our revolving credit facility (as defined below), proceeds from debt or equity securities we may issue or retained cash from operations that may exceed our distributions paid. To the extent we obtain additional debt financing, we may do so on an unsecured or a secured basis. We may seek to obtain lines of credit or to issue securities senior to our common shares, including preferred shares or debt securities, which may be convertible into our common shares or be accompanied by warrants to purchase our common shares or to pursue joint venture financing arrangements. We may also finance acquisitions by assuming debt or through the issuance of equity or other securities. The proceeds from any of our financings may be used to pay distributions, to provide working capital, to refinance existing indebtedness or to finance acquisitions or property developments, redevelopments or repositionings.

Although there are no limitations in our organizational documents on the type or amount of indebtedness we may incur, the borrowing limitations established by the covenants in the credit agreement governing our revolving credit facility, or our credit agreement, and our senior unsecured notes indentures and their supplements currently restrict our ability to incur indebtedness and require us to comply with certain financial and other covenants. However, we may seek to amend these covenants or seek replacement financings with less restrictive covenants. In the future, we may decide to seek changes in the financial covenants which currently restrict our debt leverage based upon then current economic conditions, the relative availability and costs of debt versus equity capital and our need for capital to take advantage of acquisition opportunities or otherwise.

We currently have a $750.0 million unsecured revolving credit facility, or our revolving credit facility, that we use for working capital and general business purposes, including to fund acquisitions and development, redevelopment and repositioning efforts on an interim basis until we may refinance with term debt or equity. In some instances, we may assume outstanding mortgage debt in connection with our acquisitions or place new mortgages on properties we own. For more information regarding our financing sources and activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Annual Report on Form 10-K.

Generally, we intend to manage our leverage in a way that may allow us to maintain “investment grade” ratings from nationally recognized rating organizations. However, we cannot be sure that we will be able to maintain our investment grade ratings in the future.

Our Board of Trustees may change our financing policies at any time without a vote of, or notice to, our shareholders.

Other Information

Employees. We have no employees. Services which would otherwise be provided to us by employees are provided by RMR LLC and by our Managing Trustees and officers. As of December 31, 2021, RMR LLC had approximately 600 full time employees in its headquarters and regional offices located throughout the United States.

Our Manager. The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, RMR LLC. 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., a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. David Blackman resigned as our President and Chief Executive Officer, effective December 31, 2020, and as a Managing Trustee, effective June 17, 2021. In replacement of Mr. Blackman, Christopher J. Bilotto was appointed as our President and

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Chief Operating Officer, effective January 1, 2021, and Jennifer Clark was elected as a Managing Trustee on June 17, 2021. Mr. Bilotto is an officer and employee of RMR LLC, Ms. Clark is a managing director and an executive officer of RMR Inc. and an officer and employee of RMR LLC, and each of our other officers is also an officer and employee of RMR LLC. Our day to day operations are conducted by RMR LLC. RMR LLC originates and presents investment and divestment opportunities to our Board of Trustees and provides management and administrative services to us. RMR LLC has a principal place of business at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and its telephone number is (617) 796-8390.

RMR LLC is an alternative asset management company that is focused on commercial real estate and related businesses. RMR LLC or its subsidiaries also act as a manager to other publicly traded real estate companies, privately held real estate funds and real estate related operating businesses. As of the date of this Annual Report on Form 10-K, the executive officers of RMR LLC are: Adam D. Portnoy, President and Chief Executive Officer; Jennifer B. Clark, Executive Vice President, General Counsel and Secretary; Jennifer F. Francis, Executive Vice President, Matthew P. Jordan, Executive Vice President, Chief Financial Officer and Treasurer; John G. Murray, Executive Vice President; and Jonathan M. Pertchik, Executive Vice President. Our President and Chief Operating Officer, Christopher J. Bilotto, is a Senior Vice President of RMR LLC. Our Chief Financial Officer and Treasurer, Matthew C. Brown, is also a Senior Vice President of RMR LLC. Other officers of RMR LLC also serve as officers of other companies to which RMR LLC or its subsidiaries provide management services.

Corporate Sustainability. Since our inception in 2009, we have been guided by ESG principles, and believe corporate sustainability must be a strategic focus alongside our focus on economic performance. Our sustainability practices, which align with those of our manager, RMR LLC — minimizing our impact on the environment, embracing the communities where we operate and attracting top professionals — are critical elements supporting our long-term success.

We recognize our responsibility to minimize the impact of our business on the environment and seek to preserve natural resources and maximize efficiencies in order to reduce the impact the properties we own have on the planet. Our environmental sustainability strategies and best practices help to mitigate our properties’ environmental footprint, optimize operational efficiency and enhance our competitiveness in the marketplace. We seek to obtain certifications that measure progress in environmental sustainability, which helps to benchmark performance and mitigate risk.

We and our manager, RMR LLC, drive value, manage risk and benchmark the performance of our properties by effectively capturing and managing data through real-time energy monitoring, or RTM. RTM facilitates advanced data analytics and access to detect faults and inefficiencies in equipment operations faster meanwhile enhancing building system control in a cost-effective and scalable way. RMR LLC’s RTM program captures 30 of our properties totaling approximately 51% of our annual electricity spend and generated $1.5 million in annual savings.

Our energy performance programs drive down energy consumption and reduce carbon emissions of our properties. Lower energy use and emissions reduce our properties' potential exposure to policies that call for a carbon tax or other emissions-based penalties. Our existing business practices are intended to align with the Task Force on Climate-related Financial Disclosures framework across both physical and transition risks and opportunities.

With respect to our development and redevelopment activities, RMR LLC considers how to best incorporate ESG as part of the overall goal of any development or redevelopment project at our properties. Each potential project’s design phase begins with an evaluation of potential environmental certifications, including Leadership in Energy and Environmental Design, or LEED®, and the WELL Building Standard criteria, among others. This process also includes sustained outreach to the respective municipality and surrounding communities to garner feedback and understand local concerns. Project requirements are then aligned with planning objectives established by neighborhood associations and permitting boards.

In reaction to the Energy Policy Act of 2005, the U.S. government has instituted “green lease” policies which include the “Promotion of Energy Efficiency and Use of Renewable Energy” as one of the factors it considers when leasing property. The Energy Independence and Security Act of 2007 also allows the General Services Administration, or GSA, to give preference to properties for lease that have received an “ENERGY STAR” certification. The ENERGY STAR program is a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy which is focused on promoting energy efficient products and properties. Properties that reach a specified level of energy efficiency may receive the ENERGY STAR recognition for a period of 12 months before the requirement that they be recertified. Furthermore, certain properties are not eligible for ENERGY STAR certification. For example, lab uses, medical office properties and properties less than 50% occupied cannot be ENERGY STAR certified. As of February 15, 2022, we have submitted 47 of our properties containing 7.4 million rentable square feet (32.4% and 37.0% of our eligible properties and eligible rentable square feet, respectively) for consideration for ENERGY STAR certification. Of the 47 properties submitted for consideration, 43 have been awarded and none have been denied.

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The U.S. Government’s “green lease” policies also permit government tenants to require LEED® designation in selecting new premises or renewing leases at existing premises. The LEED® designation program is administered by the U.S. Green Building Council, a nonprofit organization focused on promoting environmental sustainability for the built environment. Properties that reach specified levels of sustainability may receive a LEED® designation. As of December 31, 2021, 39 of our properties containing 6.2 million rentable square feet (21.9% and 26.8% of our total properties and total rentable square feet, respectively) were LEED® designated.

In an effort to reduce the effects of any increased energy costs in the future, we continuously study ways to improve the energy efficiency at all of our properties. Our manager, RMR LLC, is a member of the “ENERGY STAR” partner program, and a member of the U.S. Green Building Council. We believe our effort to obtain additional ENERGY STAR labels and/or LEED® designations and manage our properties in a sustainable manner benefits our business while also bettering the environment. Additionally, RMR LLC releases an annual Sustainability Report, which summarizes the ESG initiatives RMR LLC and its clients, including OPI, employ. RMR LLC’s Sustainability Report may be accessed on RMR Inc.’s website at www.rmrgroup.com/corporate-sustainability/default.aspx. The information on or accessible through RMR Inc.’s website is not incorporated by reference into this Annual Report on Form 10-K.

For more information, see “Risk Factors—Risks Related to Our Business—Third party expectations relating to ESG factors may impose additional costs and expose us to new risks” included in Part I, Item 1A of this Annual Report on Form 10-K.

Environmental Matters. Ownership of real estate is subject to risks associated with environmental matters. Prior to acquiring properties, we perform environmental site assessments during due diligence and where there are concerns we do additional monitoring and periodic assessments. We require our tenants to maintain compliance with environmental laws and we also monitor any known conditions. Although we do not believe that there are environmental conditions at any of our properties that will materially and adversely affect us, we cannot be sure that such conditions or costs we may be required to incur in the future to address environmental contamination will not materially and adversely affect us.

Board Diversity. As of December 31, 2021, our Board of Trustees was comprised of eight Trustees, of which six were independent trustees and four, or 50%, were female.

Competition. Investing in and operating real estate properties is a highly competitive business. We compete against publicly traded and private REITs, numerous financial institutions, individuals and public and private companies, including entities funded by both domestic and foreign capital, who are actively engaged in this business. Some of our competitors may have greater financial and other resources, or lower costs of capital than us. Also, we compete for investments based on a number of factors, including purchase prices, closing terms, underwriting criteria and our and RMR LLC’s reputations. Our ability to successfully compete is also materially impacted by the availability and cost of capital to us. We do not believe we have a dominant position in any of the geographic markets in which we operate, but some of our competitors are dominant in selected markets. We believe the experience and abilities of our management and our manager, the quality of our properties, the diversity and credit qualities of our tenants, and the structure of our leases may afford us some competitive advantages and allow us to operate our business successfully despite the competitive nature of our business. For additional information about competition and other risks associated with our business, see “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.

Leases. We have leases with government entities, including the U.S. government, state governments and other government tenants as well as non-government tenants. Some of our leases allow government and non-government tenants to vacate the leased premises before the stated expirations of their leases with little or no liability, or with penalty, by exercising early termination rights. For additional information about tenants’ rights to terminate leases early, see “Risk Factors—Risks Related to Our Business—Some tenants have the right to terminate their leases prior to their lease expiration date” included in Part I, Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Property Operations” included in Part II, Item 7 of this Annual Report on Form 10-K.

Other Matters. Legislative and regulatory developments may occur at the federal, state and local levels that have direct or indirect impact on the ownership, leasing and operation of our properties. We may need to make expenditures, to the extent these costs are not paid by our tenants, due to changes in government regulations, or the application of such regulations to our properties, including the Americans with Disabilities Act, fire and safety regulations, building codes, land use regulations or environmental regulations on containment, abatement or removal.

Segment Information. As of December 31, 2021, we had one operating segment: direct ownership of real estate properties. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included

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in Part II, Item 7 of this Annual Report on Form 10-K and our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Internet Website. Our internet website address is www.opireit.com. Copies of our governance guidelines, our code of business conduct and ethics, or our Code of Conduct, and the charters of our audit, compensation and nominating and governance committees are posted on our website and also may be obtained free of charge by writing to our Secretary, Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts, 02458-1634. We also have a policy outlining procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters and a governance hotline accessible on our website that shareholders can use to report concerns or complaints about accounting, internal accounting controls or auditing matters or violations or possible violations of our Code of Conduct. We make available, free of charge, through the “Investors” section of our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after these forms are filed with, or furnished to, the Securities and Exchange Commission, or SEC. Any material we file with or furnish to the SEC is also maintained on the SEC website, www.sec.gov. Security holders may send communications to our Board of Trustees or individual Trustees by writing to the party for whom the communication is intended at c/o Secretary, Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 or by email at secretary@opireit.com. Our website address is included several times in this Annual Report on Form 10-K as a textual reference only. The information on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K or other documents we file with, or furnish to, the SEC. We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Those disclosures will be included on our website in the “Investors” section. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary of material United States federal income tax considerations is based on existing law and is limited to investors who own our shares as investment assets rather than as inventory or as property used in a trade or business. The summary does not discuss all of the particular tax considerations that might be relevant to you if you are subject to special rules under federal income tax law, for example if you are:

•a bank, insurance company or other financial institution;

•a regulated investment company or REIT;

•a subchapter S corporation;

•a broker, dealer or trader in securities or foreign currencies;

•a person who marks-to-market our shares for U.S. federal income tax purposes;

•a U.S. shareholder (as defined below) that has a functional currency other than the U.S. dollar;

•a person who acquires or owns our shares in connection with employment or other performance of services;

•a person subject to alternative minimum tax;

•a person who acquires or owns our shares as part of a straddle, hedging transaction, constructive sale transaction, constructive ownership transaction or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction;

•a person who owns 10% or more (by vote or value, directly or constructively under the IRC) of any class of our shares;

•a U.S. expatriate;

•a non-U.S. shareholder (as defined below) whose investment in our shares is effectively connected with the conduct of a trade or business in the United States;

•a nonresident alien individual present in the United States for 183 days or more during an applicable taxable year;

•a “qualified shareholder” (as defined in Section 897(k)(3)(A) of the IRC);

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•a “qualified foreign pension fund” (as defined in Section 897(l)(2) of the IRC) or any entity wholly owned by one or more qualified foreign pension funds;

•a person subject to special tax accounting rules as a result of their use of applicable financial statements (within the meaning of Section 451(b)(3) of the IRC); or

•except as specifically described in the following summary, a trust, estate, tax-exempt entity or foreign person.

The sections of the IRC that govern the federal income tax qualification and treatment of a REIT and its shareholders are complex. This presentation is a summary of applicable IRC provisions, related rules and regulations, and administrative and judicial interpretations, all of which are subject to change, possibly with retroactive effect. Future legislative, judicial or administrative actions or decisions could also affect the accuracy of statements made in this summary. We have not received a ruling from the U.S. Internal Revenue Service, or the IRS, with respect to any matter described in this summary, and we cannot be sure that the IRS or a court will agree with all of the statements made in this summary. The IRS could, for example, take a different position from that described in this summary with respect to our acquisitions, operations, valuations, restructurings or other matters, which, if a court agreed, could result in significant tax liabilities for applicable parties. In addition, this summary is not exhaustive of all possible tax considerations and does not discuss any estate, gift, state, local or foreign tax considerations. For all these reasons, we urge you and any holder of or prospective acquiror of our shares to consult with a tax advisor about the federal income tax and other tax consequences of the acquisition, ownership and disposition of our shares. Our intentions and beliefs described in this summary are based upon our understanding of applicable laws and regulations that are in effect as of the date of this Annual Report on Form 10-K. If new laws or regulations are enacted which impact us directly or indirectly, we may change our intentions or beliefs.

Your federal income tax consequences generally will differ depending on whether or not you are a “U.S. shareholder.” For purposes of this summary, a “U.S. shareholder” is a beneficial owner of our shares that is:

•an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under the federal income tax laws;

•an entity treated as a corporation for federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•an estate the income of which is subject to federal income taxation regardless of its source; or

•a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or, to the extent provided in Treasury regulations, a trust in existence on August 20, 1996 that has elected to be treated as a domestic trust;

whose status as a U.S. shareholder is not overridden by an applicable tax treaty. Conversely, a “non-U.S. shareholder” is a beneficial owner of our shares that is not an entity (or other arrangement) treated as a partnership for federal income tax purposes and is not a U.S. shareholder.

If any entity (or other arrangement) treated as a partnership for federal income tax purposes holds our shares, the tax treatment of a partner in the partnership generally will depend upon the tax status of the partner and the activities of the partnership. Any entity (or other arrangement) treated as a partnership for federal income tax purposes that is a holder of our shares and the partners in such a partnership (as determined for federal income tax purposes) are urged to consult their own tax advisors about the federal income tax consequences and other tax consequences of the acquisition, ownership and disposition of our shares.

Taxation as a REIT

We have elected to be taxed as a REIT under Sections 856 through 860 of the IRC, commencing with our 2009 taxable year. Our REIT election, assuming continuing compliance with the then applicable qualification tests, has continued and will continue in effect for subsequent taxable years. Although we cannot be sure, we believe that from and after our 2009 taxable year we have been organized and have operated, and will continue to be organized and to operate, in a manner that qualified us and will continue to qualify us to be taxed as a REIT under the IRC.

As a REIT, we generally are not subject to federal income tax on our net income distributed as dividends to our shareholders. Distributions to our shareholders generally are included in our shareholders’ income as dividends to the extent of our available current or accumulated earnings and profits. Our dividends are not generally entitled to the preferential tax rates on qualified dividend income, but a portion of our dividends may be treated as capital gain dividends or as qualified dividend

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income, all as explained below. In addition, for taxable years beginning before 2026 and pursuant to the deduction-without-outlay mechanism of Section 199A of the IRC, our noncorporate U.S. shareholders that meet specified holding period requirements are generally eligible for lower effective tax rates on our dividends that are not treated as capital gain dividends or as qualified dividend income. No portion of any of our dividends is eligible for the dividends received deduction for corporate shareholders. Distributions in excess of our current or accumulated earnings and profits generally are treated for federal income tax purposes as returns of capital to the extent of a recipient shareholder’s basis in our shares, and will reduce this basis. Our current or accumulated earnings and profits are generally allocated first to distributions made on our preferred shares, of which there are none outstanding at this time, and thereafter to distributions made on our common shares. For all these purposes, our distributions include cash distributions, any in kind distributions of property that we might make, and deemed or constructive distributions resulting from capital market activities (such as some redemptions), as described below.

Our counsel, Sullivan & Worcester LLP, is of the opinion that we have been organized and have qualified for taxation as a REIT under the IRC for our 2009 through 2021 taxable years, and that our current and anticipated investments and plan of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT under the IRC. Our counsel’s opinions are conditioned upon the assumption that our leases, our declaration of trust, and all other legal documents to which we have been or are a party have been and will be complied with by all parties to those documents, upon the accuracy and completeness of the factual matters described in this Annual Report on Form 10-K and upon representations made by us to our counsel as to certain factual matters relating to our organization and operations and our expected manner of operation. If this assumption or a description or representation is inaccurate or incomplete, our counsel’s opinions may be adversely affected and may not be relied upon. The opinions of our counsel are based upon the law as it exists today, but the law may change in the future, possibly with retroactive effect. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, neither Sullivan & Worcester LLP nor we can be sure that we will qualify as or be taxed as a REIT for any particular year. Any opinion of Sullivan & Worcester LLP as to our qualification or taxation as a REIT will be expressed as of the date issued. Our counsel will have no obligation to advise us or our shareholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. Also, the opinions of our counsel are not binding on either the IRS or a court, and either could take a position different from that expressed by our counsel.

Our continued qualification and taxation as a REIT will depend upon our compliance with various qualification tests imposed under the IRC and summarized below. While we believe that we have satisfied and will satisfy these tests, our counsel does not review compliance with these tests on a continuing basis. If we fail to qualify for taxation as a REIT in any year, then we will be subject to federal income taxation as if we were a corporation taxed under subchapter C of the IRC, or a C corporation, and our shareholders will be taxed like shareholders of regular C corporations, meaning that federal income tax generally will be applied at both the corporate and shareholder levels. In this event, we could be subject to significant tax liabilities, and the amount of cash available for distribution to our shareholders could be reduced or eliminated.

If we continue to qualify for taxation as a REIT and meet the tests described below, then we generally will not pay federal income tax on amounts that we distribute to our shareholders. However, even if we continue to qualify for taxation as a REIT, we may still be subject to federal tax in the following circumstances, as described below:

•We will be taxed at regular corporate income tax rates on any undistributed “real estate investment trust taxable income,” determined by including our undistributed ordinary income and net capital gains, if any.

•If we have net income from the disposition of “foreclosure property,” as described in Section 856(e) of the IRC, that is held primarily for sale to customers in the ordinary course of a trade or business or other nonqualifying income from foreclosure property, we will be subject to tax on this income at the highest regular corporate income tax rate.

•If we have net income from “prohibited transactions”—that is, dispositions at a gain of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors—we will be subject to tax on this income at a 100% rate.

•If we fail to satisfy the 75% gross income test or the 95% gross income test discussed below, due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to tax at a 100% rate on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year.

•If we fail to satisfy any of the REIT asset tests described below (other than a de minimis failure of the 5% or 10% asset tests) due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as

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a REIT because of specified cure provisions, we will be subject to a tax equal to the greater of $50,000 or the highest regular corporate income tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail the test.

•If we fail to satisfy any provision of the IRC that would result in our failure to qualify for taxation as a REIT (other than violations of the REIT gross income tests or violations of the REIT asset tests described below) due to reasonable cause and not due to willful neglect, we may retain our qualification for taxation as a REIT but will be subject to a penalty of $50,000 for each failure.

•If we fail to distribute for any calendar year at least the sum of 85% of our REIT ordinary income for that year, 95% of our REIT capital gain net income for that year and any undistributed taxable income from prior periods, we will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amounts actually distributed.

•If we acquire a REIT asset where our adjusted tax basis in the asset is determined by reference to the adjusted tax basis of the asset in the hands of a C corporation, under specified circumstances we may be subject to federal income taxation on all or part of the built-in gain (calculated as of the date the property ceased being owned by the C corporation) on such asset. We generally do not expect to sell assets if doing so would result in the imposition of a material built-in gains tax liability; but if and when we do sell assets that may have associated built-in gains tax exposure, then we expect to make appropriate provision for the associated tax liabilities on our financial statements.

•If we acquire a corporation in a transaction where we succeed to its tax attributes, to preserve our qualification for taxation as a REIT we must generally distribute all of the C corporation earnings and profits inherited in that acquisition, if any, no later than the end of our taxable year in which the acquisition occurs. However, if we fail to do so, relief provisions would allow us to maintain our qualification for taxation as a REIT provided we distribute any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution.

•Our subsidiaries that are C corporations, including our “taxable REIT subsidiaries”, as defined in Section 856(l) of the IRC, or TRSs, generally will be required to pay federal corporate income tax on their earnings, and a 100% tax may be imposed on any transaction between us and one of our TRSs that does not reflect arm’s length terms.

•We have acquired entities by merger that formerly qualified for taxation as REITs. If it is determined that one of these entities failed to satisfy one or more of the REIT tests described below before their respective mergers into us, the IRS might allow us, as such entity’s successor, the same opportunity for relief as though we were the remediating REIT. In such case, such entity would be deemed to have retained its qualification for taxation as a REIT and the relevant penalties or sanctions for remediation would fall upon us in a manner comparable to the above.

If we fail to qualify for taxation as a REIT in any year, then we will be subject to federal income tax in the same manner as a regular C corporation. Further, as a regular C corporation, distributions to our shareholders will not be deductible by us, nor will distributions be required under the IRC. Also, to the extent of our current and accumulated earnings and profits, all distributions to our shareholders will generally be taxable as ordinary dividends potentially eligible for the preferential tax rates discussed below under the heading “—Taxation of Taxable U.S. Shareholders” and, subject to limitations in the IRC, will be potentially eligible for the dividends received deduction for corporate shareholders. Finally, we will generally be disqualified from taxation as a REIT for the four taxable years following the taxable year in which the termination of our REIT status is effective. Our failure to qualify for taxation as a REIT for even one year could result in us reducing or eliminating distributions to our shareholders, or in us incurring substantial indebtedness or liquidating substantial investments in order to pay the resulting corporate-level income taxes. Relief provisions under the IRC may allow us to continue to qualify for taxation as a REIT even if we fail to comply with various REIT requirements, all as discussed in more detail below. However, it is impossible to state whether in any particular circumstance we would be entitled to the benefit of these relief provisions.

REIT Qualification Requirements

General Requirements. Section 856(a) of the IRC defines a REIT as a corporation, trust or association:

(1)that is managed by one or more trustees or directors;

(2)the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;

(3)that would be taxable, but for Sections 856 through 859 of the IRC, as a domestic C corporation;

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(4)that is not a financial institution or an insurance company subject to special provisions of the IRC;

(5)the beneficial ownership of which is held by 100 or more persons;

(6)that is not “closely held,” meaning that during the last half of each taxable year, not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer “individuals” (as defined in the IRC to include specified tax-exempt entities); and

(7)that meets other tests regarding the nature of its income and assets and the amount of its distributions, all as described below.

Section 856(b) of the IRC provides that conditions (1) through (4) must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Although we cannot be sure, we believe that we have met conditions (1) through (7) during each of the requisite periods ending on or before the close of our most recently completed taxable year, and that we will continue to meet these conditions in our current and future taxable years. To help comply with condition (6), our declaration of trust restricts transfers of our shares that would otherwise result in concentrated ownership positions. These restrictions, however, do not ensure that we have previously satisfied, and may not ensure that we will in all cases be able to continue to satisfy, the share ownership requirements described in condition (6). If we comply with applicable Treasury regulations to ascertain the ownership of our outstanding shares and do not know, or by exercising reasonable diligence would not have known, that we failed condition (6), then we will be treated as having met condition (6). Accordingly, we have complied and will continue to comply with these regulations, including by requesting annually from holders of significant percentages of our shares information regarding the ownership of our shares. Under our declaration of trust, our shareholders are required to respond to these requests for information. A shareholder that fails or refuses to comply with the request is required by Treasury regulations to submit a statement with its federal income tax return disclosing its actual ownership of our shares and other information.

For purposes of condition (6), an “individual” generally includes a natural person, a supplemental unemployment compensation benefit plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes, but does not include a qualified pension plan or profit-sharing trust. As a result, REIT shares owned by an entity that is not an “individual” are considered to be owned by the direct and indirect owners of the entity that are individuals (as so defined), rather than to be owned by the entity itself. Similarly, REIT shares held by a qualified pension plan or profit-sharing trust are treated as held directly by the individual beneficiaries in proportion to their actuarial interests in such plan or trust. Consequently, five or fewer such trusts could own more than 50% of the interests in an entity without jeopardizing that entity’s qualification for taxation as a REIT.

The IRC provides that we will not automatically fail to qualify for taxation as a REIT if we do not meet conditions (1) through (6), provided we can establish that such failure was due to reasonable cause and not due to willful neglect. Each such excused failure will result in the imposition of a $50,000 penalty instead of REIT disqualification. This relief provision may apply to a failure of the applicable conditions even if the failure first occurred in a year prior to the taxable year in which the failure was discovered.

Our Wholly Owned Subsidiaries and Our Investments Through Partnerships. Except in respect of a TRS as discussed below, Section 856(i) of the IRC provides that any corporation, 100% of whose stock is held by a REIT and its disregarded subsidiaries, is a qualified REIT subsidiary and shall not be treated as a separate corporation for U.S. federal income tax purposes. The assets, liabilities and items of income, deduction and credit of a qualified REIT subsidiary are treated as the REIT’s. We believe that each of our direct and indirect wholly owned subsidiaries, other than the TRSs discussed below (and entities whose equity is owned in whole or in part by such TRSs), will be either a qualified REIT subsidiary within the meaning of Section 856(i)(2) of the IRC or a noncorporate entity that for federal income tax purposes is not treated as separate from its owner under Treasury regulations issued under Section 7701 of the IRC, each such entity referred to as a QRS. Thus, in applying all of the REIT qualification requirements described in this summary, all assets, liabilities and items of income, deduction and credit of our QRSs are treated as ours, and our investment in the stock and other securities of such QRSs will be disregarded.

We have invested and may in the future invest in real estate through one or more entities that are treated as partnerships for federal income tax purposes. In the case of a REIT that is a partner in a partnership, Treasury regulations under the IRC provide that, for purposes of the REIT qualification requirements regarding income and assets described below, the REIT is generally deemed to own its proportionate share, based on respective capital interests, of the income and assets of the partnership (except that for purposes of the 10% value test, described below, the REIT’s proportionate share of the partnership’s assets is based on its proportionate interest in the equity and specified debt securities issued by the partnership). In addition, for these purposes, the character of the assets and items of gross income of the partnership generally remains the same in the hands of the REIT. In

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contrast, for purposes of the distribution requirements discussed below, we must take into account as a partner our share of the partnership’s income as determined under the general federal income tax rules governing partners and partnerships under Subchapter K of the IRC.

Subsidiary REITs. We have invested and may invest in real estate through one or more entities that are intended to qualify for taxation as REITs. When a subsidiary qualifies for taxation as a REIT separate and apart from its REIT parent, the subsidiary’s shares are qualifying real estate assets for purposes of the REIT parent’s 75% asset test described below. However, failure of the subsidiary to separately satisfy the various REIT qualification requirements described in this summary or that are otherwise applicable (and failure to qualify for the applicable relief provisions) would generally result in (a) the subsidiary being subject to regular U.S. corporate income tax, as described above, and (b) the REIT parent’s ownership in the subsidiary (i) ceasing to be qualifying real estate assets for purposes of the 75% asset test and (ii) becoming subject to the 5% asset test, the 10% vote test and the 10% value test generally applicable to a REIT’s ownership in corporations other than REITs and TRSs. In such a situation, the REIT parent’s own REIT qualification and taxation could be jeopardized on account of the subsidiary’s failure cascading up to the REIT parent, all as described below under the heading “—Asset Tests”. We have made and expect to make protective TRS elections with respect to our subsidiary REITs and may implement other protective arrangements intended to avoid a cascading REIT failure if any of our intended subsidiary REITs were not to qualify for taxation as a REIT, but we cannot be sure that such protective elections or other arrangements will be effective to avoid or mitigate the resulting adverse consequences to us.

Taxable REIT Subsidiaries. As a REIT, we are permitted to own any or all of the securities of a TRS, provided that no more than 20% of the total value of our assets, at the close of each quarter, is comprised of our investments in the stock or other securities of our TRSs. Very generally, a TRS is a subsidiary corporation other than a REIT in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a TRS. A TRS is taxed as a regular C corporation, separate and apart from any affiliated REIT. Our ownership of stock and other securities in our TRSs is exempt from the 5% asset test, the 10% vote test and the 10% value test discussed below.

In addition, any corporation (other than a REIT and other than a QRS) in which a TRS directly or indirectly owns more than 35% of the voting power or value of the outstanding securities is automatically a TRS (excluding, for this purpose, certain “straight debt” securities). Subject to the discussion below, we believe that we and each of our TRSs have complied with, and will continue to comply with, the requirements for TRS status at all times during which the subsidiary’s TRS election is intended to be in effect, and we believe that the same will be true for any TRS that we later form or acquire.

As discussed below, TRSs can perform services for our tenants without disqualifying the rents we receive from those tenants under the 75% gross income test or the 95% gross income test discussed below. Moreover, because our TRSs are taxed as C corporations that are separate from us, their assets, liabilities and items of income, deduction and credit generally are not imputed to us for purposes of the REIT qualification requirements described in this summary. Therefore, our TRSs may generally conduct activities that would be treated as prohibited transactions or would give rise to nonqualified income if conducted by us directly.

Restrictions and sanctions are imposed on TRSs and their affiliated REITs to ensure that the TRSs will be subject to an appropriate level of federal income taxation. For example, if a TRS pays interest, rent or other amounts to its affiliated REIT in an amount that exceeds what an unrelated third party would have paid in an arm’s length transaction, then the REIT generally will be subject to an excise tax equal to 100% of the excessive portion of the payment. Further, if in comparison to an arm’s length transaction, a third-party tenant has overpaid rent to the REIT in exchange for underpaying the TRS for services rendered, and if the REIT has not adequately compensated the TRS for services provided to or on behalf of the third-party tenant, then the REIT may be subject to an excise tax equal to 100% of the undercompensation to the TRS. A safe harbor exception to this excise tax applies if the TRS has been compensated at a rate at least equal to 150% of its direct cost in furnishing or rendering the service. Finally, the 100% excise tax also applies to the underpricing of services provided by a TRS to its affiliated REIT in contexts where the services are unrelated to services for REIT tenants. We cannot be sure that arrangements involving our TRSs will not result in the imposition of one or more of these restrictions or sanctions, but we do not believe that we or our TRSs are or will be subject to these impositions.

Income Tests. We must satisfy two gross income tests annually to maintain our qualification for taxation as a REIT. First, at least 75% of our gross income for each taxable year must be derived from investments relating to real property, including “rents from real property” within the meaning of Section 856(d) of the IRC, interest and gain from mortgages on real property or on interests in real property, income and gain from foreclosure property, gain from the sale or other disposition of real property (including specified ancillary personal property treated as real property under the IRC), or dividends on and gain from the sale or disposition of shares in other REITs (but excluding in all cases any gains subject to the 100% tax on prohibited transactions). When we receive new capital in exchange for our shares or in a public offering of our five-year or longer debt instruments, income attributable to the temporary investment of this new capital in stock or a debt instrument, if received or

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accrued within one year of our receipt of the new capital, is generally also qualifying income under the 75% gross income test. Second, at least 95% of our gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of stock or securities, or any combination of these. Gross income from our sale of property that we hold primarily for sale to customers in the ordinary course of business, income and gain from specified “hedging transactions” that are clearly and timely identified as such, and income from the repurchase or discharge of indebtedness is excluded from both the numerator and the denominator in both gross income tests. In addition, specified foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests.

In order to qualify as “rents from real property” within the meaning of Section 856(d) of the IRC, several requirements must be met:

•The amount of rent received generally must not be based on the income or profits of any person, but may be based on a fixed percentage or percentages of receipts or sales.

•Rents generally do not qualify if the REIT owns 10% or more by vote or value of stock of the tenant (or 10% or more of the interests in the assets or net profits of the tenant, if the tenant is not a corporation), whether directly or after application of attribution rules. We generally do not intend to lease property to any party if rents from that property would not qualify as “rents from real property,” but application of the 10% ownership rule is dependent upon complex attribution rules and circumstances that may be beyond our control. Our declaration of trust generally disallows transfers or purported acquisitions, directly or by attribution, of our shares to the extent necessary to maintain our qualification for taxation as a REIT under the IRC. Nevertheless, we cannot be sure that these restrictions will be effective to prevent our qualification for taxation as a REIT from being jeopardized under the 10% affiliated tenant rule. Furthermore, we cannot be sure that we will be able to monitor and enforce these restrictions, nor will our shareholders necessarily be aware of ownership of our shares attributed to them under the IRC’s attribution rules.

•There is a limited exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant where the tenant is a TRS. If at least 90% of the leased space of a property is leased to tenants other than TRSs and 10% affiliated tenants, and if the TRS’s rent to the REIT for space at that property is substantially comparable to the rents paid by nonaffiliated tenants for comparable space at the property, then otherwise qualifying rents paid by the TRS to the REIT will not be disqualified on account of the rule prohibiting 10% affiliated tenants.

•In order for rents to qualify, a REIT generally must not manage the property or furnish or render services to the tenants of the property, except through an independent contractor from whom it derives no income or through one of its TRSs. There is an exception to this rule permitting a REIT to perform customary management and tenant services of the sort that a tax-exempt organization could perform without being considered in receipt of “unrelated business taxable income” as defined in Section 512(b)(3) of the IRC, or UBTI. In addition, a de minimis amount of noncustomary services provided to tenants will not disqualify income as “rents from real property” as long as the value of the impermissible tenant services does not exceed 1% of the gross income from the property.

•If rent attributable to personal property leased in connection with a lease of real property is 15% or less of the total rent received under the lease, then the rent attributable to personal property will qualify as “rents from real property;” if this 15% threshold is exceeded, then the rent attributable to personal property will not so qualify. The portion of rental income treated as attributable to personal property is determined according to the ratio of the fair market value of the personal property to the total fair market value of the real and personal property that is rented.

•In addition, “rents from real property” includes both charges we receive for services customarily rendered in connection with the rental of comparable real property in the same geographic area, even if the charges are separately stated, as well as charges we receive for services provided by our TRSs when the charges are not separately stated. Whether separately stated charges received by a REIT for services that are not geographically customary and provided by a TRS are included in “rents from real property” has not been addressed clearly by the IRS in published authorities; however, our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, “rents from real property” also includes charges we receive for services provided by our TRSs when the charges are separately stated, even if the services are not geographically customary. Accordingly, we believe that our revenues from TRS-provided services, whether the charges are separately stated or not, qualify as “rents from real property” because the services satisfy the geographically customary standard, because the services have been provided by a TRS, or for both reasons.

We believe that all or substantially all of our rents and related service charges have qualified and will continue to qualify as “rents from real property” for purposes of Section 856 of the IRC.

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Absent the “foreclosure property” rules of Section 856(e) of the IRC, a REIT’s receipt of active, nonrental gross income from a property would not qualify under the 75% and 95% gross income tests. But as foreclosure property, the active, nonrental gross income from the property would so qualify. Foreclosure property is generally any real property, including interests in real property, and any personal property incident to such real property:

•that is acquired by a REIT as a result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or when default was imminent on a lease of such property or on indebtedness that such property secured;

•for which any related loan acquired by the REIT was acquired at a time when the default was not imminent or anticipated; and

•for which the REIT makes a proper election to treat the property as foreclosure property.

Any gain that a REIT recognizes on the sale of foreclosure property held as inventory or primarily for sale to customers, plus any income it receives from foreclosure property that would not otherwise qualify under the 75% gross income test in the absence of foreclosure property treatment, reduced by expenses directly connected with the production of those items of income, would be subject to income tax at the highest regular corporate income tax rate under the foreclosure property income tax rules of Section 857(b)(4) of the IRC. Thus, if a REIT should lease foreclosure property in exchange for rent that qualifies as “rents from real property” as described above, then that rental income is not subject to the foreclosure property income tax.

Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is obtained from the IRS. However, this grace period terminates and foreclosure property ceases to be foreclosure property on the first day:

•on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property), or any nonqualified income under the 75% gross income test is received or accrued by the REIT, directly or indirectly, pursuant to a lease entered into on or after such day;

•on which any construction takes place on the property, other than completion of a building or any other improvement where more than 10% of the construction was completed before default became imminent and other than specifically exempted forms of maintenance or deferred maintenance; or

•which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income or a TRS.

Other than sales of foreclosure property, any gain that we realize on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business, together known as dealer gains, may be treated as income from a prohibited transaction that is subject to a penalty tax at a 100% rate. The 100% tax does not apply to gains from the sale of property that is held through a TRS, although such income will be subject to tax in the hands of the TRS at regular corporate income tax rates; we may therefore utilize our TRSs in transactions in which we might otherwise recognize dealer gains. Whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding each particular transaction. Sections 857(b)(6)(C) and (E) of the IRC provide safe harbors pursuant to which limited sales of real property held for at least two years and meeting specified additional requirements will not be treated as prohibited transactions. However, compliance with the safe harbors is not always achievable in practice. We attempt to structure our activities to avoid transactions that are prohibited transactions, or otherwise conduct such activities through TRSs; but, we cannot be sure whether or not the IRS might successfully assert that we are subject to the 100% penalty tax with respect to any particular transaction. Gains subject to the 100% penalty tax are excluded from the 75% and 95% gross income tests, whereas real property gains that are not dealer gains or that are exempted from the 100% penalty tax on account of the safe harbors are considered qualifying gross income for purposes of the 75% and 95% gross income tests.

We believe that any gain that we have recognized, or will recognize, in connection with our disposition of assets and other transactions, including through any partnerships, will generally qualify as income that satisfies the 75% and 95% gross income tests, and will not be dealer gains or subject to the 100% penalty tax. This is because our general intent has been and is to: (a) own our assets for investment (including through joint ventures) with a view to long-term income production and capital appreciation; (b) engage in the business of developing, owning, leasing and managing our existing properties and acquiring,

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developing, owning, leasing and managing new properties; and (c) make occasional dispositions of our assets consistent with our long-term investment objectives.

If we fail to satisfy one or both of the 75% gross income test or the 95% gross income test in any taxable year, we may nevertheless qualify for taxation as a REIT for that year if we satisfy the following requirements: (a) our failure to meet the test is due to reasonable cause and not due to willful neglect; and (b) after we identify the failure, we file a schedule describing each item of our gross income included in the 75% gross income test or the 95% gross income test for that taxable year. Even if this relief provision does apply, a 100% tax is imposed upon the greater of the amount by which we failed the 75% gross income test or the amount by which we failed the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year. This relief provision may apply to a failure of the applicable income tests even if the failure first occurred in a year prior to the taxable year in which the failure was discovered.

Based on the discussion above, we believe that we have satisfied, and will continue to satisfy, the 75% and 95% gross income tests outlined above on a continuing basis beginning with our first taxable year as a REIT.

Asset Tests. At the close of each calendar quarter of each taxable year, we must also satisfy the following asset percentage tests in order to qualify for taxation as a REIT for federal income tax purposes:

•At least 75% of the value of our total assets must consist of “real estate assets,” defined as real property (including interests in real property and interests in mortgages on real property or on interests in real property), ancillary personal property to the extent that rents attributable to such personal property are treated as rents from real property in accordance with the rules described above, cash and cash items, shares in other REITs, debt instruments issued by “publicly offered REITs” as defined in Section 562(c)(2) of the IRC, government securities and temporary investments of new capital (that is, any stock or debt instrument that we hold that is attributable to any amount received by us (a) in exchange for our stock or (b) in a public offering of our five-year or longer debt instruments, but in each case only for the one-year period commencing with our receipt of the new capital).

•Not more than 25% of the value of our total assets may be represented by securities other than those securities that count favorably toward the preceding 75% asset test.

•Of the investments included in the preceding 25% asset class, the value of any one non-REIT issuer’s securities that we own may not exceed 5% of the value of our total assets. In addition, we may not own more than 10% of the vote or value of any one non-REIT issuer’s outstanding securities, unless the securities are “straight debt” securities or otherwise excepted as discussed below. Our stock and other securities in a TRS are exempted from these 5% and 10% asset tests.

•Not more than 20% of the value of our total assets may be represented by stock or other securities of our TRSs.

•Not more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debt instruments” as defined in Section 856(c)(5)(L)(ii) of the IRC.

Our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, our investments in the equity or debt of a TRS of ours, to the extent that and during the period in which they qualify as temporary investments of new capital, will be treated as real estate assets, and not as securities, for purposes of the above REIT asset tests.

The above REIT asset tests must be satisfied at the close of each calendar quarter of each taxable year as a REIT. After a REIT meets the asset tests at the close of any quarter, it will not lose its qualification for taxation as a REIT in any subsequent quarter solely because of fluctuations in the values of its assets. This grandfathering rule may be of limited benefit to a REIT such as us that makes periodic acquisitions of both qualifying and nonqualifying REIT assets. When a failure to satisfy the above asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient nonqualifying assets within thirty days after the close of that quarter.

In addition, if we fail the 5% asset test, the 10% vote test or the 10% value test at the close of any quarter and we do not cure such failure within thirty days after the close of that quarter, that failure will nevertheless be excused if (a) the failure is de minimis and (b) within six months after the last day of the quarter in which we identify the failure, we either dispose of the assets causing the failure or otherwise satisfy the 5% asset test, the 10% vote test and the 10% value test. For purposes of this relief provision, the failure will be de minimis if the value of the assets causing the failure does not exceed $10,000,000. If our failure is not de minimis, or if any of the other REIT asset tests have been violated, we may nevertheless qualify for taxation as a REIT if (a) we provide the IRS with a description of each asset causing the failure, (b) the failure was due to reasonable cause and not willful neglect, (c) we pay a tax equal to the greater of (1) $50,000 or (2) the highest regular corporate income tax rate

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imposed on the net income generated by the assets causing the failure during the period of the failure, and (d) within six months after the last day of the quarter in which we identify the failure, we either dispose of the assets causing the failure or otherwise satisfy all of the REIT asset tests. These relief provisions may apply to a failure of the applicable asset tests even if the failure first occurred in a year prior to the taxable year in which the failure was discovered.

The IRC also provides an excepted securities safe harbor to the 10% value test that includes among other items (a) “straight debt” securities, (b) specified rental agreements in which payment is to be made in subsequent years, (c) any obligation to pay “rents from real property,” (d) securities issued by governmental entities that are not dependent in whole or in part on the profits of or payments from a nongovernmental entity, and (e) any security issued by another REIT. In addition, any debt instrument issued by an entity classified as a partnership for federal income tax purposes, and not otherwise excepted from the definition of a security for purposes of the above safe harbor, will not be treated as a security for purposes of the 10% value test if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test.

We have maintained and will continue to maintain records of the value of our assets to document our compliance with the above asset tests and intend to take actions as may be required to cure any failure to satisfy the tests within thirty days after the close of any quarter or within the six month periods described above.

Based on the discussion above, we believe that we have satisfied, and will continue to satisfy, the REIT asset tests outlined above on a continuing basis beginning with our first taxable year as a REIT.

Annual Distribution Requirements. In order to qualify for taxation as a REIT under the IRC, we are required to make annual distributions other than capital gain dividends to our shareholders in an amount at least equal to the excess of:

(1)the sum of 90% of our “real estate investment trust taxable income” and 90% of our net income after tax, if any, from property received in foreclosure, over

(2)the amount by which our noncash income (e.g., imputed rental income or income from transactions inadvertently failing to qualify as like-kind exchanges) exceeds 5% of our “real estate investment trust taxable income.”

For these purposes, our “real estate investment trust taxable income” is as defined under Section 857 of the IRC and is computed without regard to the dividends paid deduction and our net capital gain and will generally be reduced by specified corporate-level income taxes that we pay (e.g., taxes on built-in gains or foreclosure property income).

The IRC generally limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” subject to specified exceptions. Any deduction in excess of the limitation is carried forward and may be used in a subsequent year, subject to that year’s 30% limitation. Provided a taxpayer makes an election (which is irrevocable), the limitation on the deductibility of net interest expense does not apply to a trade or business involving real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage, within the meaning of Section 469(c)(7)(C) of the IRC. Treasury regulations provide that a real property trade or business includes a trade or business conducted by a REIT. We have made an election to be treated as a real property trade or business and accordingly do not expect the foregoing interest deduction limitations to apply to us or to the calculation of our “real estate investment trust taxable income.”

Distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our federal income tax return for the earlier taxable year and if paid on or before the first regular distribution payment after that declaration. If a dividend is declared in October, November or December to shareholders of record during one of those months and is paid during the following January, then for federal income tax purposes such dividend will be treated as having been both paid and received on December 31 of the prior taxable year to the extent of any undistributed earnings and profits.

The 90% distribution requirements may be waived by the IRS if a REIT establishes that it failed to meet them by reason of distributions previously made to meet the requirements of the 4% excise tax discussed below. To the extent that we do not distribute all of our net capital gain and all of our “real estate investment trust taxable income,” as adjusted, we will be subject to federal income tax at regular corporate income tax rates on undistributed amounts. In addition, we will be subject to a 4% nondeductible excise tax to the extent we fail within a calendar year to make required distributions to our shareholders of 85% of our ordinary income and 95% of our capital gain net income plus the excess, if any, of the “grossed up required distribution” for the preceding calendar year over the amount treated as distributed for that preceding calendar year. For this purpose, the term “grossed up required distribution” for any calendar year is the sum of our taxable income for the calendar year without regard to the deduction for dividends paid and all amounts from earlier years that are not treated as having been distributed

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under the provision. We will be treated as having sufficient earnings and profits to treat as a dividend any distribution by us up to the amount required to be distributed in order to avoid imposition of the 4% excise tax.

If we do not have enough cash or other liquid assets to meet our distribution requirements, or if we so choose, we may find it necessary or desirable to arrange for new debt or equity financing to provide funds for required distributions in order to maintain our qualification for taxation as a REIT. We cannot be sure that financing would be available for these purposes on favorable terms, or at all.

We may be able to rectify a failure to pay sufficient dividends for any year by paying “deficiency dividends” to shareholders in a later year. These deficiency dividends may be included in our deduction for dividends paid for the earlier year, but an interest charge would be imposed upon us for the delay in distribution. While the payment of a deficiency dividend will apply to a prior year for purposes of our REIT distribution requirements and our dividends paid deduction, it will be treated as an additional distribution to the shareholders receiving it in the year such dividend is paid.

In addition to the other distribution requirements above, to preserve our qualification for taxation as a REIT we are required to timely distribute all C corporation earnings and profits that we inherit from acquired corporations, as described below.

Acquisitions of C Corporations

We may in the future engage in transactions where we acquire all of the outstanding stock of a C corporation. Upon these acquisitions, except to the extent we make an applicable TRS election, each of our acquired entities and their various wholly-owned corporate and noncorporate subsidiaries will become our QRSs. Thus, after such acquisitions, all assets, liabilities and items of income, deduction and credit of the acquired and then disregarded entities will be treated as ours for purposes of the various REIT qualification tests described above. In addition, we generally will be treated as the successor to the acquired (and then disregarded) entities’ federal income tax attributes, such as those entities’ (a) adjusted tax bases in their assets and their depreciation schedules; and (b) earnings and profits for federal income tax purposes, if any. The carryover of these attributes creates REIT implications such as built-in gains tax exposure and additional distribution requirements, as described below. However, when we make an election under Section 338(g) of the IRC with respect to corporations that we acquire, we generally will not be subject to such attribute carryovers in respect of attributes existing prior to such election.

Built-in Gains from C Corporations. Notwithstanding our qualification and taxation as a REIT, under specified circumstances we may be subject to corporate income taxation if we acquire a REIT asset where our adjusted tax basis in the asset is determined by reference to the adjusted tax basis of the asset as owned by a C corporation. For instance, we may be subject to federal income taxation on all or part of the built-in gain that was present on the last date an asset was owned by a C corporation, if we succeed to a carryover tax basis in that asset directly or indirectly from such C corporation and if we sell the asset during the five year period beginning on the day the asset ceased being owned by such C corporation. To the extent of our income and gains in a taxable year that are subject to the built-in gains tax, net of any taxes paid on such income and gains with respect to that taxable year, our taxable dividends paid in the following year will be potentially eligible for taxation to noncorporate U.S. shareholders at the preferential tax rates for “qualified dividends” as described below under the heading “—Taxation of Taxable U.S. Shareholders”. We generally do not expect to sell assets if doing so would result in the imposition of a material built-in gains tax liability; but if and when we do sell assets that may have associated built-in gains tax exposure, then we expect to make appropriate provision for the associated tax liabilities on our financial statements.

Earnings and Profits. Following a corporate acquisition, we must generally distribute all of the C corporation earnings and profits inherited in that transaction, if any, no later than the end of our taxable year in which the transaction occurs, in order to preserve our qualification for taxation as a REIT. However, if we fail to do so, relief provisions would allow us to maintain our qualification for taxation as a REIT provided we distribute any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution. C corporation earnings and profits that we inherit are, in general, specially allocated under a priority rule to the earliest possible distributions following the event causing the inheritance, and only then is the balance of our earnings and profits for the taxable year allocated among our distributions to the extent not already treated as a distribution of C corporation earnings and profits under the priority rule. The distribution of these C corporation earnings and profits is potentially eligible for taxation to noncorporate U.S. shareholders at the preferential tax rates for “qualified dividends” as described below under the heading “—Taxation of Taxable U.S. Shareholders”.

Depreciation and Federal Income Tax Treatment of Leases

Our initial tax bases in our assets will generally be our acquisition cost. We will generally depreciate our depreciable real property on a straight-line basis over forty years and our personal property over the applicable shorter periods. These depreciation schedules, and our initial tax bases, may vary for properties that we acquire through tax-free or carryover basis acquisitions, or that are the subject of cost segregation analyses.

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We are entitled to depreciation deductions from our properties only if we are treated for federal income tax purposes as the owner of the properties. This means that the leases of our properties must be classified for U.S. federal income tax purposes as true leases, rather than as sales or financing arrangements, and we believe this to be the case.

Distributions to our Shareholders

As described above, we expect to make distributions to our shareholders from time to time. These distributions may include cash distributions, in kind distributions of property, and deemed or constructive distributions resulting from capital market activities. The U.S. federal income tax treatment of our distributions will vary based on the status of the recipient shareholder as more fully described below under the headings “—Taxation of Taxable U.S. Shareholders,” “—Taxation of Tax-Exempt U.S. Shareholders,” and “—Taxation of Non-U.S. Shareholders.”

Section 302 of the IRC treats a redemption of our shares for cash only as a distribution under Section 301 of the IRC, and hence taxable as a dividend to the extent of our available current or accumulated earnings and profits, unless the redemption satisfies one of the tests set forth in Section 302(b) of the IRC enabling the redemption to be treated as a sale or exchange of the shares. The redemption for cash only will be treated as a sale or exchange if it (a) is “substantially disproportionate” with respect to the surrendering shareholder’s ownership in us, (b) results in a “complete termination” of the surrendering shareholder’s entire share interest in us, or (c) is “not essentially equivalent to a dividend” with respect to the surrendering shareholder, all within the meaning of Section 302(b) of the IRC. In determining whether any of these tests have been met, a shareholder must generally take into account shares considered to be owned by such shareholder by reason of constructive ownership rules set forth in the IRC, as well as shares actually owned by such shareholder. In addition, if a redemption is treated as a distribution under the preceding tests, then a shareholder’s tax basis in the redeemed shares generally will be transferred to the shareholder’s remaining shares in us, if any, and if such shareholder owns no other shares in us, such basis generally may be transferred to a related person or may be lost entirely. Because the determination as to whether a shareholder will satisfy any of the tests of Section 302(b) of the IRC depends upon the facts and circumstances at the time that our shares are redeemed, we urge you to consult your own tax advisor to determine the particular tax treatment of any redemption.

Taxation of Taxable U.S. Shareholders

For noncorporate U.S. shareholders, to the extent that their total adjusted income does not exceed applicable thresholds, the maximum federal income tax rate for long-term capital gains and most corporate dividends is generally 15%. For those noncorporate U.S. shareholders whose total adjusted income exceeds the applicable thresholds, the maximum federal income tax rate for long-term capital gains and most corporate dividends is generally 20%. However, because we are not generally subject to federal income tax on the portion of our “real estate investment trust taxable income” distributed to our shareholders, dividends on our shares generally are not eligible for these preferential tax rates, except that any distribution of C corporation earnings and profits and taxed built-in gain items will potentially be eligible for these preferential tax rates. As a result, our ordinary dividends generally are taxed at the higher federal income tax rates applicable to ordinary income (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to our noncorporate U.S. shareholders that meet specified holding period requirements for taxable years before 2026). To summarize, the preferential federal income tax rates for long-term capital gains and for qualified dividends generally apply to:

(1)long-term capital gains, if any, recognized on the disposition of our shares;

(2)our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation recapture, in which case the distributions are subject to a maximum 25% federal income tax rate);

(3)our dividends attributable to dividend income, if any, received by us from C corporations such as TRSs;

(4)our dividends attributable to earnings and profits that we inherit from C corporations; and

(5)our dividends to the extent attributable to income upon which we have paid federal corporate income tax (such as taxes on foreclosure property income or on built-in gains), net of the corporate income taxes thereon.

As long as we qualify for taxation as a REIT, a distribution to our U.S. shareholders that we do not designate as a capital gain dividend generally will be treated as an ordinary income dividend to the extent of our available current or accumulated earnings and profits (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to our noncorporate U.S. shareholders that meet specified holding period requirements for taxable years before 2026). Distributions made out of our current or accumulated earnings and profits that we properly designate as capital gain dividends generally will be taxed as long-term capital gains, as

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discussed below, to the extent they do not exceed our actual net capital gain for the taxable year. However, corporate shareholders may be required to treat up to 20% of any capital gain dividend as ordinary income under Section 291 of the IRC.

In addition, we may elect to retain net capital gain income and treat it as constructively distributed. In that case:

(1)we will be taxed at regular corporate capital gains tax rates on retained amounts;

(2)each of our U.S. shareholders will be taxed on its designated proportionate share of our retained net capital gains as though that amount were distributed and designated as a capital gain dividend;

(3)each of our U.S. shareholders will receive a credit or refund for its designated proportionate share of the tax that we pay;

(4)each of our U.S. shareholders will increase its adjusted basis in our shares by the excess of the amount of its proportionate share of these retained net capital gains over the U.S. shareholder’s proportionate share of the tax that we pay; and

(5)both we and our corporate shareholders will make commensurate adjustments in our respective earnings and profits for federal income tax purposes.

If we elect to retain our net capital gains in this fashion, we will notify our U.S. shareholders of the relevant tax information within sixty days after the close of the affected taxable year.

If for any taxable year we designate capital gain dividends for our shareholders, then a portion of the capital gain dividends we designate will be allocated to the holders of a particular class of shares on a percentage basis equal to the ratio of the amount of the total dividends paid or made available for the year to the holders of that class of shares to the total dividends paid or made available for the year to holders of all outstanding classes of our shares. We will similarly designate the portion of any dividend that is to be taxed to noncorporate U.S. shareholders at preferential maximum rates (including any qualified dividend income and any capital gains attributable to real estate depreciation recapture that are subject to a maximum 25% federal income tax rate) so that the designations will be proportionate among all outstanding classes of our shares.

Distributions in excess of our current or accumulated earnings and profits will not be taxable to a U.S. shareholder to the extent that they do not exceed the shareholder’s adjusted tax basis in our shares, but will reduce the shareholder’s basis in such shares. To the extent that these excess distributions exceed a U.S. shareholder’s adjusted basis in such shares, they will be included in income as capital gain, with long-term gain generally taxed to noncorporate U.S. shareholders at preferential maximum rates. No U.S. shareholder may include on its federal income tax return any of our net operating losses or any of our capital losses. In addition, no portion of any of our dividends is eligible for the dividends received deduction for corporate shareholders.

If a dividend is declared in October, November or December to shareholders of record during one of those months and is paid during the following January, then for federal income tax purposes the dividend will be treated as having been both paid and received on December 31 of the prior taxable year.

A U.S. shareholder will generally recognize gain or loss equal to the difference between the amount realized and the shareholder’s adjusted basis in our shares that are sold or exchanged. This gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the shareholder’s holding period in our shares exceeds one year. In addition, any loss upon a sale or exchange of our shares held for six months or less will generally be treated as a long-term capital loss to the extent of any long-term capital gain dividends we paid on such shares during the holding period.

U.S. shareholders who are individuals, estates or trusts are generally required to pay a 3.8% Medicare tax on their net investment income (including dividends on our shares (without regard to any deduction allowed by Section 199A of the IRC) and gains from the sale or other disposition of our shares), or in the case of estates and trusts on their net investment income that is not distributed, in each case to the extent that their total adjusted income exceeds applicable thresholds. U.S. shareholders are urged to consult their tax advisors regarding the application of the 3.8% Medicare tax.

If a U.S. shareholder recognizes a loss upon a disposition of our shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These Treasury regulations are written quite broadly, and apply to many routine and simple transactions. A reportable transaction currently includes, among other things, a sale or exchange of our shares resulting in a tax loss in excess of (a) $10 million in any single year or $20 million in a prescribed combination of taxable years in the case of our shares held by a C corporation or by a partnership with only C

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corporation partners or (b) $2 million in any single year or $4 million in a prescribed combination of taxable years in the case of our shares held by any other partnership or an S corporation, trust or individual, including losses that flow through pass through entities to individuals. A taxpayer discloses a reportable transaction by filing IRS Form 8886 with its federal income tax return and, in the first year of filing, a copy of Form 8886 must be sent to the IRS’s Office of Tax Shelter Analysis. The annual maximum penalty for failing to disclose a reportable transaction is generally $10,000 in the case of a natural person and $50,000 in any other case.

Noncorporate U.S. shareholders who borrow funds to finance their acquisition of our shares could be limited in the amount of deductions allowed for the interest paid on the indebtedness incurred. Under Section 163(d) of the IRC, interest paid or accrued on indebtedness incurred or continued to purchase or carry property held for investment is generally deductible only to the extent of the investor’s net investment income. A U.S. shareholder’s net investment income will include ordinary income dividend distributions received from us and, only if an appropriate election is made by the shareholder, capital gain dividend distributions and qualified dividends received from us; however, distributions treated as a nontaxable return of the shareholder’s basis will not enter into the computation of net investment income.

Taxation of Tax-Exempt U.S. Shareholders

The rules governing the federal income taxation of tax-exempt entities are complex, and the following discussion is intended only as a summary of material considerations of an investment in our shares relevant to such investors. If you are a tax-exempt shareholder, we urge you to consult your own tax advisor to determine the impact of federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to your acquisition of or investment in our shares.

We expect that shareholders that are tax-exempt pension plans, individual retirement accounts or other qualifying tax-exempt entities, and that receive (a) distributions from us, or (b) proceeds from the sale of our shares, should not have such amounts treated as UBTI, provided in each case (x) that the shareholder has not financed its acquisition of our shares with “acquisition indebtedness” within the meaning of the IRC, (y) that the shares are not otherwise used in an unrelated trade or business of the tax-exempt entity, and (z) that, consistent with our present intent, we do not hold a residual interest in a real estate mortgage investment conduit or otherwise hold mortgage assets or conduct mortgage securitization activities that generate “excess inclusion” income.

Taxation of Non-U.S. Shareholders

The rules governing the U.S. federal income taxation of non-U.S. shareholders are complex, and the following discussion is intended only as a summary of material considerations of an investment in our shares relevant to such investors. If you are a non-U.S. shareholder, we urge you to consult your own tax advisor to determine the impact of U.S. federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to your acquisition of or investment in our shares.

We expect that a non-U.S. shareholder’s receipt of (a) distributions from us, and (b) proceeds from the sale of our shares, will not be treated as income effectively connected with a U.S. trade or business and a non-U.S. shareholder will therefore not be subject to the often higher federal tax and withholding rates, branch profits taxes and increased reporting and filing requirements that apply to income effectively connected with a U.S. trade or business. This expectation and a number of the determinations below are predicated on our shares being listed on a U.S. national securities exchange, such as The Nasdaq Stock Market LLC, or Nasdaq. Each class of our shares has been listed on a U.S. national securities exchange; however, we cannot be sure that our shares will continue to be so listed in future taxable years or that any class of our shares that we may issue in the future will be so listed.

Distributions. A distribution by us to a non-U.S. shareholder that is not designated as a capital gain dividend will be treated as an ordinary income dividend to the extent that it is made out of our current or accumulated earnings and profits. A distribution of this type will generally be subject to U.S. federal income tax and withholding at the rate of 30%, or at a lower rate if the non-U.S. shareholder has in the manner prescribed by the IRS demonstrated to the applicable withholding agent its entitlement to benefits under a tax treaty. Because we cannot determine our current and accumulated earnings and profits until the end of the taxable year, withholding at the statutory rate of 30% or applicable lower treaty rate will generally be imposed on the gross amount of any distribution to a non-U.S. shareholder that we make and do not designate as a capital gain dividend. Notwithstanding this potential withholding on distributions in excess of our current and accumulated earnings and profits, these excess portions of distributions are a nontaxable return of capital to the extent that they do not exceed the non-U.S. shareholder’s adjusted basis in our shares, and the nontaxable return of capital will reduce the adjusted basis in these shares. To the extent that distributions in excess of our current and accumulated earnings and profits exceed the non-U.S. shareholder’s adjusted basis in our shares, the distributions will give rise to U.S. federal income tax liability only in the unlikely event that the

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non-U.S. shareholder would otherwise be subject to tax on any gain from the sale or exchange of these shares, as discussed below under the heading “—Dispositions of Our Shares.” A non-U.S. shareholder may seek a refund from the IRS of amounts withheld on distributions to it in excess of such shareholder’s allocable share of our current and accumulated earnings and profits.

For so long as a class of our shares is listed on a U.S. national securities exchange, capital gain dividends that we declare and pay to a non-U.S. shareholder on those shares, as well as dividends to a non-U.S. shareholder on those shares attributable to our sale or exchange of “United States real property interests” within the meaning of Section 897 of the IRC, or USRPIs, will not be subject to withholding as though those amounts were effectively connected with a U.S. trade or business, and non-U.S. shareholders will not be required to file U.S. federal income tax returns or pay branch profits tax in respect of these dividends. Instead, these dividends will generally be treated as ordinary dividends and subject to withholding in the manner described above.

Tax treaties may reduce the withholding obligations on our distributions. Under some treaties, however, rates below 30% that are applicable to ordinary income dividends from U.S. corporations may not apply to ordinary income dividends from a REIT or may apply only if the REIT meets specified additional conditions. A non-U.S. shareholder must generally use an applicable IRS Form W-8, or substantially similar form, to claim tax treaty benefits. If the amount of tax withheld with respect to a distribution to a non-U.S. shareholder exceeds the shareholder’s U.S. federal income tax liability with respect to the distribution, the non-U.S. shareholder may file for a refund of the excess from the IRS. Treasury regulations also provide special rules to determine whether, for purposes of determining the applicability of a tax treaty, our distributions to a non-U.S. shareholder that is an entity should be treated as paid to the entity or to those owning an interest in that entity, and whether the entity or its owners are entitled to benefits under the tax treaty.

If, contrary to our expectation, a class of our shares was not listed on a U.S. national securities exchange and we made a distribution on those shares that was attributable to gain from the sale or exchange of a USRPI, then a non-U.S. shareholder holding those shares would be taxed as if the distribution was gain effectively connected with a trade or business in the United States conducted by the non-U.S. shareholder. In addition, the applicable withholding agent would be required to withhold from a distribution to such a non-U.S. shareholder, and remit to the IRS, up to 21% of the maximum amount of any distribution that was or could have been designated as a capital gain dividend. The non-U.S. shareholder also would generally be subject to the same treatment as a U.S. shareholder with respect to the distribution (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual), would be subject to fulsome U.S. federal income tax return reporting requirements, and, in the case of a corporate non-U.S. shareholder, may owe the up to 30% branch profits tax under Section 884 of the IRC (or lower applicable tax treaty rate) in respect of these amounts.

Dispositions of Our Shares. If as expected our shares are not USRPIs, then a non-U.S. shareholder’s gain on the sale of these shares generally will not be subject to U.S. federal income taxation or withholding. We expect that our shares will not be USRPIs because one or both of the following exemptions will be available at all times.

First, for so long as a class of our shares is listed on a U.S. national securities exchange, a non-U.S. shareholder’s gain on the sale of those shares will not be subject to U.S. federal income taxation as a sale of a USRPI. Second, our shares will not constitute USRPIs if we are a “domestically controlled” REIT. We will be a “domestically controlled” REIT if less than 50% of the value of our shares (including any future class of shares that we may issue) is held, directly or indirectly, by non-U.S. shareholders at all times during the preceding five years, after applying specified presumptions regarding the ownership of our shares as described in Section 897(h)(4)(E) of the IRC. For these purposes, we believe that the statutory ownership presumptions apply to validate our status as a “domestically controlled” REIT. Accordingly, we believe that we are and will remain a “domestically controlled” REIT.

If, contrary to our expectation, a gain on the sale of our shares is subject to U.S. federal income taxation (for example, because neither of the above exemptions were then available, i.e., that class of our shares were not then listed on a U.S. national securities exchange and we were not a “domestically controlled” REIT), then (a) a non-U.S. shareholder would generally be subject to the same treatment as a U.S. shareholder with respect to its gain (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals), (b) the non-U.S. shareholder would also be subject to fulsome U.S. federal income tax return reporting requirements, and (c) a purchaser of that class of our shares from the non-U.S. shareholder may be required to withhold 15% of the purchase price paid to the non-U.S. shareholder and to remit the withheld amount to the IRS.

Information Reporting, Backup Withholding, and Foreign Account Withholding

Information reporting, backup withholding, and foreign account withholding may apply to distributions or proceeds paid to our shareholders under the circumstances discussed below. If a shareholder is subject to backup or other U.S. federal income

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tax withholding, then the applicable withholding agent will be required to withhold the appropriate amount with respect to a deemed or constructive distribution or a distribution in kind even though there is insufficient cash from which to satisfy the withholding obligation. To satisfy this withholding obligation, the applicable withholding agent may collect the amount of U.S. federal income tax required to be withheld by reducing to cash for remittance to the IRS a sufficient portion of the property that the shareholder would otherwise receive or own, and the shareholder may bear brokerage or other costs for this withholding procedure.

Amounts withheld under backup withholding are generally not an additional tax and may be refunded by the IRS or credited against the shareholder’s federal income tax liability, provided that such shareholder timely files for a refund or credit with the IRS. A U.S. shareholder may be subject to backup withholding when it receives distributions on our shares or proceeds upon the sale, exchange, redemption, retirement or other disposition of our shares, unless the U.S. shareholder properly executes, or has previously properly executed, under penalties of perjury an IRS Form W-9 or substantially similar form that:

•provides the U.S. shareholder’s correct taxpayer identification number;

•certifies that the U.S. shareholder is exempt from backup withholding because (a) it comes within an enumerated exempt category, (b) it has not been notified by the IRS that it is subject to backup withholding, or (c) it has been notified by the IRS that it is no longer subject to backup withholding; and

•certifies that it is a U.S. citizen or other U.S. person.

If the U.S. shareholder has not provided and does not provide its correct taxpayer identification number and appropriate certifications on an IRS Form W-9 or substantially similar form, it may be subject to penalties imposed by the IRS, and the applicable withholding agent may have to withhold a portion of any distributions or proceeds paid to such U.S. shareholder. Unless the U.S. shareholder has established on a properly executed IRS Form W-9 or substantially similar form that it comes within an enumerated exempt category, distributions or proceeds on our shares paid to it during the calendar year, and the amount of tax withheld, if any, will be reported to it and to the IRS.

Distributions on our shares to a non-U.S. shareholder during each calendar year and the amount of tax withheld, if any, will generally be reported to the non-U.S. shareholder and to the IRS. This information reporting requirement applies regardless of whether the non-U.S. shareholder is subject to withholding on distributions on our shares or whether the withholding was reduced or eliminated by an applicable tax treaty. Also, distributions paid to a non-U.S. shareholder on our shares will generally be subject to backup withholding, unless the non-U.S. shareholder properly certifies to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form. Information reporting and backup withholding will not apply to proceeds a non-U.S. shareholder receives upon the sale, exchange, redemption, retirement or other disposition of our shares, if the non-U.S. shareholder properly certifies to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form. Even without having executed an applicable IRS Form W-8 or substantially similar form, however, in some cases information reporting and backup withholding will not apply to proceeds that a non-U.S. shareholder receives upon the sale, exchange, redemption, retirement or other disposition of our shares if the non-U.S. shareholder receives those proceeds through a broker’s foreign office.

Non-U.S. financial institutions and other non-U.S. entities are subject to diligence and reporting requirements for purposes of identifying accounts and investments held directly or indirectly by U.S. persons. The failure to comply with these additional information reporting, certification and other requirements could result in a 30% U.S. withholding tax on applicable payments to non-U.S. persons, notwithstanding any otherwise applicable provisions of an income tax treaty. In particular, a payee that is a foreign financial institution that is subject to the diligence and reporting requirements described above must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by “specified United States persons” or “United States owned foreign entities” (each as defined in the IRC and administrative guidance thereunder), annually report information about such accounts, and withhold 30% on applicable payments to noncompliant foreign financial institutions and account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States with respect to these requirements may be subject to different rules. The foregoing withholding regime generally applies to payments of dividends on our shares. In general, to avoid withholding, any non-U.S. intermediary through which a shareholder owns our shares must establish its compliance with the foregoing regime, and a non-U.S. shareholder must provide specified documentation (usually an applicable IRS Form W-8) containing information about its identity, its status, and if required, its direct and indirect U.S. owners. Non-U.S. shareholders and shareholders who hold our shares through a non-U.S. intermediary are encouraged to consult their own tax advisors regarding foreign account tax compliance.

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Other Tax Considerations

Our tax treatment and that of our shareholders may be modified by legislative, judicial or administrative actions at any time, which actions may have retroactive effect. The rules dealing with federal income taxation are constantly under review by the U.S. Congress, the IRS and the U.S. Department of the Treasury, and statutory changes, new regulations, revisions to existing regulations and revised interpretations of established concepts are issued frequently. Likewise, the rules regarding taxes other than U.S. federal income taxes may also be modified. No prediction can be made as to the likelihood of passage of new tax legislation or other provisions, or the direct or indirect effect on us and our shareholders. Revisions to tax laws and interpretations of these laws could adversely affect our ability to qualify and be taxed as a REIT, as well as the tax or other consequences of an investment in our shares. We and our shareholders may also be subject to taxation by state, local or other jurisdictions, including those in which we or our shareholders transact business or reside. These tax consequences may not be comparable to the U.S. federal income tax consequences discussed above.

ERISA PLANS, KEOGH PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

General Fiduciary Obligations

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, the IRC and similar provisions to those described below under applicable foreign or state law, individually and collectively, impose certain duties on persons who are fiduciaries of any employee benefit plan subject to Title I of ERISA, or an ERISA Plan, or an individual retirement account or annuity, or an IRA, a Roth IRA, a tax-favored account (such as an Archer MSA, Coverdell education savings account or health savings account), a Keogh plan or other qualified retirement plan not subject to Title I of ERISA, each a Non-ERISA Plan. Under ERISA and the IRC, any person who exercises any discretionary authority or control over the administration of, or the management or disposition of the assets of, an ERISA Plan or Non-ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan or Non-ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan or Non-ERISA Plan.

Fiduciaries of an ERISA Plan must consider whether:

•their investment in our shares or other securities satisfies the diversification requirements of ERISA;

•the investment is prudent in light of possible limitations on the marketability of our shares;

•they have authority to acquire our shares or other securities under the applicable governing instrument and Title I of ERISA; and

•the investment is otherwise consistent with their fiduciary responsibilities.

Fiduciaries of an ERISA Plan may incur personal liability for any loss suffered by the ERISA Plan on account of a violation of their fiduciary responsibilities. In addition, these fiduciaries may be subject to a civil penalty of up to 20% of any amount recovered by the ERISA Plan on account of a violation. Fiduciaries of any Non-ERISA Plan should consider that the Non-ERISA Plan may only make investments that are authorized by the appropriate governing instrument and applicable law.

Fiduciaries considering an investment in our securities should consult their own legal advisors if they have any concern as to whether the investment is consistent with the foregoing criteria or is otherwise appropriate. The sale of our securities to an ERISA Plan or Non-ERISA Plan is in no respect a representation by us or any underwriter of the securities that the investment meets all relevant legal requirements with respect to investments by the arrangements generally or any particular arrangement, or that the investment is appropriate for arrangements generally or any particular arrangement.

Prohibited Transactions

Fiduciaries of ERISA Plans and persons making the investment decision for Non-ERISA Plans should consider the application of the prohibited transaction provisions of ERISA and the IRC in making their investment decision. Sales and other transactions between an ERISA Plan or a Non-ERISA Plan and disqualified persons or parties in interest, as applicable, are prohibited transactions and result in adverse consequences absent an exemption. The particular facts concerning the sponsorship, operations and other investments of an ERISA Plan or Non-ERISA Plan may cause a wide range of persons to be treated as disqualified persons or parties in interest with respect to it. A non-exempt prohibited transaction, in addition to imposing potential personal liability upon ERISA Plan fiduciaries, may also result in the imposition of an excise tax under the IRC or a penalty under ERISA upon the disqualified person or party in interest. If the disqualified person who engages in the transaction is the individual on behalf of whom an IRA, Roth IRA or other tax-favored account is maintained (or his beneficiary), the IRA, Roth IRA or other tax-favored account may lose its tax-exempt status and its assets may be deemed to

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have been distributed to the individual in a taxable distribution on account of the non-exempt prohibited transaction, but no excise tax will be imposed. Fiduciaries considering an investment in our securities should consult their own legal advisors as to whether the ownership of our securities involves a non-exempt prohibited transaction.

“Plan Assets” Considerations

The U.S. Department of Labor has issued a regulation defining “plan assets.” The regulation, as subsequently modified by ERISA, generally provides that when an ERISA Plan or a Non-ERISA Plan otherwise subject to Title I of ERISA and/or Section 4975 of the IRC acquires an interest in an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the assets of the ERISA Plan or Non-ERISA Plan include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established either that the entity is an operating company or that equity participation in the entity by benefit plan investors is not significant. We are not an investment company registered under the Investment Company Act of 1940, as amended.

Each class of our equity (that is, our common shares and any other class of equity that we may issue) must be analyzed separately to ascertain whether it is a publicly offered security. The regulation defines a publicly offered security as a security that is “widely held,” “freely transferable” and either part of a class of securities registered under the Exchange Act, or sold under an effective registration statement under the Securities Act of 1933, as amended, or the Securities Act, provided the securities are registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering occurred. Each class of our outstanding shares has been registered under the Exchange Act within the necessary time frame to satisfy the foregoing condition.

The regulation provides that a security is “widely held” only if it is part of a class of securities that is owned by 100 or more investors independent of the issuer and of one another. However, a security will not fail to be “widely held” because the number of independent investors falls below 100 subsequent to the initial public offering as a result of events beyond the issuer’s control. Although we cannot be sure, we believe our common shares have been and will remain widely held, and we expect the same to be true of any future class of equity that we may issue.

The regulation provides that whether a security is “freely transferable” is a factual question to be determined on the basis of all relevant facts and circumstances. The regulation further provides that, where a security is part of an offering in which the minimum investment is $10,000 or less, some restrictions on transfer ordinarily will not, alone or in combination, affect a finding that these securities are freely transferable. The restrictions on transfer enumerated in the regulation as not affecting that finding include:

•any restriction on or prohibition against any transfer or assignment that would result in a termination or reclassification for federal or state tax purposes, or would otherwise violate any state or federal law or court order;

•any requirement that advance notice of a transfer or assignment be given to the issuer and any requirement that either the transferor or transferee, or both, execute documentation setting forth representations as to compliance with any restrictions on transfer that are among those enumerated in the regulation as not affecting free transferability, including those described in the preceding clause of this sentence;

•any administrative procedure that establishes an effective date, or an event prior to which a transfer or assignment will not be effective; and

•any limitation or restriction on transfer or assignment that is not imposed by the issuer or a person acting on behalf of the issuer.

We believe that the restrictions imposed under our declaration of trust on the transfer of shares do not result in the failure of our shares to be “freely transferable.” Furthermore, we believe that no other facts or circumstances limiting the transferability of our shares exist, other than those that are enumerated under the regulation as not affecting the free transferability of shares. In addition, we do not expect or intend to impose in the future, or to permit any person to impose on our behalf, any limitations or restrictions on transfer that would not be among the enumerated permissible limitations or restrictions.

Assuming that each class of our shares will be “widely held” and that no other facts and circumstances exist that restrict transferability of these shares, our counsel, Sullivan & Worcester LLP, is of the opinion that our shares will not fail to be “freely transferable” for purposes of the regulation due to the restrictions on transfer of our shares in our declaration of trust and that under the regulation each class of our currently outstanding shares is publicly offered and our assets will not be deemed to be “plan assets” of any ERISA Plan or Non-ERISA Plan that acquires our shares in a public offering. This opinion is

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conditioned upon certain assumptions and representations, as discussed above under the heading “Material United States Federal Income Tax Considerations—Taxation as a REIT.”

Item 1A. Risk Factors

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties. The summary below provides an overview of many of the risks we face that are described in this section. Additional risks, beyond those summarized below, discussed under the caption “Risk Factors” or described elsewhere in this Annual Report on Form 10-K, may also materially and adversely impact our business, operations or financial results. Consistent with the foregoing, the risks we face include, but are not limited to, the following:

•we may be unable to renew our leases with current tenants when our leases expire or lease our properties to new tenants without decreasing rents or incurring significant costs, providing certain concessions or otherwise;

•the COVID-19 pandemic and its resulting economic impact may materially adversely affect our and our tenants’ businesses, operations, financial results and liquidity;

•our tenants may be unable to satisfy their lease obligations to us, which could materially and adversely affect us;

•remote working and related changes to business practices resulting from the COVID-19 pandemic, together with current office space utilization trends, could impact our business;

•some of our properties depend upon a private sector single or majority tenant for all or a significant portion of their rental income; therefore, our financial condition, including our ability to make distributions to shareholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single or majority tenant;

•the concentration of our investments in properties leased to private sector single or majority tenants and properties located in the metropolitan Washington, D.C. market area may result in us being adversely affected by cyclical economic conditions or changes in market conditions in that area and subject us to greater risks of loss than if our properties had more tenant or geographic diversity;

•government budgetary pressures and priorities and trends in government employment and office leasing may adversely impact our business, and a prolonged U.S. government shutdown may adversely impact our operations, financial results and liquidity;

•our capital recycling program may not be successful;

•we may be unable to grow our business by acquiring additional properties, and we face significant competition for acquisition opportunities and for tenants;

•risks associated with the development, redevelopment or repositioning of our properties may cause delays in leasing those properties and generating cash flows from those properties;

•REIT distribution requirements and any limitations on our ability to access reasonably priced capital may adversely impact our ability to carry out our business plan, and we are subject to risks associated with our qualification for taxation as a REIT;

•some tenants have the right to terminate their leases prior to their lease expiration date and changes in our tenants’ demands and requirements for leased space may adversely affect us;

•we have debt and we may incur additional debt, and we are subject to the covenants and conditions contained in the agreements governing our debt, which may restrict our operations and ability to make investments and distributions;

•changes in market interest rates, including changes resulting from the phase out of LIBOR, may adversely affect us;

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•ownership of real estate is subject to environmental risks and liabilities, as well as risks from adverse weather, natural disasters and climate change and climate related events, and we may incur significant costs and invest significant amounts with respect to these matters;

•insurance may not adequately cover our losses, and insurance costs may continue to increase;

•we depend upon RMR LLC to manage our business and implement our growth strategy, and RMR LLC has broad discretion in operating our day to day business;

•any material failure, inadequacy, interruption or security breach of RMR LLC’s information technology or systems could materially harm us;

•our management structure and agreements with RMR LLC and our relationships with our related parties, including our Managing Trustees, RMR LLC and others affiliated with them, may create conflicts of interest;

•ownership limitations and certain provisions in our declaration of trust, bylaws and agreements as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or unsolicited acquisition proposals;

•our rights and the rights of our shareholders to take action against our Trustees and officers are limited, and our declaration of trust and bylaws contain provisions that could limit our shareholders’ ability to obtain a judicial forum they deem favorable for certain disputes;

•we may change our operational, financing and investment policies without shareholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations and/or result in downgrades in our credit ratings, and any such downgrades may increase our cost of capital;

•our distributions to our shareholders may be reduced or eliminated and the form of payment could change; and

•our public debt is structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The risks described below may not be the only risks we face but are risks we believe may be material at this time. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described below occurs, our business, financial condition, liquidity, results of operations or ability to make distributions to our shareholders could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described below and the information contained under the caption “Warning Concerning Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K before deciding whether to invest in our securities.

Risks Related to Our Business

We may be unable to lease our properties when our leases expire.

Although we typically will seek to renew our leases with current tenants when they expire, we cannot be sure that we will be successful in doing so. If our tenants do not renew their leases, we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties.

We may experience declining rents or incur significant costs to renew our leases with current tenants or lease our properties to new tenants, and any rent increases that we do achieve may not exceed our costs.

When we renew our leases with current tenants or lease to new tenants, we may experience rent decreases, and we may have to spend substantial amounts for leasing commissions, tenant improvements or other tenant inducements. Moreover, many of our properties have been specially designed for the particular businesses of our tenants; if the current leases for those properties are terminated or are not renewed, we may be required to renovate those properties at substantial costs, decrease the rents we charge or provide other concessions in order to lease those properties to new tenants. In addition, any rent increases that we do achieve may not exceed our costs associated with renewing our leases with current tenants or leasing our properties to new tenants, which costs have and are expected to continue to increase as a result of inflation and supply chain challenges, among other things.

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The COVID-19 pandemic and its resulting economic impact may materially adversely affect our and our tenants’ businesses, operations, financial results and liquidity.

The COVID-19 pandemic has had a substantial adverse impact on the global economy, including the U.S. economy, during various stages of the pandemic. Government requirements to stay in place and temporarily close businesses had a substantial negative impact on the economy. Government spending during the pandemic, and subsequent easing of the government restrictions, have since helped avert extended negative impacts to the economy and are believed to have helped foster a return to economic growth. However, the progression of the pandemic has been unpredictable, with infection rates rising and falling and new variants of the virus continuing to emerge. Those variants may have negative impacts on public health, including possibly being more transmissible, including to people who have been otherwise immunized due to natural immunity as a result of being previously infected with COVID-19 or vaccination. Variants of COVID-19 could have similar or worse impacts on the economy and public health as previous versions of COVID-19.

Although, to date, the COVID-19 pandemic has not had a significant adverse impact on our business, certain of our tenants requested relief from their obligations to pay rent due to us in response to the economic conditions resulting from the COVID-19 pandemic and in response to such requests, as of December 31, 2021, we had granted requests to defer aggregate rent payments of $2,483 to 18 tenants. Further, the COVID-19 pandemic has caused supply chain challenges in the global economy, which has impacted the U.S. economy. The challenges have resulted, at times, in reduced availability of goods and inflation. If these challenges continue, or if governments take actions in response to these challenges, such as increasing interest rates, the economy could experience negative consequences, including slowed economic growth or an economic downturn.

The ultimate adverse impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. 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. While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak or any other widespread epidemics will not occur, or that the global economy will recover and not experience future downturns as a result, any of which could materially harm our business. The COVID-19 pandemic presents material uncertainty and risk with respect to our business, operating results, financial condition and cash flows. Moreover, many risk factors set forth in this section should be interpreted as heightened risks as a result of the potential impact of the COVID-19 pandemic.

Our business depends upon our tenants satisfying their lease obligations to us, which, with respect to our private sector tenants, depends, to a large degree, on those tenants’ abilities to successfully operate their businesses, and, with respect to our government tenants, depends on discretionary funding from federal, state and local governments.

Our business depends on our tenants satisfying their lease obligations to us. The financial capacities of our private sector tenants to pay us rent will depend upon their abilities to successfully operate their businesses, which may be adversely affected by factors over which we and they have no control, including the COVID-19 pandemic. The failure of our private sector tenants and any applicable parent guarantor to satisfy their lease obligations to us, whether due to a downturn in their business or otherwise, could materially and adversely affect us.

In addition, our government tenants are subject to discretionary funding from federal, state and local governments, as applicable. Federal government programs are subject to annual congressional budget authorization and appropriation processes, and state and local government programs are often subject to similar processes. For many federal programs, Congress appropriates funds on a fiscal year basis even though the program performance period may extend over several years. Laws and plans adopted by federal, state and local governments relating to, along with pressures on and uncertainty surrounding, budgets, potential changes in priorities and spending levels, sequestration, the appropriations process and the permissible debt limits, could adversely affect the funding for our government tenants. The budget environment and uncertainty surrounding the appropriations processes remain significant long-term risks as budget cuts could adversely affect the viability of our government tenants.

Remote working and related changes to business practices may reduce the demand for office leasing.

As a result of the COVID-19 pandemic, and governmental orders and market practices in response, there has been a significant increase in alternative work arrangements in the United States, including work from home practices. It is uncertain to what extent and for how long work from home arrangements may continue. In addition, it is possible that hybrid work arrangements could continue or increase, such as workspace sharing or hoteling of office space. If these arrangements continue and a return to pre-COVID-19 pandemic office work practices is meaningfully reduced or delayed, demand for office space, including at our properties, may be materially adversely impacted, and our business, operating results and financial condition may be materially harmed as a result.

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Some of our properties depend upon a private sector single or majority tenant for all or a significant portion of their rental income; therefore, our financial condition, including our ability to make distributions to shareholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single or majority tenant.

As of December 31, 2021, 44.8% of our annualized rental income was from our properties leased to private sector single tenants or majority occupied tenants. The value of the properties leased to these tenants is materially dependent on their performance under their respective leases. These tenants face competition within their industries and other factors that could reduce their ability to pay us rent. Lease payment defaults by these tenants could cause us to reduce the amount of distributions that we pay to our shareholders. A default by a single or majority tenant, the failure of a guarantor to fulfill its obligations or other premature termination of a lease to such a tenant or such tenant’s election not to extend a lease upon its expiration could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders.

We currently have a concentration of properties in the metropolitan Washington, D.C. market area and are exposed to changes in market conditions in this area.

As of December 31, 2021, we derived approximately 21.8% of our annualized rental income from our consolidated properties located in the metropolitan Washington, D.C. market area. In addition, the three properties owned by two joint ventures in which we own 51% and 50% interests are also located in the metropolitan Washington, D.C. market area. A downturn in economic conditions in this area, including as a result of the COVID-19 pandemic, could result in reduced demand from tenants for our properties, reduced rents that our tenants in this area are willing to pay when our leases expire and increased lease concessions for new leases and renewals. Additionally, in recent years there has been a decrease in demand for new leased space by the U.S. government in the metropolitan Washington, D.C. market area, and that could increase competition for government tenants and adversely affect our ability to retain government tenants when our leases expire. Thus, adverse developments and/or conditions in the metropolitan Washington, D.C. market area could reduce demand for space, impact the credit worthiness of our tenants or force our tenants to curtail operations, which could impair their ability to meet their rent obligations to us and, accordingly, could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders.

Government budgetary pressures and priorities and trends in government employment and office leasing, including as a result of the significant impacts that COVID-19 has had on workplace practices and other office space utilization trends, may adversely impact our business.

We believe that recent government budgetary and spending priorities and enhancements in technology have resulted in a decrease in government office use for employees. Furthermore, over the past several years, government tenants have reduced their space utilization per employee and consolidated government tenants into existing government owned properties. This activity has reduced the demand for government leased space. Our historical experience with respect to properties of the type we own that are majority leased to government tenants has been that government tenants frequently renew leases to avoid the costs and disruptions that may result from relocating their operations. However, efforts to manage space utilization rates may result in our tenants exercising early termination rights under our leases, vacating our properties upon expiration of our leases in order to relocate, or renewing their leases for less space than they currently occupy. Also, our government tenants’ desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Increasing uncertainty with respect to government agency budgets and funding to implement relocations, consolidations and reconfigurations has resulted in delayed decisions by some of our government tenants and their reliance on short term lease renewals; however, activity prior to the outbreak of the COVID-19 pandemic suggested that the U.S. government had begun to shift its leasing strategy to include longer term leases and was actively exploring 10 to 20 year lease terms at renewal, in some instances. However, the COVID-19 pandemic and its aftermath have had negative impacts on government budgets and resources, although there are indications that to date, certain of those impacts may not have been as negative as originally expected; it is unclear what the effect of these impacts will be on government demand for leasing office space. Given the significant uncertainties, including as to the COVID-19 pandemic, its economic impact and its aftermath, we are unable to reasonably project what the financial impact of market conditions or changing government circumstances will be on the demand for leased space at our properties and our financial results for future periods.

A prolonged U.S. government shutdown may adversely impact our operations, financial results and liquidity.

Under our leases with the U.S. government, the tenants pay us rent monthly in arrears. If the U.S. government experiences a prolonged shutdown, these tenants may not pay us rent during the pendency of the shutdown. Although we expect that these tenants would pay us any outstanding rents after the shutdown ends, our available cash and leverage targets may be adversely

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impacted during the period we do not receive rents from these tenants. A failure to receive rents during a government shutdown may impair our ability to fund our operations and investments, pay our debt obligations, make capital expenditures and pay distributions to our shareholders. In addition, the impact of a prolonged government shutdown on government personnel resources could hinder our ability to renew expiring leases or initiate or complete renovation, construction and other capital maintenance of the affected properties. Moreover, some of our tenants are government contractors that rely on government business. If a government shutdown results in our government contractor tenants not paying us rent, the negative impact on us from a government shutdown may be compounded.

Our capital recycling program may not be successful.

Through our capital recycling program, we seek to selectively sell certain properties from time to time to fund future acquisitions and to manage leverage at levels we believe appropriate with a goal of (1) improving the asset quality of our portfolio by reducing the average age of our properties, lengthening the weighted average lease term of our leases and increasing the likelihood of retaining our tenants and (2) increasing our cash available for distribution. However, our ability to sell our properties we identify for sale, and the prices we receive upon a sale, may be affected by many factors, and we may be unable to execute our strategy. In particular, these factors could arise from weakness in or the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers and the availability of financing to potential purchasers on reasonable terms, the number of prospective purchasers, the number of competing properties on the market, unfavorable local, national or international economic conditions, including as a result of the COVID-19 pandemic, industry trends, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. We may not succeed in selling properties that we identify for sale, the terms of any such sales may not meet our expectations and we may incur losses in connection with those sales. Further, we may not succeed in identifying and acquiring properties that improve the asset quality of our portfolio and enable us to increase our cash available for distribution and we may not succeed in managing leverage at levels we believe appropriate. As a result, our capital recycling program may not be successful.

We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.

We currently have properties under development and we intend to continue to engage in development, redevelopment and repositioning activities with respect to our properties, and, as a result, we are subject to certain risks, which could adversely affect us, including our financial condition and results of operations. These risks include cost overruns and untimely completion of construction due to, among other things, weather or labor conditions, inflation, labor or material shortages or delays in receiving permits or other governmental approvals. In addition, current and expected inflation and current supply chain challenges have generally resulted in increased costs for construction materials and some delays in construction activities. These risks could result in substantial unanticipated delays and increased development and renovation costs and could prevent the initiation or the completion of development, redevelopment or repositioning activities and cause delays in leasing these properties and generating cash flows from these properties or possible loss of tenancies, any of which could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to grow our business by acquiring additional properties, and we might encounter unanticipated difficulties and expenditures relating to our acquired properties.

Our business plans involve the acquisition of additional properties. Our ability to make profitable acquisitions is subject to risks, including, but not limited to, risks associated with:

•competition from other investors;

•contingencies in our acquisition agreements; and

•the availability, terms and cost of debt and equity capital.

We might encounter unanticipated difficulties and expenditures relating to our acquired properties. For example:

•notwithstanding pre-acquisition due diligence, we could acquire a property that contains undisclosed defects in design or construction or unknown liabilities, including those related to undisclosed environmental contamination;

•an acquired property may be located in a new market where we may face risks associated with investing in an unfamiliar market;

•the market in which an acquired property is located may experience unexpected changes that adversely affect the property’s value; and

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•property operating costs for our acquired properties may be higher than anticipated, which may result in tenants that pay or reimburse us for those costs terminating their leases or our acquired properties not yielding expected returns.

For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our business plan to acquire additional properties may not succeed or may cause us to experience losses.

REIT distribution requirements and limitations on our ability to access reasonably priced capital may adversely impact our ability to carry out our business plan.

To maintain our qualification for taxation as a REIT under the IRC, we are required to satisfy distribution requirements imposed by the IRC. See “Material United States Federal Income Tax Considerations—REIT Qualification Requirements—Annual Distribution Requirements” included in Part I, Item 1 of this Annual Report on Form 10-K. Accordingly, we may not be able to retain sufficient cash to fund our operations, repay our debts, invest in our properties or fund our acquisitions or development, redevelopment or repositioning efforts. Our business strategies therefore depend, in part, upon our ability to raise additional capital at reasonable costs. The volatility in the availability of capital to businesses on a global basis in most debt and equity markets generally may limit our ability to raise reasonably priced capital. We may also be unable to raise reasonably priced capital because of reasons related to our business, market perceptions of our prospects, the terms of our indebtedness, the extent of our leverage or for reasons beyond our control, such as market conditions. Because the earnings we are permitted to retain are limited by the rules governing REIT qualification and taxation, if we are unable to raise reasonably priced capital, we may not be able to carry out our business plan.

We face significant competition.

We face significant competition for acquisition opportunities from other investors, including publicly traded and private REITs, numerous financial institutions, individuals, foreign investors and other public and private companies. Some of our competitors may have greater financial and other resources than us. Because of competition for acquisitions, we may be unable to acquire desirable properties or we may pay higher prices for, and realize lower net cash flows than we hope to achieve from, acquisitions.

We also face competition for tenants at our properties. Some competing properties may be newer, better located or more attractive to tenants. Competing properties may have lower rates of occupancy than our properties, which may result in competing owners offering available space at lower rents than we offer at our properties. Development activities may increase the supply of properties of the type we own in the leasing markets in which we own properties and increase the competition we face. Competition may make it difficult for us to attract and retain tenants and may reduce the rents we are able to charge and the values of our properties.

Some tenants have the right to terminate their leases prior to their lease expiration date.

Some of our leases allow the tenants to vacate the leased premises before the stated terms of the leases expire with little or no liability. In particular:

•Tenants occupying approximately 5.6% of our rentable square feet and responsible for approximately 5.7% of our annualized rental income as of December 31, 2021 have currently exercisable rights to terminate their leases before the stated term of their leases expire.

•As of December 31, 2021, pursuant to leases with 14 of our tenants, these tenants have rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These 14 tenants represented approximately 6.0% of our rentable square feet and 6.6% of our annualized rental income as of December 31, 2021.

For various reasons, some or all of our tenants may decide to exercise early termination rights under our leases or vacate our properties upon expiration of our leases. Also, our tenants may seek to reduce the space they occupy at our properties or otherwise modify their space utilization in response to the COVID-19 pandemic or for other reasons. If a significant number of our leases are terminated pursuant to these termination rights, our income and cash flow may materially decline, our ability to make or sustain distributions to our shareholders may be negatively impacted and the values of our properties may decline.

We have debt and we may incur additional debt.

As of December 31, 2021, our consolidated indebtedness was $2.6 billion. We had no amounts outstanding under our revolving credit facility and $750.0 million available for borrowing as of December 31, 2021 and February 15, 2022. Our credit

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agreement includes a feature under which the maximum borrowing availability may be increased to up to $1.95 billion in certain circumstances.

We are subject to numerous risks associated with our debt, including the risk that our cash flows could be insufficient for us to make required payments on our debt. There are no limits in our organizational documents on the amount of debt we may incur, and we may incur substantial debt. Our debt obligations could have important consequences to our security holders. Our incurrence of debt may increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business, and place us at a disadvantage in relation to competitors that have lower debt levels. Our incurrence of debt could also increase the costs to us of incurring additional debt, increase our exposure to floating interest rates or expose us to potential events of default (if not cured or waived) under covenants contained in debt instruments that could have a material adverse effect on our business, financial condition and operating results. Excessive debt could reduce the available cash flow to fund, or limit our ability to obtain financing for, working capital, capital expenditures, acquisitions, construction projects, refinancing, lease obligations or other purposes and hinder our ability to maintain investment grade ratings from nationally recognized credit rating agencies or to make or sustain distributions to our shareholders.

If we default under any of our debt obligations, we may be in default under the agreements governing other debt obligations of ours which have cross default provisions, including our credit agreement and our senior unsecured notes indentures and their supplements. In such case, our lenders or noteholders may demand immediate payment of any outstanding indebtedness and we could be forced to liquidate our assets for less than the values we would receive in a more orderly process.

We may fail to comply with the terms of the agreements governing our debt, which could adversely affect our business and may prevent our making distributions to our shareholders.

The agreements governing our debt include various conditions, covenants and events of default. We may not be able to satisfy all of these conditions or may default on some of these covenants for various reasons, including for reasons beyond our control. Complying with these covenants may limit our ability to take actions that may be beneficial to us and our security holders.

For example, our credit agreement and our senior unsecured notes indentures and their supplements require us to comply with certain financial and other covenants. Our ability to comply with such covenants will depend upon the net rental income we receive from our properties. If the occupancy at our properties declines or if our rents decline, we may be unable to borrow under our revolving credit facility. If we are unable to borrow under our revolving credit facility, we may be unable to meet our obligations or grow our business by acquiring additional properties. If we default under our credit agreement, our lenders may demand immediate payment and may elect not to fund future borrowings. During the continuance of any event of default under our credit agreement, we may be limited or in some cases prohibited from making distributions to our shareholders. Any default under our credit agreement that results in acceleration of our obligations to repay outstanding indebtedness or in our no longer being permitted to borrow under our revolving credit facility would likely have serious adverse consequences to us and would likely cause the value of our securities to decline.

In the future, we may obtain additional debt financing, and the covenants and conditions which apply to any such additional debt may be more restrictive than the covenants and conditions that are contained in the existing agreements governing our debt.

Changes in market interest rates, including changes resulting from the phase out of LIBOR, may adversely affect us.

Changes in market interest rates may be sudden and may significantly impede our growth. Interest rates have remained at relatively low levels on a historical basis, but the U.S. Federal Reserve recently indicated that, in light of the economic recovery and higher than anticipated inflation, it expects to raise interest rates as early as March 2022. However the timing, number and amount of any such future interest rate increases are uncertain.

In addition, as noted in Part II, Item 7A of this Annual Report on Form 10-K, LIBOR has been phased out for new contracts and is expected to be phased out for pre-existing contracts by June 30, 2023. We are required to pay interest on borrowings under our revolving credit facility at floating rates based on LIBOR, and interest we may pay on any future borrowings under our revolving credit facility may also require that we pay interest based upon LIBOR. We currently expect that the determination of interest under our revolving credit facility will be revised as provided under our credit agreement or amended as necessary to provide for an interest rate that approximates the existing interest rate as calculated in accordance with LIBOR. Despite our current expectations, we cannot be sure that any changes to the determination of interest under our credit agreement would approximate the current calculation in accordance with LIBOR. We cannot be certain of what standard, if any, will replace LIBOR, and any alternative interest rate index that may replace LIBOR may result in our paying increased interest.

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Interest rate increases may materially and negatively affect us in several ways, including:

•investors may consider whether to buy or sell our common shares based upon the distribution rate on our common shares relative to the then prevailing market interest rates. If market interest rates go up, investors may expect a higher distribution rate than we are able to pay, which may increase our cost of capital, or they may sell our common shares and seek alternative investments that offer higher distribution rates. Sales of our common shares may cause a decline in the value of our common shares;

•amounts outstanding under our revolving credit facility require interest to be paid at floating interest rates. When interest rates increase, our interest costs will increase, which could adversely affect our cash flows, our ability to pay principal and interest on our debt, our cost of refinancing our fixed rate debts when they become due and our ability to make or sustain distributions to our shareholders. Additionally, if we choose to hedge our interest rate risk, we cannot be sure that the hedge will be effective or that our hedging counterparty will meet its obligations to us; and

•property values are often determined, in part, based upon a capitalization of rental income formula. When market interest rates increase, property investors often demand higher capitalization rates and that causes property values to decline. Increases in interest rates could lower the value of our properties and cause the value of our securities to decline.

A downgrade in the credit rating of our debt could materially adversely affect our business and financial condition.

Our outstanding senior unsecured debt is rated investment grade by S&P Global Ratings and Moody's Investors Service. In determining our credit ratings, the rating agencies consider a number of both quantitative and qualitative factors, including earnings, fixed charges, cash flows, total debt outstanding, total secured debt, off balance sheet obligations, total capitalization and various ratios calculated from these factors. The rating agencies also consider predictability of cash flows, business strategy, joint venture activity, property development risks, industry conditions and contingencies. Therefore, any deterioration in our operating performance could cause our investment grade rating to come under pressure. Our corporate credit rating at S&P Global Ratings is currently “BBB-” with a stable outlook, and our corporate credit rating at Moody’s Investor Service is currently “Baa3” with a stable outlook. However, we cannot be sure that our credit ratings will not be lowered or withdrawn in their entirety. A negative change in our ratings outlook or any downgrade in our current investment grade credit ratings by rating agencies could adversely affect our cost and access to sources of liquidity and capital. Additionally, a downgrade could, among other things, increase the costs of borrowing under our revolving credit facility, adversely impact our ability to obtain unsecured debt or refinance our unsecured debt on competitive terms in the future, or require us to take certain actions to support our obligations, any of which would adversely affect our business and financial condition.

Ownership of real estate is subject to environmental risks and liabilities.

Ownership of real estate is subject to risks associated with environmental hazards. Under various laws, owners as well as tenants of real estate may be required to investigate and clean up or remove hazardous substances present at or migrating from properties they own, lease or operate and may be held liable for property damage or personal injuries that result from hazardous substances. These laws also expose us to the possibility that we may become liable to government agencies or third parties for costs and damages they incur in connection with hazardous substances. The costs and damages that may arise from environmental hazards may be substantial and are difficult to assess and estimate for numerous reasons, including uncertainty about the extent of contamination, alternative treatment methods that may be applied, the location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it may take to remediate contamination. In addition, these laws also impose various requirements regarding the operation and maintenance of properties and recordkeeping and reporting requirements relating to environmental matters that require us or the tenants of our properties to incur costs to comply with.

While our leases with non-government tenants generally require our tenants to operate in compliance with applicable law and to indemnify us against any environmental liabilities arising from their activities on our properties, applicable law may make us subject to strict liability by virtue of our ownership interests. Also, our tenants may have insufficient financial resources to satisfy their indemnification obligations under our leases or they may resist doing so. The U.S. government is not required to indemnify us for environmental hazards they create at our properties and therefore could hold us liable for environmental hazards they create at our properties and we could have no recourse to them. We may incur substantial liabilities and costs for environmental matters.

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We are subject to risks from adverse weather, natural disasters and climate change and climate related events, and we incur significant costs and invest significant amounts with respect to these matters.

We are subject to risks and could be exposed to additional costs from adverse weather, natural disasters and climate change and climate related events. For example, our properties could be severely damaged or destroyed from either singular extreme weather events (for example floods, storms and wildfires) or through long-term impacts of climatic conditions (such as precipitation frequency, weather instability and rise of sea levels). Such events could also adversely impact us or the tenants of our properties if we or they are unable to operate our or their businesses due to damage resulting from such events. If we fail to adequately prepare for such events, our revenues, results of operations and financial condition may be impacted. In addition, we may incur significant costs in preparing for possible future climate change or climate related events or in response to our tenants’ requests for such investments and we may not realize desirable returns on those investments.

RMR LLC relies on information technology and systems in providing services to us, and any material failure, inadequacy, interruption or security breach of that technology or those systems could materially harm us.

RMR LLC relies on information technology and systems, including the internet and cloud-based infrastructures, commercially available software and its internally developed applications, to process, transmit, store and safeguard information and to manage or support a variety of its business processes (including managing our building systems), including financial transactions and maintenance of records, which may include personal identifying information of employees, tenants and guarantors and lease data. If these systems experience material failures, inadequacies or interruptions, we could incur material costs and losses and our operations could be disrupted as a result. RMR LLC takes various actions, and incurs significant costs, to maintain and protect the operation and security of information technology and systems, including the data maintained in those systems. However, these measures may not prevent the systems’ improper functioning or a compromise in security.

Security breaches, computer viruses, attacks by hackers, online fraud schemes and similar breaches can create significant system disruptions, shutdowns, fraudulent transfer of assets or unauthorized disclosure of confidential information. The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our cybersecurity risks are heightened by, among other things, the evolving nature of the threats faced, advances in computer capabilities, new discoveries in the field of cryptography and new and increasingly sophisticated methods used to perpetrate illegal or fraudulent activities, including cyberattacks, email or wire fraud and other attacks exploiting security vulnerabilities in RMR LLC’s or other third parties’ information technology networks and systems or operations. The COVID-19 pandemic may adversely impact RMR LLC’s ability to maintain the security, proper function and availability of information technology and systems since a continued period of remote working by its employees or individuals with whom RMR LLC works outside of its organization could strain its technology resources and introduce operational risk, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. Although most of RMR LLC’s office-based employees have returned to the office, the ongoing transition to in person work arrangements, or any return to remote work in light of the resurgence of the COVID-19 pandemic may result in the continuation of many of the risks of offsite work arrangements. In addition, RMR LLC’s data security, data privacy, investor reporting and business continuity processes could be impacted by a third party’s inability to perform due to the COVID-19 pandemic or by the failure of, or attack on, their information systems and technology. Any failure by RMR LLC or third party vendors to maintain the security, proper function and availability of RMR LLC’s information technology and systems could result in financial losses, interrupt our operations, damage our reputation, cause us to be in default of material contracts and subject us to liability claims or regulatory penalties, any of which could materially and adversely affect our business and the value of our securities.

Third party expectations relating to ESG factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors and certain of our tenants and other stakeholders concerning corporate responsibility, specifically related to ESG factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us, or otherwise do business with us, if they believe our or RMR LLC’s policies relating to corporate responsibility are inadequate. Third party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and, in some cases, inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed are evolving, which could result in greater expectations of us and RMR LLC and cause us and RMR LLC to undertake costly initiatives to satisfy such new criteria. Alternatively, if we or RMR LLC elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third party provider, some investors may conclude that our or RMR LLC’s policies with respect to corporate responsibility are inadequate. We and RMR LLC may face reputational damage in the event that our or their corporate responsibility procedures or standards do not meet the standards set by various constituencies. If we and RMR LLC fail to satisfy the expectations of investors and our

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tenants and other stakeholders or our or RMR LLC’s initiatives are not executed as planned, our and RMR LLC’s reputation and financial results could be adversely affected, and our revenues, results of operations and ability to grow our business may be negatively impacted.

Insurance may not adequately cover our losses, and insurance costs may continue to increase.

We or the tenants are generally responsible for the costs of insurance at our properties, including for casualty, liability, fire, extended coverage and rental or business interruption loss insurance. In the future, we may acquire properties for which we are responsible for the costs of insurance. In the past few years, the costs of insurance have increased significantly, and these increased costs have had an adverse effect on us and certain of our tenants. Increased insurance costs may adversely affect our applicable tenants’ abilities to pay us rent or result in downward pressure on rents we can charge under new or renewed leases. Losses of a catastrophic nature, such as those caused by hurricanes, flooding, volcanic eruptions and earthquakes, among other things, losses as a result of outbreaks of pandemics, including the COVID-19 pandemic, or losses from terrorism, may be covered by insurance policies with limitations such as large deductibles or co-payments that we or a responsible tenant may not be able to pay. Insurance proceeds may not be adequate to restore an affected property to its condition prior to a loss or to compensate us for our losses, including lost revenues or other costs. Certain losses, such as losses we may incur as a result of known or unknown environmental conditions, are not covered by our insurance. Market conditions or our loss history may limit the scope of insurance or coverage available to us or our applicable tenants on economic terms. If we determine that an uninsured loss or a loss in excess of insured limits occurs and if we are not able to recover amounts from our applicable tenants for certain losses, we may have to incur uninsured costs as a result or lose all or a portion of the capital invested in a property, as well as the anticipated future revenue from the property.

Risks Related to Our Relationships with RMR LLC

We are dependent upon RMR LLC to manage our business and implement our growth strategy.

We have no employees. Personnel and services that we require are provided to us by RMR LLC pursuant to our management agreements with RMR LLC. Our ability to achieve our business objectives depends on RMR LLC and its ability to effectively manage our properties, to appropriately identify and complete our acquisitions and dispositions and to execute our growth strategy. Accordingly, our business is dependent upon RMR LLC’s business contacts, its ability to successfully hire, train, supervise and manage its personnel and its ability to maintain its operating systems. If we lose the services provided by RMR LLC or its key personnel, our business and growth prospects may decline. We may be unable to duplicate the quality and depth of management available to us by becoming internally managed or by hiring another manager. In the event RMR LLC is unwilling or unable to continue to provide management services to us, our cost of obtaining substitute services may be greater than the fees we pay RMR LLC under our management agreements, and as a result our expenses may increase.

RMR LLC has broad discretion in operating our day to day business.

Our manager, RMR LLC, is authorized to follow broad operating and investment guidelines and, therefore, has discretion in identifying the properties that will be appropriate investments for us, as well as our individual operating and investment decisions. Our Board of Trustees periodically reviews our operating and investment guidelines and our operating activities and investments but it does not review or approve each decision made by RMR LLC on our behalf. In addition, in conducting periodic reviews, our Board of Trustees relies primarily on information provided to it by RMR LLC. RMR LLC may exercise its discretion in a manner that results in investment returns that are substantially below expectations or that results in losses.

Our management structure and agreements and relationships with RMR LLC and RMR LLC’s and its controlling shareholder’s relationships with others may create conflicts of interest, or the perception of such conflicts, and may restrict our investment activities.

RMR LLC is a majority-owned subsidiary of RMR Inc. The Chair of our Board of Trustees who is also one of our Managing Trustees, Adam Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. and is a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. RMR LLC or its subsidiary also acts as the manager to certain other Nasdaq listed companies and private companies, as noted elsewhere in this Annual Report on Form 10-K, and Mr. Portnoy serves as a managing director, managing trustee, director or trustee, as applicable, of those companies, and as chair of the board of trustees or board of directors, as applicable, of certain of those companies.

Christopher Bilotto, our President and Chief Operating Officer, and Matthew Brown, our Chief Financial Officer and Treasurer, are also officers and employees of RMR LLC and Jennifer Clark, our other Managing Trustee, is also an employee of RMR LLC. Messrs. Portnoy, Bilotto and Brown and Ms. Clark have duties to RMR LLC, as well as to us, and we do not

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have their undivided attention. They and other RMR LLC personnel may have conflicts in allocating their time and resources between us and RMR LLC and other companies to which RMR LLC or its subsidiaries provide services. Some of our Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR LLC or its subsidiaries provide management services.

In addition, we may in the future enter into additional transactions with RMR LLC, its affiliates or entities managed by it or its subsidiaries. In addition to his investments in RMR Inc. and RMR LLC, Mr. Portnoy holds equity investments in other companies to which RMR LLC or its subsidiaries provide management services and some of these companies have significant cross ownership interests. Our executive officers may also own equity investments in other companies to which RMR LLC or its subsidiaries provide management services. These multiple responsibilities, relationships and cross ownerships may give rise to conflicts of interest or the perception of such conflicts of interest with respect to matters involving us, RMR Inc., RMR LLC, our Managing Trustees, the other companies to which RMR LLC or its subsidiaries provide management services and their related parties. Conflicts of interest or the perception of conflicts of interest could have a material adverse impact on our reputation, business and the market price of our common shares and other securities and we may be subject to increased risk of litigation as a result.

In our management agreements with RMR LLC, we acknowledge that RMR LLC may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to our policies and objectives and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR LLC. Accordingly, we may lose investment opportunities to, and may compete for tenants with, other businesses managed by RMR LLC or its subsidiaries. We cannot be sure that our Code of Conduct or our governance guidelines, or other procedural protections we adopt will be sufficient to enable us to identify, adequately address or mitigate actual or alleged conflicts of interest or ensure that our transactions with related persons are made on terms that are at least as favorable to us as those that would have been obtained with an unrelated person.

Our management agreements with RMR LLC were not negotiated on an arm’s length basis and their fee and expense structure may not create proper incentives for RMR LLC, which may increase the risk of an investment in our common shares.

As a result of our relationships with RMR LLC and its current and former controlling shareholder(s), our management agreements with RMR LLC were not negotiated on an arm’s length basis between unrelated parties, and therefore, while such agreements were negotiated with the use of a special committee and disinterested Trustees, the terms, including the fees payable to RMR LLC, may be different from those negotiated on an arm’s length basis between unrelated parties. Our property management fees are calculated based on rents we receive and construction supervision fees for construction at our properties overseen and managed by RMR LLC, and our base business management fee is calculated based upon the lower of the historical costs of our real estate investments and our market capitalization. We pay RMR LLC substantial base management fees regardless of our financial results. These fee arrangements could incentivize RMR LLC to pursue acquisitions, capital transactions, tenancies and construction projects or to avoid disposing of our assets in order to increase or maintain its management fees and might reduce RMR LLC’s incentive to devote its time and effort to seeking investments that provide attractive returns for us. If we do not effectively manage our investment, disposition and capital transactions and leasing, construction and other property management activities, we may pay increased management fees without proportional benefits to us. In addition, we are obligated under our management agreements to reimburse RMR LLC for employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel and our share of RMR LLC’s costs for providing our internal audit function. We are also required to pay for third party costs incurred with respect to us. Our obligation to reimburse RMR LLC for certain of its costs and to pay third party costs may reduce RMR LLC’s incentive to efficiently manage those costs, which may increase our costs.

The termination of our management agreements with RMR LLC may require us to pay a substantial termination fee, including in the case of a termination for unsatisfactory performance, which may limit our ability to end our relationship with RMR LLC.

The terms of our management agreements with RMR LLC automatically extend on December 31 of each year so that such terms thereafter end on the 20th anniversary of the date of the extension. We have the right to terminate these agreements: (1) at any time on 60 days’ written notice for convenience, (2) immediately upon written notice for cause, as defined in the agreements, (3) on written notice given within 60 days after the end of any applicable calendar year for a performance reason, as defined in the agreements, and (4) by written notice during the 12 months following a manager change of control, as defined in the agreements. However, if we terminate a management agreement for convenience, or if RMR LLC terminates a management agreement with us for good reason, as defined in such agreement, we are obligated to pay RMR LLC a termination

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fee in an amount equal to the sum of the present values of the monthly future fees, as defined in the applicable agreement, payable to RMR LLC for the term that was remaining before such termination, which, depending on the time of termination, would be between 19 and 20 years. Additionally, if we terminate a management agreement for a performance reason, as defined in the agreement, we are obligated to pay RMR LLC the termination fee calculated as described above, but assuming a remaining term of 10 years. These provisions substantially increase the cost to us of terminating the management agreements without cause, which may limit our ability to end our relationship with RMR LLC as our manager. The payment of the termination fee could have a material adverse effect on our financial condition, including our ability to pay distributions to our shareholders.

Our management arrangements with RMR LLC may discourage a change of control of us.

Our management agreements with RMR LLC have continuing 20 year terms that renew annually. As noted in the preceding risk factor, if we terminate either of these management agreements other than for cause or upon a change of control of our manager, we are obligated to pay RMR LLC a substantial termination fee. For these reasons, our management agreements with RMR LLC may discourage a change of control of us, including a change of control which might result in payment of a premium for our common shares.

We are party to transactions with related parties that may increase the risk of allegations of conflicts of interest.

We are party to transactions with related parties, including with entities controlled by Adam Portnoy or to which RMR LLC or its subsidiaries provide management services. Our agreements with related parties or in respect of transactions among related parties may not be on terms as favorable to us as they would have been if they had been negotiated among unrelated parties. We are subject to the risk that our shareholders or the shareholders of RMR Inc. or other related parties may challenge any such related party transactions. If challenges to related party transactions were to be successful, we might not realize the benefits expected from the transactions being challenged. Moreover, any such challenge could result in substantial costs and a diversion of our management’s attention, could have a material adverse effect on our reputation, business and growth and could adversely affect our ability to realize the benefits expected from the transactions, whether or not the allegations have merit or are substantiated.

We may be at an increased risk for dissident shareholder activities due to perceived conflicts of interest arising from our management structure and relationships.

Companies with business dealings with related persons and entities may more often be the target of dissident shareholder trustee nominations, dissident shareholder proposals and shareholder litigation alleging conflicts of interest in their business dealings. Our relationships with RMR LLC, the other companies to which RMR LLC or its subsidiaries provide management services, Adam Portnoy and other related persons of RMR LLC may precipitate such activities. Certain proxy advisory firms which have significant influence over the voting by shareholders of public companies have, in the past, recommended, and in the future may recommend, that shareholders withhold votes for the election of our incumbent Trustees, vote against our say on pay vote or other management proposals or vote for shareholder proposals that we oppose. These recommendations by proxy advisory firms in the future would likely affect the outcome of future Board of Trustees elections and votes on our say on pay, which may increase shareholder activism and litigation. These activities, if instituted against us, could result in substantial costs, and diversion of our management’s attention and could have a material adverse impact on our reputation and business.

Risks Related to Our Organization and Structure

Ownership limitations and certain provisions in our declaration of trust, bylaws and agreements, as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or unsolicited acquisition proposals.

Our declaration of trust prohibits any shareholder, other than RMR LLC and its affiliates (as defined under Maryland law) and certain persons who have been exempted by our Board of Trustees, from owning, directly and by attribution, more than 9.8% of the number or value of shares (whichever is more restrictive) of any class or series of our outstanding shares of beneficial interest, including our common shares. This provision of our declaration of trust is intended to, among other purposes, assist with our REIT compliance under the IRC and otherwise promote our orderly governance. However, this provision may also inhibit acquisitions of a significant stake in us and may deter, delay or prevent a change in control of us or unsolicited acquisition proposals that a shareholder may consider favorable. Additionally, provisions contained in our declaration of trust and bylaws or under Maryland law may have a similar impact, including, for example, provisions relating to:

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•the current different terms of our Trustees, with a majority of our existing Trustees having terms expiring in 2022 and the remainder having terms expiring in 2023, which could delay a change of control of us (although beginning at our 2023 annual meeting of shareholders and thereafter, all of our Trustees will stand for election for one year terms);

•limitations on shareholder voting rights with respect to certain actions that are not approved by our Board of Trustees;

•the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on our Board of Trustees;

•shareholder voting standards which require a supermajority of shares for approval of certain actions;

•the fact that only our Board of Trustees, or, if there are no Trustees, our officers, may call shareholder meetings and that shareholders are not entitled to act without a meeting;

•required qualifications for an individual to serve as a Trustee and a requirement that certain of our Trustees be “Managing Trustees” and other Trustees be “Independent Trustees,” as defined in our governing documents;

•limitations on the ability of our shareholders to propose nominees for election as Trustees and propose other business to be considered at a meeting of our shareholders;

•limitations on the ability of our shareholders to remove our Trustees;

•the authority of our Board of Trustees to create and issue new classes or series of shares (including shares with voting rights and other rights and privileges that may deter a change in control) and issue additional common shares;

•restrictions on business combinations between us and an interested shareholder that have not first been approved by our Board of Trustees (including a majority of Trustees not related to the interested shareholder); and

•the authority of our Board of Trustees, without shareholder approval, to implement certain takeover defenses.

As changes occur in the marketplace for corporate governance policies, the above provisions may change, be removed, or new ones may be added.

Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.

Our declaration of trust limits the liability of our Trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our Trustees and officers will not have any liability to us and our shareholders for money damages other than liability resulting from:

•actual receipt of an improper benefit or profit in money, property or services; or

•active and deliberate dishonesty by the Trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our declaration of trust authorizes us, and our bylaws and indemnification agreements require us, to indemnify, to the maximum extent permitted by Maryland law, any present or former Trustee or officer who is made or threatened to be made a party to a proceeding by reason of his or her service in these and certain other capacities. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former Trustees and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our present and former Trustees and officers than might otherwise exist absent the provisions in our declaration of trust, bylaws and indemnification agreements or that might exist with other companies, which could limit our shareholders’ recourse in the event of actions not in their best interest.

Shareholder litigation against us or our Trustees, officers, manager or other agents may be referred to mandatory arbitration proceedings, which follow different procedures than in-court litigation and may be more restrictive to shareholders asserting claims than in-court litigation.

Our shareholders agree, by virtue of becoming shareholders, that they are bound by our governing documents, including the arbitration provisions of our declaration of trust and bylaws, as they may be amended from time to time. Our governing documents provide that certain actions by one or more of our shareholders against us or any of our Trustees, officers, manager or other agents, other than disputes, or any portion thereof, regarding the meaning, interpretation or validity of any provision of our declaration of trust or bylaws, will be referred to mandatory, binding and final arbitration proceedings if we, or any other

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party to such dispute, including any of our Trustees, officers, manager or other agents unilaterally so demands. As a result, we and our shareholders would not be able to pursue litigation in state or federal court against us or our Trustees, officers, manager or other agents, including, for example, claims alleging violations of federal securities laws or breach of fiduciary duties or similar director or officer duties under Maryland law, if we or any of our Trustees, officers, manager or other agents against whom the claim is made unilaterally demands the matter be resolved by arbitration. Instead, our shareholders would be required to pursue such claims through binding and final arbitration.

Our governing documents provide that such arbitration proceedings would be conducted in accordance with the procedures of the Commercial Arbitration Rules of the American Arbitration Association, as modified in our bylaws. These procedures may provide materially more limited rights to our shareholders than litigation in a federal or state court. For example, arbitration in accordance with these procedures does not include the opportunity for a jury trial, document discovery is limited, arbitration hearings generally are not open to the public, there are no witness depositions in advance of arbitration hearings and arbitrators may have different qualifications or experiences than judges. In addition, although our governing documents’ arbitration provisions contemplate that arbitration may be brought in a representative capacity or on behalf of a class of our shareholders, the rules governing such representation or class arbitration may be different from, and less favorable to shareholders than, the rules governing representative or class action litigation in courts. Our governing documents also generally provide that each party to such an arbitration is required to bear its own costs in the arbitration, including attorneys’ fees, and that the arbitrators may not render an award that includes shifting of such costs or, in a derivative or class proceeding, award any portion of our award to any shareholder or such shareholder’s attorneys. The arbitration provisions of our governing documents may discourage our shareholders from bringing, and attorneys from agreeing to represent our shareholders wishing to bring, litigation against us or our Trustees, officers, manager or other agents. Our agreements with RMR LLC have similar arbitration provisions to those in our governing documents.

We believe that the arbitration provisions in our governing documents are enforceable under both state and federal law, including with respect to federal securities laws claims. We are a Maryland real estate investment trust and Maryland courts have upheld the enforceability of arbitration bylaws. In addition, the U.S. Supreme Court has repeatedly upheld agreements to arbitrate other federal statutory claims, including those that implicate important federal policies. However, some academics, legal practitioners and others are of the view that charter or bylaw provisions mandating arbitration are not enforceable with respect to federal securities laws claims. It is possible that the arbitration provisions of our governing documents may ultimately be determined to be unenforceable.

By agreeing to the arbitration provisions of our governing documents, shareholders will not be deemed to have waived compliance by us with federal securities laws and the rules and regulations thereunder.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a judicial forum they deem favorable for disputes with us or our Trustees, officers, manager or other agents.

Our bylaws currently provide that, unless the dispute has been referred to binding arbitration, the Circuit Court for Baltimore City, Maryland will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim for breach of a duty owed by any Trustee, officer, manager, agent or employee of ours to us or our shareholders; (3) any action asserting a claim against us or any Trustee, officer, manager, agent or employee of ours arising pursuant to Maryland law, our declaration of trust or bylaws brought by or on behalf of a shareholder, either on his, her or its own behalf, on our behalf or on behalf of any series or class of shares of beneficial interest of ours or by our shareholders against us or any Trustee, officer, manager, agent or employee of ours, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of our declaration of trust or bylaws; or (4) any action asserting a claim against us or any Trustee, officer, manager, agent or employee of ours that is governed by the internal affairs doctrine. Our bylaws currently also provide that the Circuit Court for Baltimore City, Maryland will be the sole and exclusive forum for any dispute, or portion thereof, regarding the meaning, interpretation or validity of any provision of our declaration of trust or bylaws. The exclusive forum provision of our bylaws does not apply to any action for which the Circuit Court for Baltimore City, Maryland does not have jurisdiction or to a dispute that has been referred to binding arbitration in accordance with our bylaws. The exclusive forum provision of our bylaws does not establish exclusive jurisdiction in the Circuit Court for Baltimore City, Maryland for claims that arise under the Securities Act, the Exchange Act or other federal securities laws if there is exclusive or concurrent jurisdiction in the federal courts. Any person or entity purchasing or otherwise acquiring or holding any interest in our shares of beneficial interest shall be deemed to have notice of and to have consented to these provisions of our bylaws, as they may be amended from time to time. The arbitration and exclusive forum provisions of our bylaws may limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for disputes with us or our Trustees, officers, manager or other agents, which may discourage lawsuits against us and our Trustees, officers, manager or other agents.

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We may change our operational, financing and investment policies without shareholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our Board of Trustees determines our operational, financing and investment policies and may amend or revise our policies, including our policies with respect to our intention to remain qualified for taxation as a REIT, acquisitions, dispositions, growth, operations, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our shareholders. Policy changes could adversely affect the market price of our common shares and our ability to make or sustain distributions to our shareholders. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our Board of Trustees may alter or eliminate our current policy on borrowing at any time without shareholder approval. If this policy changes, we could become more highly leveraged, which could result in an increase in our debt service costs or a downgrade in our credit ratings. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk.

Risks Related to Our Taxation

Our failure to remain qualified for taxation as a REIT under the IRC could have significant adverse consequences.

As a REIT, we generally do not pay federal or most state income taxes as long as we distribute all of our REIT taxable income and meet other qualifications set forth in the IRC. However, actual qualification for taxation as a REIT under the IRC depends on our satisfying complex statutory requirements, for which there are only limited judicial and administrative interpretations. We believe that we have been organized and have operated, and will continue to be organized and to operate, in a manner that qualified and will continue to qualify us to be taxed as a REIT under the IRC. However, we cannot be sure that the IRS, upon review or audit, will agree with this conclusion. Furthermore, we cannot be sure that the federal government, or any state or other taxation authority, will continue to afford favorable income tax treatment to REITs and their shareholders.

Maintaining our qualification for taxation as a REIT under the IRC will require us to continue to satisfy tests concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders. In order to meet these requirements, it may be necessary for us to sell or forgo attractive investments.

If we cease to qualify for taxation as a REIT under the IRC, then our ability to raise capital might be adversely affected, we will be in breach under our credit agreement, we may be subject to material amounts of federal and state income taxes, our cash available for distribution to our shareholders could be reduced, and the market price of our common shares could decline. In addition, if we lose or revoke our qualification for taxation as a REIT under the IRC for a taxable year, we will generally be prevented from requalifying for taxation as a REIT for the next four taxable years.

Distributions to shareholders generally will not qualify for reduced tax rates applicable to “qualified dividends.”

Dividends payable by U.S. corporations to noncorporate shareholders, such as individuals, trusts and estates, are generally eligible for reduced federal income tax rates applicable to “qualified dividends.” Distributions paid by REITs generally are not treated as “qualified dividends” under the IRC and the reduced rates applicable to such dividends do not generally apply. However, for tax years beginning before 2026, REIT dividends paid to noncorporate shareholders are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the IRC for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate “qualified” dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of our common shares.

REIT distribution requirements could adversely affect us and our shareholders.

We generally must distribute annually at least 90% of our REIT taxable income, subject to specified adjustments and excluding any net capital gain, in order to maintain our qualification for taxation as a REIT under the IRC. To the extent that we satisfy this distribution requirement, federal corporate income tax will not apply to the earnings that we distribute, but if we distribute less than 100% of our REIT taxable income, then we will be subject to federal corporate income tax on our undistributed taxable income. We intend to make distributions to our shareholders to comply with the REIT requirements of the IRC. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders in a calendar year is less than a minimum amount specified under federal tax laws.

From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in accordance with U.S. generally accepted accounting principles, or GAAP, or differences in timing between the recognition of

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taxable income and the actual receipt of cash may occur. If we do not have other funds available in these situations, among other things, we may borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions in order to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our shareholders’ equity. Thus, compliance with the REIT distribution requirements may hinder our ability to grow, which could cause the market price of our common shares to decline.

Even if we remain qualified for taxation as a REIT under the IRC, we may face other tax liabilities that reduce our cash flow.

Even if we remain qualified for taxation as a REIT under the IRC, we may be subject to federal, state and local taxes on our income and assets, including taxes on any undistributed income, excise taxes, state or local income, property and transfer taxes, and other taxes. Also, some jurisdictions may in the future limit or eliminate favorable income tax deductions, including the dividends paid deduction, which could increase our income tax expense. In addition, in order to meet the requirements for qualification and taxation as a REIT under the IRC, prevent the recognition of particular types of non-cash income, or avert the imposition of a 100% tax that applies to specified gains derived by a REIT from dealer property or inventory, we may hold or dispose of some of our assets and conduct some of our operations through our TRSs or other subsidiary corporations that will be subject to corporate level income tax at regular rates. In addition, while we intend that our transactions with our TRSs will be conducted on arm’s length bases, we may be subject to a 100% excise tax on a transaction that the IRS or a court determines was not conducted at arm’s length. Any of these taxes would decrease cash available for distribution to our shareholders.

Legislative or other actions affecting REITs could materially and adversely affect us and our shareholders.

The rules dealing with U.S. federal, state, and local taxation are constantly under review by persons involved in the legislative process and by the IRS, the U.S. Department of the Treasury, and other taxation authorities. Changes to the tax laws, with or without retroactive application, could materially and adversely affect us and our shareholders. We cannot predict how changes in the tax laws might affect us or our shareholders. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to remain qualified for taxation as a REIT or the tax consequences of such qualification to us and our shareholders.

Risks Related to Our Securities

Our distributions to our shareholders may be reduced or eliminated and the form of payment could change.

We intend to continue to make regular quarterly distributions to our shareholders. However:

•our ability to make or sustain the rate of distributions may be adversely affected if any of the risks described in this Annual Report on Form 10-K occur, including any negative impact caused by the prolonged duration of the COVID-19 pandemic and its aftermath on our business, results of operations and liquidity;

•our making of distributions is subject to restrictions contained in the agreements governing our debt and may be subject to restrictions in future debt obligations we may incur; during the continuance of any event of default under the agreements governing our debt, we may be limited or in some cases prohibited from making distributions to our shareholders; and

•the timing and amount of any distributions will be determined at the discretion of our Board of Trustees and will depend on various factors that our Board of Trustees deems relevant, including our funds from operations, or FFO, normalized funds from operations, or Normalized FFO, requirements to maintain our qualification for taxation as a REIT, limitations in the agreements governing our debt, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations.

For these reasons, among others, our distribution rate may decline or we may cease making distributions to our shareholders.

Further, in order to preserve liquidity, we may elect to pay distributions to our shareholders in part in a form other than cash, such as issuing additional common shares of ours to our shareholders, as permitted by the applicable tax rules.

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The Notes are structurally subordinated to the payment of all indebtedness and other liabilities.

We are the sole obligor on our outstanding senior unsecured notes, and our outstanding senior unsecured notes and any notes or other debt securities we may issue in the future, or, together with our outstanding senior unsecured notes, or the Notes, and such Notes are not, and any Notes we may issue in the future may not be guaranteed by any of our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the Notes, or to make any funds available therefor, whether by distribution, loan or other payments. The rights of holders of Notes to benefit from any of the assets of our subsidiaries are subject to the prior satisfaction of claims of our subsidiaries’ creditors. As a result, the Notes are, and, except to the extent that future Notes are guaranteed by our subsidiaries, will be, structurally subordinated to all of the debt and other liabilities and obligations of our subsidiaries, including guarantees of other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity. As of December 31, 2021, our subsidiaries had total indebtedness and other liabilities (excluding security and other deposits and guaranties) of $194.1 million.

There may be no public market for certain of the Notes, and one may not develop, be maintained or be liquid.

We have not applied for listing of certain of the Notes on any securities exchange or for quotation on any automatic dealer quotation system, and we may not do so for Notes issued in the future. We cannot be sure that the liquidity of any market that may develop for such Notes, the ability of any holder to sell such Notes or the price at which holders would be able to sell such Notes. If a market for such Notes does not develop, holders may be unable to resell such Notes for an extended period of time, if at all. If a market for such Notes does develop, it may not continue or it may not be sufficiently liquid to allow holders to resell such Notes. Consequently, holders of the Notes may not be able to liquidate their investment readily, and lenders may not readily accept such Notes as collateral for loans.

The Notes may trade at a discount from their initial issue price or principal amount, depending upon many factors, including prevailing interest rates, the ratings assigned by rating agencies, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects. Any decline in market prices, regardless of cause, may adversely affect the liquidity and trading markets for the Notes.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

As of December 31, 2021, our wholly owned properties were comprised of 178 properties located in 33 states and the District of Columbia containing approximately 23.3 million rentable square feet and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties totaling approximately 444,000 rentable square feet. The following table provides certain information about our wholly owned properties as of December 31, 2021 (dollars in thousands):

State	Number of Properties	Undepreciated Carrying Value (1)		Depreciated Carrying Value (1)		Annualized Rental Income
Alabama	6	$	38,710	$	33,728	$	6,682
Arizona	5	31,043		27,842		4,664
California	23	418,029		364,084		60,653
Colorado	7	99,232		74,740		20,362
District of Columbia	7	602,767		522,241		57,001
Florida	3	58,459		46,525		9,628
Georgia	11	366,606		316,907		47,399
Hawaii (2)	1	2,001		2,001		—
Idaho	3	33,432		26,413		4,431
Illinois	5	408,197		395,057		53,383
Indiana	5	101,364		79,502		13,727
Iowa	1	10,646		9,981		3,283
Kentucky	2	18,020		15,022		3,965
Maryland	13	244,687		207,916		34,559
Massachusetts	8	140,958		121,368		20,989
Michigan	2	27,686		21,899		4,222
Minnesota	1	8,264		3,926		1,126
Mississippi	1	26,427		20,324		3,919
Missouri	3	87,366		74,843		23,389
Nebraska	2	19,477		18,438		4,201
New Jersey	3	48,859		45,872		14,570
New York	3	38,126		30,451		9,735
North Carolina	2	22,918		20,952		6,872
Ohio	1	1,216		1,153		840
Oregon	1	30,838		24,920		4,516
Pennsylvania	1	30,655		28,679		6,924
South Carolina	2	31,386		30,562		3,771
Texas	16	262,909		239,483		44,117
Utah	3	64,463		59,723		16,046
Vermont	1	9,256		6,732		1,168
Virginia	24	481,350		425,004		69,034
Washington	7	133,725		112,423		18,564
Wyoming	1	12,014		6,463		2,611
Subtotal	174	3,911,086		3,415,174		576,351

Properties Held for Sale
Maryland (3)	1	6,447		6,447		—
Virginia (4)	2	17,745		15,391		2,957
Wisconsin	1	3,598		3,598		810
Subtotal	4	27,790		25,436		3,767
Grand Total	178	$	3,938,876	$	3,440,610	$	580,118

(1)Excludes value assigned to real estate intangibles in purchase price allocations.

(2)Property is a leasable land parcel.

(3)This property was sold in January 2022.

(4)These properties were sold in February 2022.

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As of December 31, 2021, three of our properties with an aggregate undepreciated carrying value, excluding value assigned to real estate intangibles in purchase price allocations, of $168.7 million, were encumbered by mortgages with a principal balance totaling $98.3 million. The three properties owned by our two unconsolidated joint ventures in which we own 51% and 50% interests were encumbered by two mortgages totaling $82.0 million as of December 31, 2021. For more information regarding our mortgages and our two unconsolidated joint ventures, see Notes 3 and 8 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Item 3. Legal Proceedings

From time to time, we may become involved in litigation matters incidental to the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, we are currently not a party to any litigation which we expect to have a material adverse effect on our business.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are traded on Nasdaq (symbol: OPI).

As of February 10, 2022, there were 1,983 shareholders of record of our common shares.

Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2021:

Calendar Month	Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 2021	259	$	25.90	—	—

(1)These common share withholdings and purchases were made to satisfy tax withholding and payment obligations of a former officer of RMR LLC in connection with the vesting of prior awards of common shares to them. We withheld and purchased these shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the purchase dates.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our Consolidated Financial Statements and accompanying notes included in Part IV, Item 15 of this Annual Report on Form 10-K.

OVERVIEW (dollars in thousands, except per share and per square foot data)

We are a REIT organized under Maryland law. As of December 31, 2021, our wholly owned properties were comprised of 178 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 December 31, 2021, our properties are located in 33 states and the District of Columbia and contain approximately 23,271,000 rentable square feet. As of December 31, 2021, our properties were leased to 333 different tenants, with a weighted average remaining lease term (based on annualized rental income) of approximately 5.9 years. The U.S. government is our largest tenant, representing approximately 19.5% of our annualized rental income as of December 31, 2021.

The COVID-19 pandemic and the various governmental and market responses intended to contain and mitigate the spread of the virus and its detrimental public health impact have had a significant impact on the global economy, including the U.S. economy. Many of the restrictions that had been imposed in the United States during the pandemic have since been lifted and commercial activity in the United States generally has increasingly returned to pre-pandemic practices and operations, although recent variants of the virus have caused increased infections and resulted in governments and businesses implementing or

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adopting certain requirements, including proof of vaccinations and mask wearing. 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. However, as a result of the COVID-19 pandemic, we granted temporary rent assistance totaling $2,483 to 18 tenants. This assistance generally entailed a deferral of, in most cases, one month of rent pursuant to deferred payment plans which required the deferred rent amounts be payable over a 12-month period. As of December 31, 2021, we had collected 100% of our granted rent deferrals.

The ultimate adverse impact of the COVID-19 pandemic 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 and risks relating to the COVID-19 pandemic on us and our business, see elsewhere in this Annual Report on Form 10-K, including “Warning Concerning Forward-Looking Statements” and Part I, Item 1A, “Risk Factors”.

Property Operations

Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of December 31, 2021 and excludes three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. For more information regarding our properties classified as held for sale and our two unconsolidated joint ventures, see Note 3 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Occupancy data for our properties as of December 31, 2021 and 2020 was as follows (square feet in thousands):

	All Properties (1)				Comparable Properties (2)
	December 31,				December 31,
	2021		2020		2021		2020
Total properties (3)	178		181		167		167
Total rentable square feet (4)	23,271		24,889		21,223		21,217
Percent leased (5)	89.5	%	91.2	%	91.2	%	92.0	%

(1)Based on properties we owned on December 31, 2021 and 2020, respectively.

(2)Based on properties we owned continuously since January 1, 2020; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests.

(3)Includes one leasable land parcel.

(4)Subject to changes when space is remeasured or reconfigured for tenants.

(5)Percent leased includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date.

The average effective rental rate per square foot for our properties for the years ended December 31, 2021 and 2020 are as follows:

	Year Ended December 31,
Average effective rental rate per square foot (1):	2021		2020
All properties (2)	$	27.55	$	25.93
Comparable properties (3)	$	27.27	$	27.13

(1)Average effective rental rate per square foot represents total rental income during the period specified divided by the average rentable square feet leased during the period specified.

(2)Based on properties we owned on December 31, 2021 and 2020, respectively.

(3)Based on properties we owned continuously since January 1, 2020; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests.

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During the year ended December 31, 2021, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):

	Year Ended December 31, 2021
	Leased	Available for Lease	Total
Beginning of year	22,705	2,184	24,889
Changes resulting from:
Acquisition of properties	899	27	926
Disposition of properties	(2,491)	(74)	(2,565)
Lease expirations	(2,796)	2,796	—
Lease renewals (1)	1,638	(1,638)	—
New leases (1)	846	(846)	—
Remeasurements (2)	16	5	21
End of year	20,817	2,454	23,271

(1)Based on leases entered during the year ended December 31, 2021.

(2)Rentable square feet are subject to changes when space is remeasured or reconfigured for tenants.

Leases at our properties totaling approximately 2,796,000 rentable square feet expired during the year ended December 31, 2021. During the year ended December 31, 2021, we entered into new and renewal leases as summarized in the following table (square feet in thousands):

	Year Ended December 31, 2021
	New Leases			Renewals			Total
Rentable square feet leased	846			1,638			2,484
Weighted average rental rate change (by rentable square feet)	7.6		%	5.6		%	6.3		%
Tenant leasing costs and concession commitments (1)(2)	$	107,060		$	35,258		$	142,318
Tenant leasing costs and concession commitments per rentable square foot (1)(2)	$	126.54		$	21.53		$	57.29
Weighted (by square feet) average lease term (years)	16.5			5.9			9.5
Total leasing costs and concession commitments per rentable square foot per year (1)(2)	$	7.66		$	3.65		$	6.02

(1)Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.

(2)Includes commitments totaling approximately $66,000 in connection with the lease we entered with Sonesta in June 2021 related to the redevelopment of a property in Washington, D.C. These costs represent the estimated costs related to the planned hotel component of the property.

During the year ended December 31, 2021, changes in effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the year ended December 31, 2021, when compared to prior effective rental rates per square foot in effect for the same space (and excluding space acquired vacant), were as follows (square feet in thousands):

	Year Ended December 31, 2021
	Old Effective Rent Per Square Foot (1)	New Effective Rent Per Square Foot (1)	Rentable Square Feet
New leases	$24.79	$28.47	185
Lease renewals	$27.20	$28.82	1,359
Total leasing activity	$26.91	$28.78	1,544

(1)Effective rental rate includes contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated expense reimbursements to be paid to us, and excludes lease value amortization.

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During the years ended December 31, 2021 and 2020, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows:

	Year Ended December 31,
	2021		2020
Lease related costs (1)	$	42,751	$	34,972
Building improvements (2)	30,103		41,280
Recurring capital expenditures	72,854		76,252
Development, redevelopment and other activities (3)	56,243		16,858
Total capital expenditures	$	129,097	$	93,110

(1)Lease related costs generally include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and other tenant inducements.

(2)Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.

(3)Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue. 

As of December 31, 2021, we have estimated unspent leasing related obligations of $121,754, of which we expect to spend $72,516 over the next 12 months.

As of December 31, 2021, we had leases at our properties totaling approximately 1,753,000 rentable square feet that were scheduled to expire during 2022. As of February 15, 2022, we expect tenants with leases totaling approximately 935,000 rentable square feet that are scheduled to expire during 2022, to not renew their leases upon expiration and we cannot be sure as to whether other tenants will renew their leases upon expiration. Of the approximately 935,000 rentable square feet that is expiring and expected to not renew in 2022, approximately 300,000 rentable square feet is in the planning stage of a redevelopment project at a three-property campus located in Seattle, WA. As a result of the COVID-19 pandemic and its economic impact, leasing activity has been volatile and may remain so until office property market conditions meaningfully improve and stabilize for a sustained period. However, we remain focused on proactive dialogues with our existing tenants and overall tenant retention. Prevailing market conditions and government and other tenants’ needs at the time we negotiate and enter leases or lease renewals will generally determine rental rates and demand for leased space at our properties, and market conditions and our tenants’ needs are beyond our control. Whenever we renew or enter into new leases for our properties, we intend to seek rents which are equal to or higher than our historical rents for the same properties; however, our ability to maintain or increase the rents for our current properties will depend in large part upon market conditions, which are beyond our control. We cannot be sure of the rental rates which will result from our ongoing negotiations regarding lease renewals or any new or renewed leases we may enter; also, we may experience material declines in our rental income due to vacancies upon lease expirations or early terminations. Additionally, we may incur significant costs to renew our leases with current tenants or lease our properties to new tenants.

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As of December 31, 2021, our lease expirations by year are as follows (square feet in thousands):

Year (1)	Number of Leases Expiring	Leased Square Feet Expiring (2)	Percent of Total	Cumulative Percent of Total	Annualized Rental Income Expiring		Percent of Total	Cumulative Percent of Total
2022	83	1,753	8.4%	8.4%	$	49,420	8.5%	8.5%
2023	68	2,752	13.2%	21.6%	87,458		15.1%	23.6%
2024	58	3,209	15.4%	37.0%	84,080		14.5%	38.1%
2025	53	2,147	10.3%	47.3%	45,830		7.9%	46.0%
2026	40	1,858	8.9%	56.2%	49,015		8.4%	54.4%
2027	36	1,958	9.4%	65.6%	51,208		8.8%	63.2%
2028	16	1,277	6.1%	71.7%	47,262		8.1%	71.3%
2029	19	970	4.7%	76.4%	27,233		4.7%	76.0%
2030	15	522	2.5%	78.9%	15,350		2.6%	78.6%
2031 and thereafter	45	4,371	21.1%	100.0%	123,262		21.4%	100.0%
Total	433	20,817	100.0%		$	580,118	100.0%
Weighted average remaining lease term (in years)		5.8			5.9

(1)The year of lease expiration is pursuant to current contract terms. Some of our leases allow the tenants to vacate the leased premises before the stated expirations of their leases with little or no liability. As of December 31, 2021, tenants occupying approximately 5.6% of our rentable square feet and responsible for approximately 5.7% of our annualized rental income as of December 31, 2021, currently have exercisable rights to terminate their leases before the stated terms of their leases expire. Also, in 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2035 and 2040 early termination rights become exercisable by other tenants who currently occupy an additional approximately 1.5%, 2.8%, 2.5%, 3.9%, 1.1%, 0.8%, 1.2%, 0.5%, 0.6%, 0.4% and 0.3% of our rentable square feet, respectively, and contribute an additional approximately 1.7%, 3.9%, 2.9%, 7.1%, 1.4%, 1.3%, 1.3%, 0.9%, 0.7%, 0.5% and 0.3% of our annualized rental income, respectively, as of December 31, 2021. In addition, as of December 31, 2021, pursuant to leases with 14 of our tenants, these tenants have rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These 14 tenants occupy approximately 6.0% of our rentable square feet and contribute approximately 6.6% of our annualized rental income as of December 31, 2021.

(2)Leased square feet is pursuant to leases existing as of December 31, 2021, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any. Square feet measurements are subject to changes when space is remeasured or reconfigured for new tenants.

We generally will seek to renew or extend the terms of leases at properties with single or majority tenants when they expire. Because of the capital many of the tenants in these properties have invested in the properties and because many of these properties appear to be of strategic importance to the tenants’ businesses, we believe that it is likely that these tenants will renew or extend their leases prior to when they expire. However, recent shifts in workplace practices, including as a result of the COVID-19 pandemic, have resulted in a significant increase in alternative work arrangements, including work from home practices. It is uncertain to what extent and how long work from home arrangements may continue, or if other hybrid work arrangements will continue or increase. If these arrangements continue or increase, our single or majority tenants may not seek to renew or extend their leases when they expire, or may seek to renew their leases for less space than the currently occupy. If we are unable to extend or renew our leases, or we renew leases for reduced space, it may be time consuming and expensive to relet some of these properties.

We believe that recent government budgetary and spending priorities and enhancements in technology have resulted in a decrease in government office use for employees. Furthermore, over the past several years, government tenants have reduced their space utilization per employee and consolidated government tenants into existing government owned properties. This activity has reduced the demand for government leased space. Our historical experience with respect to properties of the type we own that are majority leased to government tenants has been that government tenants frequently renew leases to avoid the costs and disruptions that may result from relocating their operations. However, efforts to manage space utilization rates may result in our tenants exercising early termination rights under our leases, vacating our properties upon expiration of our leases in order to relocate, or renewing their leases for less space than they currently occupy. Also, our government tenants’ desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Increasing uncertainty with respect to government agency budgets and funding to implement relocations, consolidations and reconfigurations has resulted in delayed decisions by some of our government tenants and their reliance on short term lease renewals; however, activity prior to the outbreak of the COVID-19 pandemic suggested that the U.S. government had begun to shift its leasing strategy to include longer term leases and was actively exploring 10 to 20 year lease terms at renewal, in some instances. However, the COVID-19 pandemic and its aftermath have had negative impacts on government budgets and resources, although there are indications that, to date, certain of those impacts may not have been as negative as originally expected, and it is unclear what the effect of these impacts will be on government demand for leasing office space. Given the significant uncertainties, including as to the

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COVID-19 pandemic, its economic impact and its aftermath, we are unable to reasonably project what the financial impact of market conditions or changing government circumstances will be on the demand for leased space at our properties and our financial results for future periods.

As of December 31, 2021, we derive 21.8% of our annualized rental income from our properties located in the metropolitan Washington, D.C. market area, which includes Washington, D.C., Northern Virginia and suburban Maryland. A downturn in economic conditions in this area, including as a result of the COVID-19 pandemic, could result in reduced demand from tenants for our properties or reduce the rents that our tenants in this area are willing to pay when our leases expire or terminate and when renewal or new terms are negotiated. Additionally, in recent years there has been a decrease in demand for new leased office space by the U.S. government in the metropolitan Washington, D.C. market area, and that could increase competition for government tenants and adversely affect our ability to retain government tenants when our leases expire.

Our manager, RMR LLC, employs a tenant review process for us. RMR LLC assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR LLC evaluates the creditworthiness of a tenant based on information concerning the tenant that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant’s lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant’s lease obligations. As of December 31, 2021, tenants contributing 51.6% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 10.2% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents).

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As of December 31, 2021, tenants representing 1% or more of our total annualized rental income were as follows (square feet in thousands):

	Tenant	Credit Rating	Sq. Ft.	% of Leased Sq. Ft.		Annualized Rental Income		% of Total Annualized Rental Income
1	U.S. Government	Investment Grade	4,196	20.2	%	$	112,905	19.5	%
2	Alphabet Inc. (Google)	Investment Grade	386	1.9	%	20,924		3.6	%
3	Shook, Hardy & Bacon L.L.P.	Not Rated	596	2.9	%	19,187		3.3	%
4	Bank of America Corporation	Investment Grade	577	2.8	%	15,803		2.7	%
5	State of California	Investment Grade	523	2.5	%	15,578		2.7	%
6	IG Investments Holdings LLC	Not Rated	333	1.6	%	15,466		2.7	%
7	F5 Inc.	Not Rated	299	1.4	%	12,752		2.2	%
8	Commonwealth of Massachusetts	Investment Grade	311	1.5	%	12,260		2.1	%
9	CareFirst Inc.	Not Rated	207	1.0	%	11,870		2.0	%
10	Northrop Grumman Corporation	Investment Grade	337	1.6	%	11,350		2.0	%
11	Tyson Foods, Inc.	Investment Grade	248	1.2	%	11,198		1.9	%
12	Sonesta International Hotels Corporation (1)	Not Rated	230	1.1	%	10,745		1.9	%
13	CommScope Holding Company Inc	Non Investment Grade	228	1.1	%	9,245		1.6	%
14	Micro Focus International plc	Non Investment Grade	242	1.2	%	7,430		1.3	%
15	State of Georgia	Investment Grade	308	1.5	%	7,248		1.2	%
16	PNC Bank	Investment Grade	441	2.1	%	6,924		1.2	%
17	ServiceNow, Inc.	Investment Grade	149	0.7	%	6,623		1.1	%
18	Allstate Insurance Co.	Investment Grade	468	2.2	%	6,475		1.1	%
19	Compass Group plc	Investment Grade	267	1.3	%	6,442		1.1	%
20	Automatic Data Processing, Inc.	Investment Grade	289	1.4	%	6,037		1.0	%
21	Church & Dwight Co., Inc.	Investment Grade	250	1.2	%	6,031		1.0	%
			10,885	52.4	%	$	332,493	57.2	%

(1)In June 2021, we entered into a 30-year lease with Sonesta. The lease relates to the redevelopment of a property we own in Washington, D.C to a mixed use and Sonesta's lease relates to the planned hotel component of the property. The term of the lease commences upon our delivery of the completed hotel, which is estimated to occur in the first quarter of 2023. For more information about our lease with Sonesta, see Note 6 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Acquisition Activities

During the year ended December 31, 2021, we acquired three properties containing approximately 926,000 rentable square feet for an aggregate purchase price of $576,975, excluding purchase price adjustments and acquisition related costs.

For more information about our acquisition activities, see “Business —Acquisition Policies” in Part I, Item 1 of this Annual Report on Form 10-K and Note 3 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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Disposition Activities

During the year ended December 31, 2021, we sold six properties, a warehouse facility adjacent to a property we own located in Kansas City, MO and two vacant land parcels adjacent to properties we own located in Sterling, VA containing approximately 2,565,000 rentable square feet for an aggregate sales price of $226,915, excluding closing costs. Since January 1, 2022, we also sold three of the properties classified as held for sale as of December 31, 2021 containing approximately 301,000 rentable square feet for an aggregate sales price of $25,695, excluding closing costs.

We continue to evaluate our portfolio for opportunities to strategically recycle capital and are currently in various stages of marketing for sale more than 30 properties containing over 3,000,000 rentable square feet. As of February 15, 2022, we have entered into an agreement to sell one property containing approximately 29,000 rentable square feet for a sales price of $3,850, excluding closing costs. We cannot be sure we will sell any properties we are marketing for sale for prices in excess of their carrying values or otherwise. In addition, our pending sale is subject to conditions; accordingly, we cannot be sure that we will complete this sale or that this sale will not be delayed or the terms will not change.

For more information about our disposition activities, see “Business —Disposition Policies” in Part I, Item 1 of this Annual Report on Form 10-K and Note 3 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Financing Activities

Senior Unsecured Note Issuances

In May 2021, we issued $300,000 of 2.650% senior unsecured notes due 2026 in an underwritten public offering, raising net proceeds of $296,826, after deducting underwriters’ discounts and offering expenses, which we used, together with cash on hand, to redeem all $310,000 of our 5.875% senior unsecured notes due 2046.

In August 2021, we issued $350,000 of 2.400% senior unsecured notes due 2027 in an underwritten public offering, raising net proceeds of $346,607, after deducting underwriters’ discounts and offering expenses, which we used to redeem all $300,000 of our 4.15% senior unsecured notes due 2022.

In September 2021, we issued $400,000 of 3.450% senior unsecured notes due 2031 in an underwritten public offering, raising net proceeds of $395,632, after deducting underwriters’ discounts and offering expenses, which we used to repay amounts outstanding under our revolving credit facility and for general business purposes.

Senior Unsecured Note Redemptions

In June 2021, we redeemed, at par plus accrued interest, all $310,000 of our 5.875% senior unsecured notes due 2046 using cash on hand and the net proceeds from the issuance of our 2.650% senior unsecured notes due 2026.

In September 2021, we redeemed, at a premium plus accrued interest, all $300,000 of our 4.15% senior unsecured notes due 2022 using a portion of the net proceeds from the issuance of our 2.400% senior unsecured notes due 2027.

Mortgage Note Repayments

In June 2021, we prepaid, at a premium plus accrued interest, a mortgage note secured by three properties with an outstanding principal balance of $71,000, an annual interest rate of 3.55% and a maturity date in May 2023 using cash on hand and borrowings under our revolving credit facility.

In February 2022, we gave notice of our intention to prepay, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $25,055 at December 31, 2021, an annual interest rate of 4.22% and a maturity date in July 2022. We expect to make this prepayment in April 2022 using cash on hand.

For more information about our financing activities, see “Business —Our Financing Policies” in Part I, Item 1 of this Annual Report on Form 10-K and Note 8 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Segment Information

We operate in one business segment: ownership of real estate properties.

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RESULTS OF OPERATIONS (amounts in thousands, except per share amounts)

Year Ended December 31, 2021, Compared to Year Ended December 31, 2020

									Non-Comparable
									Properties Results
	Comparable Properties Results (1)								Year Ended				Consolidated Results
	Year Ended December 31,								December 31,				Year Ended December 31,
	2021		2020		$  Change		% Change		2021		2020		2021		2020		$  Change		% Change
Rental income	$	522,704	$	526,359	$	(3,655)	(0.7	%)	$	53,778	$	61,560	$	576,482	$	587,919	$	(11,437)	(1.9	%)
Operating expenses:
Real estate taxes	57,011		57,871		(860)		(1.5	%)	14,959		7,248		71,970		65,119		6,851		10.5	%
Utility expenses	23,280		23,082		198		0.9	%	1,971		2,302		25,251		25,384		(133)		(0.5	%)
Other operating expenses	95,695		95,535		160		0.2	%	10,130		9,930		105,825		105,465		360		0.3	%
Total operating expenses	175,986		176,488		(502)		(0.3	%)	27,060		19,480		203,046		195,968		7,078		3.6	%
Net operating income (2)	$	346,718	$	349,871	$	(3,153)	(0.9	%)	$	26,718	$	42,080	373,436		391,951		(18,515)		(4.7	%)
Other expenses:
Depreciation and amortization													241,494		251,566		(10,072)		(4.0	%)
Loss on impairment of real estate													62,420		2,954		59,466		n/m
Acquisition and transaction related costs													—		232		(232)		n/m
General and administrative													26,858		28,443		(1,585)		(5.6	%)
Total other expenses													330,772		283,195		47,577		16.8	%
Gain on sale of real estate													78,354		10,855		67,499		n/m
Interest and other income													7		779		(772)		(99.1	%)
Interest expense													(112,385)		(108,303)		(4,082)		3.8	%
Loss on early extinguishment of debt													(14,068)		(3,839)		(10,229)		n/m
Income (loss) before income tax expense and equity in net losses of investees													(5,428)		8,248		(13,676)		(165.8	%)
Income tax expense													(251)		(377)		126		(33.4	%)
Equity in net losses of investees													(2,501)		(1,193)		(1,308)		109.6	%
Net income (loss)													$	(8,180)	$	6,678	$	(14,858)	n/m
Weighted average common shares outstanding (basic and diluted)													48,195		48,124		71		0.1	%
Per common share amounts (basic and diluted):
Net income (loss)													$	(0.17)	$	0.14	$	(0.31)	n/m

n/m - not meaningful

(1)Comparable properties consists of 167 properties we owned on December 31, 2021 and which we owned continuously since January 1, 2020 and excludes properties classified as held for sale, properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests.

(2)Our definition of net operating income, or NOI, and our reconciliation of net income (loss) to NOI are included below under the heading “Non-GAAP Financial Measures.”

References to changes in the income and expense categories below relate to the comparison of consolidated results for the year ended December 31, 2021 compared to the year ended December 31, 2020. For a comparison of consolidated results for the year ended December 31, 2020 compared to the year ended December 31, 2019, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Rental income. The decrease in rental income reflects decreases in rental income of $27,158 related to property disposition activities, $12,675 related to properties undergoing significant redevelopment and $3,655 related to comparable properties,

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offset by an increase in rental income of $32,051 for acquired properties. The decrease in rental income for properties undergoing significant redevelopment is primarily due to the reduction in occupied space at a property located in Washington, D.C. that began a redevelopment project during 2021. The decrease in rental income for comparable properties is primarily due to reductions in occupied space at certain of our properties in 2021. Rental income includes non-cash straight line rent adjustments totaling $15,368 in 2021 and $16,079 in 2020, and amortization of acquired real estate leases and assumed real estate lease obligations totaling ($2,288) in 2021 and ($5,440) in 2020. 

Real estate taxes. The increase in real estate taxes primarily reflects an increase in real estate taxes of $11,729 for acquired properties, offset by decreases in real estate taxes of $2,174 related to property disposition activities, $1,844 related to properties undergoing significant redevelopment and $860 for comparable properties. Real estate taxes for comparable properties declined primarily due to decreases in assessed values and refunds received in 2021 at certain of our properties as a result of successful real estate tax appeals.

Utility expenses. The decrease in utility expenses reflects decreases in utility expenses of $559 related to property disposition activities and $393 for properties undergoing significant redevelopment, offset by increases of $621 for acquired properties and $198 for comparable properties. Utility expenses for comparable properties increased primarily due to utility expenses previously paid directly by one of our tenants that are now being paid by us pursuant to a lease amendment with that tenant effective in January 2021.

Other operating expenses. Other operating expenses consist of salaries and benefit costs of property level personnel, repairs and maintenance expense, cleaning expense, other direct costs of operating our properties and property management fees. The increase in other operating expenses reflects increases of $4,683 for acquired properties and $160 for comparable properties, offset by decreases of $3,226 related to property disposition activities and $1,257 related to properties undergoing significant redevelopment.

Depreciation and amortization. The decrease in depreciation and amortization primarily reflects decreases of $14,505 for comparable properties and $11,131 related to property disposition activities, offset by an increase of $15,564 for acquired properties. Depreciation and amortization for comparable properties declined due to certain leasing related assets becoming fully depreciated after January 1, 2020, partially offset by depreciation and amortization of improvements made to certain of our properties during 2020 and 2021.

Loss on impairment of real estate. We recorded a $62,420 loss on impairment of real estate in 2021 to reduce the carrying value of eight properties to their estimated fair value less costs to sell, which includes $45,196 related to three properties containing approximately 2,001,000 rentable square feet that were sold during the year ended December 31, 2021, $6,991 related to two properties containing approximately 158,000 rentable square feet that were classified as held for sale as of December 31, 2021 and $10,233 related to three properties containing approximately 448,000 rentable square feet that were previously classified as held for sale as of September 30, 2021 and were removed from held for sale status as of December 31, 2021. We recorded a $2,954 loss on impairment of real estate in 2020 to reduce the carrying value of four properties to their estimated fair value less costs to sell that were sold during 2020.

Acquisition and transaction related costs. Acquisition and transaction related costs incurred in 2020 represent costs related to an acquisition which we terminated in November 2020.

General and administrative. General and administrative expenses consist of fees pursuant to our business management agreement, equity compensation expense, legal and accounting fees, Trustees’ fees and expenses, securities listing and transfer agency fees and other costs relating to our status as a publicly traded company. The decrease in general and administrative expenses is primarily the result of the expiration of an office lease in January 2021 for which we were the lessee, as well as decreases in equity compensation expense, legal fees and state franchise tax expense, partially offset by an increase in business management fees in 2021 resulting from an increase in average total market capitalization in 2021 compared to 2020.

Gain on sale of real estate. We recorded a $78,354 net gain on sale of real estate in 2021 resulting from the sale of six properties, a warehouse facility adjacent to a property we own located in Kansas City, MO and two vacant land parcels adjacent to properties we own located in Sterling, VA. We recorded a $10,855 net gain on sale of real estate in 2020 resulting from the sale of 10 properties.

Interest and other income. The decrease in interest and other income is primarily due to a settlement payment we received in 2020 resulting from a dispute with a vendor, the June 2020 payoff of a mortgage note receivable in connection with a property we sold in 2016 and the effect of lower returns on cash invested in 2021 compared to 2020.

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Interest expense. The increase in interest expense is primarily due to higher average outstanding debt balances in 2021 resulting from the aggregate issuance of $1,462,000 of senior unsecured notes with a weighted average interest rate of 3.5% since January 1, 2020, partially offset by the aggregate redemption or repayment of debt totaling $833,187 with a weighted average interest rate of 4.8% since January 1, 2020, lower interest expense incurred as a result of having a lower average balance outstanding under our revolving credit facility during 2021 compared to 2020 and lower average interest rates on amounts outstanding and an increase in interest expense capitalized related to redevelopment projects.

Loss on early extinguishment of debt. We recorded a loss on early extinguishment of debt of $14,068 in 2021 from prepayment fees incurred and the write off of unamortized discounts and debt issuance costs associated with the prepayment of one mortgage note due in 2023 and the redemption of our senior unsecured notes due 2022 and 2046. In 2020, we recorded a loss on early extinguishment of debt of $3,839 from prepayment fees incurred, the write off of unamortized discounts, premiums and debt issuance costs associated with the prepayment of three mortgage notes and a loss on the settlement of a mortgage note receivable that was repaid in 2020 related to a property sold in 2016.

Income tax expense. The decrease in income tax expense reflects lower operating income in certain jurisdictions in 2021 where we are subject to state income taxes.

Equity in net losses of investees. Equity in net losses of investees represents our proportionate share of losses from our investments in two unconsolidated joint ventures.

Net income (loss). Our net income (loss) and net income (loss) per basic and diluted common share decreased in 2021 compared to 2020 primarily as a result of the changes noted above.

Non-GAAP Financial Measures

We present certain "non-GAAP financial measures" within the meaning of the applicable SEC rules, including the calculations below of NOI, FFO and Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties.

Net Operating Income

The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI as shown below. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do.

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The following table presents the reconciliation of net income (loss) to NOI for the years ended December 31, 2021 and 2020.

	Year Ended December 31,
	2021		2020
Net income (loss)	$	(8,180)	$	6,678
Equity in net losses of investees	2,501		1,193
Income tax expense	251		377
Income (loss) before income tax expense and equity in net losses of investees	(5,428)		8,248
Loss on early extinguishment of debt	14,068		3,839
Interest expense	112,385		108,303
Interest and other income	(7)		(779)
Gain on sale of real estate	(78,354)		(10,855)
General and administrative	26,858		28,443
Acquisition and transaction related costs	—		232
Loss on impairment of real estate	62,420		2,954
Depreciation and amortization	241,494		251,566
NOI	$	373,436	$	391,951

Funds From Operations and Normalized Funds From Operations

We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the other items shown below and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.

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The following table presents the reconciliation of net income (loss) to FFO and Normalized FFO for the years ended December 31, 2021 and 2020.

	Year Ended December 31,
	2021		2020
Net income (loss)	$	(8,180)	$	6,678
Add (less): Depreciation and amortization:
Consolidated properties	241,494		251,566
Unconsolidated joint venture properties	3,427		4,803
Loss on impairment of real estate	62,420		2,954
Gain on sale of real estate	(78,354)		(10,855)
FFO	220,807		255,146
Add (less): Acquisition and transaction related costs	—		232
Loss on early extinguishment of debt	14,068		3,839
Normalized FFO	$	234,875	$	259,217
Weighted average common shares outstanding (basic and diluted)	48,195		48,124
FFO per common share (basic and diluted)	$	4.58	$	5.30
Normalized FFO per common share (basic and diluted)	$	4.87	$	5.39

LIQUIDITY AND CAPITAL RESOURCES

Our Operating Liquidity and Resources (dollar amounts in thousands, except per share amounts)

Our principal sources of funds to meet operating and capital expenses, pay debt service obligations and make distributions to our shareholders are the operating cash flows we generate from our properties, net proceeds from property sales and borrowings under our revolving credit facility. We believe that these sources of funds will be sufficient to meet our operating and capital expenses, pay debt service obligations and make distributions to our shareholders for the next 12 months and for the foreseeable future thereafter. Our future cash flows from operating activities will depend primarily upon:

•our ability to collect rent from our tenants;

•our ability to maintain or increase the occupancy of, and the rental rates at, our properties;

•our ability to control operating and capital expenses at our properties;

•our ability to successfully sell properties that we market for sale;

•our ability to develop, redevelop or reposition properties to produce cash flows in excess of our cost of capital; and

•our ability to purchase additional properties which produce cash flows from operations in excess of our cost of acquisition capital and property operating and capital expenses.

On January 13, 2022, we announced a regular quarterly cash distribution of $0.55 per common share ($2.20 per common share per year). We determine our distribution payout ratio with consideration for our expected capital expenditures, as well as cash flows from operations and debt obligations.

We expect to accretively grow our property portfolio through our capital recycling program, pursuant to which we plan to selectively sell certain properties from time to time to fund future acquisitions and to manage leverage at levels we believe appropriate with a goal of (1) improving the asset quality of our portfolio by reducing the average age of our properties, lengthening the weighted average term of our leases and increasing the likelihood of retaining our tenants and (2) increasing our cash available for distribution. During the year ended December 31, 2021, we acquired three properties for an aggregate purchase price of $576,975, excluding purchase price adjustments and acquisition related costs, and we sold six properties, a warehouse facility adjacent to a property we own located in Kansas City, MO and two vacant land parcels adjacent to properties we own in Sterling, VA for an aggregate sales price of $226,915, excluding closing costs. Since January 1, 2022, we also sold three additional properties for an aggregate sales price of $25,695, excluding closing costs. We continue to evaluate our portfolio for opportunities to strategically recycle capital and are currently in various stages of marketing for sale more than 30

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properties containing over 3,000,000 rentable square feet. As of February 15, 2022, we have entered into an agreement to sell one property for a sales price of $3,850, excluding closing costs. We continue to carefully consider our capital allocation strategy and believe we are well positioned to opportunistically recycle and deploy capital.

Our future purchases of properties cannot be accurately projected because such purchases depend upon purchase opportunities which come to our attention and our ability to successfully complete the acquisitions. We generally do not intend to purchase “turn around” properties, or properties which do not generate positive cash flows.

The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our consolidated statements of cash flows:

	Year Ended December 31,
	2021		2020
Cash, cash equivalents and restricted cash at beginning of period	$	56,855	$	100,696
Net cash provided by (used in):
Operating activities	221,492		233,628
Investing activities	(442,985)		(22,987)
Financing activities	249,153		(254,482)
Cash, cash equivalents and restricted cash at end of period	$	84,515	$	56,855

The decrease in cash provided by operating activities for the year ended December 31, 2021 compared to the prior year is primarily the result of property sales and reductions in occupied space at certain of our properties in 2021, partially offset by properties acquired during 2021 and favorable changes in working capital. The increase in cash used in investing activities for the year ended December 31, 2021 compared to the prior year is primarily due to higher acquisition activity and real estate improvement activity in 2021 compared to the prior year, partially offset by higher cash proceeds received from our sales of properties. The increase in cash provided by financing activities for the year ended December 31, 2021 compared to the prior year is primarily due to the aggregate issuance of $1,050,000 of senior unsecured notes in 2021 compared to $412,000 of such issuances in the prior year, partially offset by higher debt repayment activity in 2021, which included the aggregate redemption of $610,000 of senior unsecured notes and the repayment of $71,000 of mortgage debt compared to the redemption of $400,000 of senior unsecured notes and the repayment of $152,187 of mortgage debt in 2020.

Our Investment and Financing Liquidity and Resources (dollar amounts in thousands, except per share amounts)

In order to fund acquisitions and to meet cash needs that may result from our desire or need to make distributions or pay operating or capital expenses, we maintain a $750,000 revolving credit facility. The maturity date of our revolving credit facility is January 31, 2023 and, subject to our payment of an extension fee and meeting certain other conditions, we have the option to extend the stated maturity date of our revolving credit facility by two additional six month periods. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. We are required to pay interest at a rate of LIBOR plus a premium, which was 110 basis points per annum at December 31, 2021, on the amount outstanding under our revolving credit facility, if any. 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 December 31, 2021. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. As of December 31, 2021, the annual interest rate payable on borrowings under our revolving credit facility was 1.2%. As of December 31, 2021 and February 15, 2022, we had no amounts outstanding under our revolving credit facility and $750,000 available for borrowing.

Our credit agreement includes a feature under which the maximum borrowing availability may be increased to up to $1,950,000 in certain circumstances.

Our credit agreement provides that, with certain exceptions, a subsidiary of ours is required to guaranty our obligations under our $750,000 revolving credit facility only if that subsidiary has separately incurred debt (other than non-recourse debt), within the meaning specified in our credit agreement, or provided a guarantee of debt incurred by us or any of our other subsidiaries.

During the year ended December 31, 2021, we completed the following senior unsecured notes and mortgage notes transactions:

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Senior Unsecured Note Issuances

In May 2021, we issued $300,000 of 2.650% senior unsecured notes due 2026 in an underwritten public offering, raising net proceeds of $296,826, after deducting underwriters’ discounts and offering expenses. We used the net proceeds from this offering plus cash on hand to redeem all $310,000 of our 5.875% senior unsecured notes due 2046. These notes require semi-annual payments of interest only through maturity on June 15, 2026 and may be repaid at par plus accrued and unpaid interest on or after May 15, 2026.

In August 2021, we issued $350,000 of 2.400% senior unsecured notes due 2027 in an underwritten public offering, raising net proceeds of $346,607, after deducting underwriters’ discounts and offering expenses. We used the net proceeds from this offering to redeem all $300,000 of our 4.15% senior unsecured notes due 2022, repay amounts outstanding under our revolving credit facility and for general business purposes. These notes require semi-annual payments of interest only through maturity on February 1, 2027 and may be repaid at par plus accrued and unpaid interest on or after January 1, 2027.

In September 2021, we issued $400,000 of 3.450% senior unsecured notes due 2031 in an underwritten public offering, raising net proceeds of $395,632, after deducting underwriters’ discounts and offering expenses. We used the net proceeds of this offering to repay amounts outstanding under our revolving credit facility and for general business purposes. These notes require semi-annual payments of interest only through maturity on October 15, 2031 and may be repaid at par plus accrued and unpaid interest on or after July 15, 2031.

Senior Unsecured Note Redemptions

In June 2021, we redeemed, at par plus accrued interest, all $310,000 of our 5.875% senior unsecured notes due 2046 using cash on hand and the net proceeds from the issuance of our 2.650% senior unsecured notes due 2026.

In September 2021, we redeemed, at a premium plus accrued interest, all $300,000 of our 4.15% senior unsecured notes due 2022 using a portion of the net proceeds from the issuance of our 2.400% senior unsecured notes due 2027.

Mortgage Note Repayment

In June 2021, we prepaid, at a premium plus accrued interest, a mortgage note secured by three properties with an outstanding principal balance of $71,000, an annual interest rate of 3.55% and a maturity date in May 2023 using cash on hand and borrowings under our revolving credit facility.

As of December 31, 2021, our debt maturities (other than our revolving credit facility), consisting of senior unsecured notes and mortgage notes, are as follows:

Year	Debt Maturities
2022 (1)(2)	$	325,517
2023	72,784
2024	350,000
2025	650,000
2026	300,000
Thereafter	912,000
Total	$	2,610,301

(1)In February 2022, we gave notice of our intention to prepay, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $25,055 at December 31, 2021, an annual interest rate of 4.22% and a maturity date in July 2022. We expect to make this prepayment in April 2022 using cash on hand.

(2)Our $300,000 4.00% senior notes mature in July 2022. We currently have availability under our $750,000 revolving credit facility to redeem these senior notes prior to maturity if we elect to do so.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates. Our $98,301 in mortgage debts generally require monthly payments of principal and interest through maturity.

In addition to our debt obligations, as of December 31, 2021, we have estimated unspent leasing related obligations of $121,754, of which we expect to spend $72,516 over the next 12 months.

We are currently in the process of redeveloping a property located in Washington, D.C. We currently estimate the total project costs associated with this redevelopment will be approximately $200,000 and completion of the redevelopment in the

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first quarter of 2023. As of December 31, 2021, we have incurred approximately $47,330 related to this project. In June 2021, we entered into a 30-year lease for approximately 230,000 rentable square feet at this property that is approximately 25.1% higher than the prior rental rate for the same space, making the redevelopment project 54% pre-leased.

We are also in the planning stage for a redevelopment project at a three-property campus located in Seattle, WA containing approximately 300,000 rentable square feet. This project includes the repositioning of two properties from office to life science and maintaining the third building for office use. We currently estimate the total project costs associated with this redevelopment will be approximately $144,000 and completion of the redevelopment in the second quarter of 2023.

We currently expect to use cash balances, borrowings under our revolving credit facility, net proceeds from property sales, incurrences or assumptions of mortgage debt and net proceeds from offerings of debt or equity securities to fund our future operations, capital expenditures, distributions to our shareholders and property acquisitions. When significant amounts are outstanding under our revolving credit facility or the maturities of our indebtedness approach, we expect to explore refinancing alternatives. Such alternatives may include incurring term debt, issuing debt or equity securities, extending the maturity date of our revolving credit facility and entering into a new revolving credit facility. We may assume additional mortgage debt in connection with our acquisitions or elect to place new mortgages on properties we own as a source of financing. We may also seek to participate in additional joint venture or other arrangements that may provide us with additional sources of financing. Although we cannot be sure that we will be successful in consummating any particular type of financing, we believe that we will have access to financing, such as debt and equity offerings, to fund future acquisitions and capital expenditures and to pay our obligations. We currently have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities.

Our ability to obtain, and the costs of, our future debt financings will depend primarily on credit market conditions and our creditworthiness. We have no control over market conditions. Potential investors and lenders likely will evaluate our ability to pay distributions to shareholders, fund required debt service and repay debts when they become due by reviewing our business practices and plans to balance our use of debt and equity capital so that our financial profile and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows. We intend to conduct our business in a manner that will afford us reasonable access to capital for investment and financing activities, but we cannot be sure that we will be able to successfully carry out this intention. For instance, it is uncertain what the duration and severity of the COVID-19 pandemic and its ultimate economic impact will be. A protracted and extensive economic downturn may cause a decline in financing availability and increased costs for financings. Further, such conditions could also disrupt capital markets and limit our access to financing from public sources.

During the year ended December 31, 2021, we paid quarterly distributions to our shareholders totaling $106,368 using cash on hand and borrowings under our revolving credit facility. On January 13, 2022, we declared a regular quarterly distribution payable to shareholders of record on January 24, 2022 in the amount of $0.55 per share, or approximately $26,600. We expect to pay this distribution on or about February 17, 2022 using cash on hand. For more information regarding the distributions we paid during 2021, see Note 10 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

We own 51% and 50% interests in two unconsolidated joint ventures which own three properties. The properties owned by these joint ventures are encumbered by an aggregate $82,000 principal amount of mortgage indebtedness, none of which is recourse to us. We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investments in these joint ventures under the equity method of accounting. For more information on the financial condition and results of operations of these joint ventures, see Note 3 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. Other than these joint ventures, as of December 31, 2021, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Debt Covenants (dollars in thousands)

Our principal debt obligations at December 31, 2021 consisted of an aggregate outstanding principal balance of $2,512,000 of public issuances of senior unsecured notes and mortgage notes with an aggregate outstanding principal balance of $98,301 that were assumed in connection with certain of our acquisitions. Also, the three properties owned by two joint ventures in which we own 51% and 50% interests secure two additional mortgage notes. Our publicly issued senior unsecured notes are governed by indentures and their supplements. Our credit agreement and our senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts outstanding 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 RMR LLC ceasing to

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act as our business and property manager. Our credit agreement and our senior unsecured notes indentures and their supplements also contain a number of covenants, including those that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to make distributions to our shareholders under certain circumstances. As of December 31, 2021, we believe we were in compliance with the terms and conditions of our respective covenants under our credit agreement and senior unsecured notes indentures and their supplements. Our mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants.

Neither our credit agreement nor our senior unsecured notes indentures and their supplements contain provisions for acceleration which could be triggered by our credit ratings. However, under our credit agreement our highest senior credit rating is used to determine the fees and interest rates we pay. Accordingly, if that credit rating is downgraded, our interest expense and related costs under our credit agreement would increase.

Our credit agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $50,000 or more. Similarly, our senior unsecured notes indentures and their supplements contain cross default provisions to any other debts of more than $25,000 (or up to $50,000 in certain circumstances).

Related Person Transactions

We have relationships and historical and continuing transactions with RMR LLC, RMR Inc. and others related to them. For more information about these and other such relationships and related person transactions, see Notes 5 and 6 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, which are incorporated herein by reference, and our other filings with the SEC, including our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders, or our definitive Proxy Statement, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2021. For more information about the risks that may arise as a result of these and other related person transactions and relationships, see elsewhere in this Annual Report on Form 10-K, including “Warning Concerning Forward Looking Statements,” Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors.” We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.

Critical Accounting Estimates

Our critical accounting policies are those that will have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates. We believe that our judgments and estimates have been and will be consistently applied and produce financial information that fairly presents our results of operations. Our most critical accounting policies involve our investments in real property. These policies affect our:

•allocation of purchase prices between various asset categories, including allocations to above and below market leases and the related impact on the recognition of rental income and depreciation and amortization expenses; and

•assessment of the carrying values and impairments of long lived assets.

We allocate the acquisition cost of each property investment to various property components such as land, buildings and improvements and intangibles based on their fair values, and each component generally has a different useful life. For acquired real estate, we record land, buildings and improvements, and, if applicable, the value of in place leases, the fair market value of above or below market leases and tenant relationships at fair value. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of assets acquired to goodwill. We base purchase price allocations and the determination of useful lives on our estimates and, under some circumstances, studies from independent real estate appraisers to provide market information and evaluations, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others, that are relevant to our purchase price allocations and determinations of useful lives; however, our management is ultimately responsible for the purchase price allocations and determination of useful lives.

We compute depreciation expense using the straight line method over estimated useful lives of up to 40 years for buildings and improvements, and up to 12 years for personal property. We do not depreciate the allocated cost of land. We amortize capitalized above market lease values as a reduction to rental income over the terms of the respective leases. We amortize capitalized below market lease values as an increase to rental income over the terms of the respective leases. We amortize the value of acquired in place leases exclusive of the value of above market and below market acquired leases to expense over the periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are written off. Purchase price allocations require us to make certain assumptions and estimates. Incorrect assumptions and estimates may result in inaccurate depreciation and amortization charges over future periods.

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We periodically evaluate our properties for impairment. Impairment indicators may include declining tenant occupancy, our concerns about a tenant’s financial condition (which may be endangered by a rent default or other information which comes to our attention) or our decision to dispose of an asset before the end of its estimated useful life and legislative, as well as market or industry changes that could permanently reduce the value of a property. If indicators of impairment are present, we evaluate the carrying value of the related property by comparing it to the expected future undiscounted cash flows to be generated from that property. If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the property to its fair value. This analysis requires us to judge whether indicators of impairment exist and to estimate likely future cash flows. The future net undiscounted cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. If we misjudge or estimate incorrectly or if future tenant operations, market or industry factors differ from our expectations we may record an impairment charge that is inappropriate or fail to record a charge when we should have done so, or the amount of any such charges may be inaccurate.

These accounting policies involve significant judgments made based upon our experience and the experience of our management and our Board of Trustees, including judgments about current valuations, ultimate realizable value, estimated useful lives, salvage or residual value, the ability and willingness of our tenants to perform their obligations to us, current and future economic conditions and competitive factors in the markets in which our properties are located. Competition, economic conditions, changing government priorities and other factors may cause occupancy declines in the future. In the future, we may need to revise our carrying value assessments to incorporate information which is not now known, and such revisions could increase or decrease our depreciation expense related to properties we own or decrease the carrying values of our assets.

Impact of Climate Change

Concerns about climate change have resulted in various treaties, laws and regulations that are intended to limit carbon emissions and address other environmental concerns. These and other laws may cause energy or other costs at our properties to increase. We do not expect the direct impact of these increases to be material to our results of operations, because the increased costs either would be the responsibility of our tenants directly or in the longer term, passed through and paid by tenants of our properties. Although we do not believe it is likely in the foreseeable future, laws enacted to mitigate climate change may make some of our properties obsolete or cause us to make material investments in our properties, which could materially and adversely affect our financial condition or the financial condition of our tenants and their ability to pay rent to us.

In an effort to reduce the effects of any increased energy costs in the future, we continuously study ways to improve the energy efficiency at all of our properties. Our manager, RMR LLC, is a member of the ENERGY STAR program, a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy that is focused on promoting energy efficiency at commercial properties through its “ENERGY STAR” program, and a member of the U.S. Green Building Council, a nonprofit organization focused on promoting energy efficiency at commercial properties through its LEED® green building program. RMR LLC’s annual Sustainability Report summarizes the environmental, social and governance initiatives RMR LLC and its client companies, including OPI, employ. RMR LLC’s Sustainability Report may be accessed on RMR Inc.’s website at www.rmrgroup.com/corporate-sustainability/default.aspx. The information on or accessible through RMR Inc.’s website is not incorporated by reference into this Annual Report on Form 10-K. For more information, see “Business—Corporate Sustainability” in Part I, Item 1 of this Annual Report on Form 10-K.

Some observers believe severe weather in different parts of the world over the last few years is evidence of global climate change. Severe weather may have an adverse effect on certain properties we own. Rising sea levels could cause flooding at some of our properties, which may have an adverse effect on individual properties we own. We mitigate these risks by procuring, or requiring our tenants to procure, insurance coverage we believe adequate to protect us from material damages and losses resulting from the consequences of losses caused by climate change. However, we cannot be sure that our mitigation efforts will be sufficient or that future storms, rising sea levels or other changes that may occur due to future climate change could not have a material adverse effect on our financial results.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk (dollar amounts in thousands, except per share data)

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Other than as described below, we do not currently foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

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Fixed Rate Debt

At December 31, 2021, our outstanding fixed rate debt consisted of the following:

Debt	Principal Balance (1)		Annual Interest Rate (1)	Annual Interest Expense (1)		Maturity	Interest Payments Due
Senior unsecured notes	$	300,000	4.000%	$	12,000	2022	Semi-annually
Senior unsecured notes	350,000		4.250%	14,875		2024	Semi-annually
Senior unsecured notes	650,000		4.500%	29,250		2025	Semi-annually
Senior unsecured notes	300,000		2.650%	7,950		2026	Semi-annually
Senior unsecured notes	350,000		2.400%	8,400		2027	Semi-annually
Senior unsecured notes	400,000		3.450%	13,800		2031	Semi-annually
Senior unsecured notes	162,000		6.375%	10,328		2050	Quarterly
Mortgage note (one property in Washington, D.C.) (2)	25,055		4.220%	1,057		2022	Monthly
Mortgage note (one property in Chicago, IL)	50,000		3.700%	1,850		2023	Monthly
Mortgage note (one property in Washington, D.C.)	23,246		4.800%	1,116		2023	Monthly
Total	$	2,610,301		$	100,626

(1)The principal balances and annual interest rates are the amounts stated in the applicable contracts. In accordance with GAAP, our carrying values and recorded interest expense may differ from these amounts because of market conditions at the time we issued or assumed these debts. For more information, see Notes 8 and 9 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

(2)In February 2022, we gave notice of our intention to prepay this mortgage note at par plus accrued interest. We expect to make this prepayment in April 2022.

Our senior unsecured notes require semi-annual or quarterly interest payments through maturity. Our mortgages generally require principal and interest payments through maturity pursuant to amortization schedules. Because these debts require interest to be paid at a fixed rate, changes in market interest rates during the term of these debts will not affect our interest obligations. If these debts were refinanced at interest rates which are one percentage point higher or lower than shown above, our annual interest cost would increase or decrease by approximately $26,103.

Changes in market interest rates also would affect the fair value of our fixed rate debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at December 31, 2021, and discounted cash flow analyses through the respective maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate one percentage point increase in interest rates would change the fair value of those obligations by approximately $115,789.

Some of our fixed rate secured debt arrangements allow us to make repayments earlier than the stated maturity date. In some cases, we are not allowed to make early repayment prior to a cutoff date and we are generally allowed to make prepayments only at a premium equal to a make whole amount, as defined, which is generally designed to preserve a stated yield to the note holder. These prepayment rights may afford us opportunities to mitigate the risk of refinancing our debts at maturity at higher rates by refinancing prior to maturity.

At December 31, 2021, we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties that are secured by fixed rate debt consisting of the following mortgage notes:

Debt	Our JV Ownership Interest	Principal Balance (1)(2)		Annual Interest Rate (1)		Annual Interest Expense (1)		Maturity	Interest Payments Due
Mortgage note (two properties in Fairfax, VA)	51%	$	50,000	4.090	%	$	2,045	2029	Monthly
Mortgage note (one property in Washington, D.C.)	50%	32,000		3.690	%	1,181		2024	Monthly
Total		$	82,000			$	3,226

(1)The principal balances and annual interest rates are the amounts stated in the applicable contracts. In accordance with GAAP, the joint ventures’ recorded interest expense may differ from these amounts because of market conditions at the time they incurred the debt.

(2)Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we do not own. None of the debt is recourse to us.

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Floating Rate Debt

At December 31, 2021, we had no outstanding floating rate debt under our revolving credit facility. Our revolving credit facility matures on January 31, 2023 and, subject to the payment of an extension fee and meeting certain other conditions, we have the option to extend the stated maturity by two six month periods. No principal repayments are required under our revolving credit facility prior to maturity, and we can borrow, repay and reborrow funds available under our revolving credit facility, subject to conditions, at any time without penalty.

Borrowings under our revolving credit facility are in U.S. dollars and require interest to be paid at a rate of LIBOR plus premiums that are subject to adjustment based upon changes to our credit ratings. Accordingly, we are vulnerable to changes in U.S. dollar based short term rates, specifically LIBOR, and to changes in our credit ratings. In addition, upon renewal or refinancing of our revolving credit facility, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit characteristics. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results. 

The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense as of December 31, 2021 if we were fully drawn on our revolving credit facility:

	Impact of an Increase in Interest Rates
	Annual Interest Rate (1)		Outstanding Debt		Total Interest Expense Per Year		Annual Earnings Per Share Impact (2)
At December 31, 2021	1.2	%	$	750,000	$	9,000	$	0.19
One percentage point increase	2.2	%	$	750,000	$	16,500	$	0.34

(1)Based on LIBOR plus a premium, which was 110 basis points per annum, at December 31, 2021.

(2)Based on the weighted average shares outstanding (diluted) for the year ended December 31, 2021.

The foregoing table shows the impact of an immediate increase in floating interest rates as of December 31, 2021. If interest rates were to increase gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amount under our revolving credit facility or our other floating rate debt, if any. Although we have no present plans to do so, we may in the future enter into hedge arrangements from time to time to mitigate our exposure to changes in interest rates.

LIBOR Phase Out

As of December 31, 2021, LIBOR has been phased out for new contracts and is expected to be phased out for pre-existing contracts by June 30, 2023. We are required to pay interest on borrowings under our revolving credit facility at floating rates based on LIBOR, and interest we may pay on any future borrowings under our revolving credit facility may also require that we pay interest based upon LIBOR. We currently expect that the determination of interest under our revolving credit facility will be revised as provided under our credit agreement or amended as necessary to provide for an interest rate that approximates the existing interest rate as calculated in accordance with LIBOR. Despite our current expectations, we cannot be sure that any changes to the determination of interest under our revolving credit facility would approximate the current calculation in accordance with LIBOR. We cannot be certain what standard, if any, will replace LIBOR, and any alternative interest rate index that may replace LIBOR may result in our paying increased interest.

Item 8. Financial Statements and Supplementary Data

The information required by this item is included in Item 15 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

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There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management Report on Assessment of Internal Control Over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control—Integrated Framework. Based on this assessment, we believe that, as of December 31, 2021, our internal control over financial reporting is effective.

Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2021 Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. Its report appears elsewhere herein.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

We have a Code of Conduct that applies to our officers and Trustees, RMR Inc. and RMR LLC, senior level officers of RMR LLC, senior level officers and directors of RMR Inc. and certain other officers and employees of RMR LLC. Our Code of Conduct is posted on our website, www.opireit.com. A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Office Properties Income Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of any amendments to, or waivers from, our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website.

The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.

Item 11. Executive Compensation

The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information. We may grant common shares to our officers and other employees of RMR LLC under our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan. In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2009 Plan. The terms of awards made under the 2009 Plan are determined by the Compensation Committee of our Board of Trustees, at the time of the awards. The following table is as of December 31, 2021.

Plan Category	Number of securities to be issued upon exercise of outstanding options,  warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by securityholders — 2009 Plan	None.	None.	987,610 (1)
Equity compensation plans not approved by securityholders	None.	None.	None.
Total	None.	None.	987,610 (1)

(1)Consists of common shares available for issuance pursuant to the terms of the 2009 Plan. Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2009 Plan.

Payments by us to RMR LLC employees are described in Notes 6 and 10 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to our definitive Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.

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PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)    Index to Financial Statements and Financial Statement Schedules

The following consolidated financial statements and financial statement schedule of Office Properties Income Trust are included on the pages indicated:

Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 42)	F-4
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-5
Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2021	F-6
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2021	F-7
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021	F-8
Notes to Consolidated Financial Statements	F-10
Schedule III — Real Estate and Accumulated Depreciation	S-1

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.

(b)    Exhibits

Exhibit Number	Description
3.1	Composite Copy of Amended and Restated Declaration of Trust, dated June 8, 2009, as amended to date. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
3.2	Amended and Restated Bylaws of the Company, adopted March 27, 2019. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 28, 2019.)
4.1	Form of Common Share Certificate. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)
4.2	Indenture, dated as of July 20, 2017, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.)
4.3	First Supplemental Indenture, dated as of July 20, 2017, between the Company and U.S. Bank National Association, relating to the Company’s 4.000% Senior Notes due 2022, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.)
4.4	Second Supplemental Indenture, dated as of June 23, 2020, between the Company and U.S. Bank National Association, relating to the Company’s 6.375% Senior Notes due 2050, including form thereof. (Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on June 23, 2020.)
4.5	Third Supplemental Indenture, dated as of May 18, 2021, between the Company and U.S. Bank National Association, relating to the Company’s 2.650% Senior Notes due 2026, including form thereof. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
4.6	Fourth Supplemental Indenture, dated as of August 13, 2021, between the Company and U.S. Bank National Association, relating to the Company’s 2.400% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
4.7	Fifth Supplemental Indenture, dated as of September 28, 2021, between the Company and U.S. Bank National Association, relating to the Company’s 3.450% Senior Notes due 2031, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
4.8	Indenture, dated as of February 3, 2015, between the Company (as successor to Select Income REIT) and U.S. Bank National Association. (Incorporated by reference to Select Income REIT’s Current Report on Form 8-K filed on February 3, 2015.)
4.9	First Supplemental Indenture, dated as of February 3, 2015, between the Company (as successor to Select Income REIT) and U.S. Bank National Association, including the form of 4.50% Senior Notes due 2025. (Incorporated by reference to Select Income REIT’s Current Report on Form 8-K filed on February 3, 2015.)

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4.10	Second Supplemental Indenture, dated as of May 15, 2017, between the Company (as successor to Select Income REIT) and U.S. Bank National Association, including the form of 4.250% Senior Notes due 2024. (Incorporated by reference to Select Income REIT’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed by Select Income REIT on July 25, 2017.)
4.11	Third Supplemental Indenture, dated as of December 31, 2018, among Select Income REIT, the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 31, 2018.)
4.12	Authentication Order, dated as of September 24, 2020, from the Company to U.S. Bank National Association, relating to the Company’s 4.50% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
4.13	Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
4.14	Description of Securities. (Filed herewith.)
8.1	Opinion of Sullivan & Worcester LLP as to certain tax matters. (Filed herewith.)
10.1	Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC (f/k/a Reit Management & Research LLC). (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
10.2	Amendment to Second Amended and Restated Business Management Agreement, dated as of December 31, 2018, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 31, 2018.)
10.3	Second Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
10.4	Second Amended and Restated Property Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
10.5	Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan. (+) (Incorporated by reference to the Company's Current Report on Form 8-K filed on May 28, 2020.)
10.6	Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
10.7	Form of Indemnification Agreement. (+) (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.)
10.8	Summary of Trustee Compensation. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 21 2021.)
10.9	Amended and Restated Credit Agreement, dated as of December 13, 2018, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions initially a signatory thereto. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 17, 2018.)
21.1	Subsidiaries of the Company. (Filed herewith.)
23.1	Consent of Deloitte & Touche LLP. (Filed herewith.)
23.2	Consent of Ernst & Young LLP. (Filed herewith.)
23.3	Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.)
31.1	Rule 13a-14(a) Certification. (Filed herewith.)
31.2	Rule 13a-14(a) Certification. (Filed herewith.)
31.3	Rule 13a-14(a) Certification. (Filed herewith.)
31.4	Rule 13a-14(a) Certification. (Filed herewith.)
32.1	Section 1350 Certification. (Furnished herewith.)
99.1	Letter dated as of October 2, 2017, between the Company and The RMR Group LLC, regarding Second Amended and Restated Business Management Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.)

66

101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104	Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.)

(+) Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

67

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Office Properties Income Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Office Properties Income Trust (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for the years ended December 31, 2021 and 2020, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Real Estate Properties - Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

The Company’s investments in real estate assets are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s 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 an asset. If indicators of impairment are identified for any real estate asset, the Company evaluates the recoverability of that real estate asset by comparing undiscounted future cash flows expected to be generated by the real estate asset over the Company’s expected remaining hold period to the respective carrying amount. The Company’s undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.

We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate assets. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and

F-1

assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the undiscounted cash flows analysis for each real estate asset or group of assets with possible impairment indicators included the following among others:

•We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate property assets, including the key assumptions utilized in estimating the undiscounted future cash flows.

•We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate asset or group of assets with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit.

•We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate asset or group of assets with possible indicators of impairment. We compared our analysis of the recoverability of the real estate asset or group of assets to the Company's analysis.

•We made inquiries of management about the current status of potential transactions and about management’s judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 16, 2022

We have served as the Company’s auditor since 2020.

F-2

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Office Properties Income Trust

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Office Properties Income Trust (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 16, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 16, 2022

F-3

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Office Properties Income Trust

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of comprehensive income (loss), shareholders' equity and cash flows of Office Properties Income Trust (the Company) for the year ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2008 to 2020.

Boston, Massachusetts

February 20, 2020

F-4

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

	December 31,
	2021		2020
ASSETS
Real estate properties:
Land	$	874,108	$	830,884
Buildings and improvements	3,036,978		2,691,259
Total real estate properties, gross	3,911,086		3,522,143
Accumulated depreciation	(495,912)		(451,914)
Total real estate properties, net	3,415,174		3,070,229
Assets of properties held for sale	26,598		75,177
Investments in unconsolidated joint ventures	34,838		37,951
Acquired real estate leases, net	505,629		548,943
Cash and cash equivalents	83,026		42,045
Restricted cash	1,489		14,810
Rents receivable	112,886		101,766
Deferred leasing costs, net	53,883		42,626
Other assets, net	8,160		12,889
Total assets	$	4,241,683	$	3,946,436
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility	$	—	$	—
Senior unsecured notes, net	2,479,772		2,033,242
Mortgage notes payable, net	98,178		169,729
Liabilities of properties held for sale	594		891
Accounts payable and other liabilities	142,609		116,480
Due to related persons	6,787		6,114
Assumed real estate lease obligations, net	17,034		10,588
Total liabilities	2,744,974		2,337,044
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,425,665 and 48,318,366 shares issued and outstanding, respectively	484		483
Additional paid in capital	2,617,169		2,615,305
Cumulative net income	175,715		183,895
Cumulative common distributions	(1,296,659)		(1,190,291)
Total shareholders’ equity	1,496,709		1,609,392
Total liabilities and shareholders’ equity	$	4,241,683	$	3,946,436

The accompanying notes are an integral part of these consolidated financial statements.

F-5

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands, except per share data)

	Year Ended December 31,
	2021		2020		2019
Rental income	$	576,482	$	587,919	$	678,404
Expenses:
Real estate taxes	71,970		65,119		73,717
Utility expenses	25,251		25,384		34,302
Other operating expenses	105,825		105,465		120,943
Depreciation and amortization	241,494		251,566		289,885
Loss on impairment of real estate	62,420		2,954		22,255
Acquisition and transaction related costs	—		232		682
General and administrative	26,858		28,443		32,728
Total expenses	533,818		479,163		574,512
Gain on sale of real estate	78,354		10,855		105,131
Dividend income	—		—		1,960
Loss on equity securities, net	—		—		(44,007)
Interest and other income	7		779		1,045
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $9,771, $9,593 and $10,740, respectively)	(112,385)		(108,303)		(134,880)
Loss on early extinguishment of debt	(14,068)		(3,839)		(769)
Income (loss) before income tax expense and equity in net losses of investees	(5,428)		8,248		32,372
Income tax expense	(251)		(377)		(778)
Equity in net losses of investees	(2,501)		(1,193)		(1,259)
Net income (loss)	(8,180)		6,678		30,335
Other comprehensive income (loss):
Unrealized gain (loss) on financial instrument	—		200		(200)
Equity in unrealized loss of investees	—		—		(106)
Other comprehensive income (loss)	—		200		(306)
Comprehensive income (loss)	$	(8,180)	$	6,878	$	30,029
Weighted average common shares outstanding (basic and diluted)	48,195		48,124		48,062
Per common share amounts (basic and diluted):
Net income (loss)	$	(0.17)	$	0.14	$	0.63

The accompanying notes are an integral part of these consolidated financial statements.

F-6

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands)

	Number of Shares	Common Shares		Additional Paid In Capital		Cumulative Net Income		Cumulative Other Comprehensive Income (Loss)		Cumulative Common Distributions		Total
Balance at December 31, 2018	48,082,903	$	481	$	2,609,801	$	146,882	$	106	$	(978,302)	$	1,778,968
Share grants	136,100	1		3,097		—		—		—		3,098
Share forfeitures and repurchases	(17,062)	—		(473)		—		—		—		(473)
Amounts reclassified from cumulative other comprehensive income to net income	—	—		—		—		(196)		—		(196)
Equity in unrealized gain of investees	—	—		—		—		90		—		90
Unrealized loss on financial instrument	—	—		—		—		(200)		—		(200)
Net income	—	—		—		30,335		—		—		30,335
Distributions to common shareholders	—	—		—		—		—		(105,868)		(105,868)
Balance at December 31, 2019	48,201,941	482		2,612,425		177,217		(200)		(1,084,170)		1,705,754
Share grants	136,600	1		3,323		—		—		—		3,324
Share forfeitures and repurchases	(20,175)	—		(443)		—		—		—		(443)
Amounts reclassified from cumulative other comprehensive loss to net income	—	—		—		—		85		—		85
Unrealized gain on financial instruments	—	—		—		—		115		—		115
Net income	—	—		—		6,678		—		—		6,678
Distributions to common shareholders	—	—		—		—		—		(106,121)		(106,121)
Balance at December 31, 2020	48,318,366	483		2,615,305		183,895		—		(1,190,291)		1,609,392
Share grants	145,800	1		2,872		—		—		—		2,873
Share forfeitures and repurchases	(38,501)	—		(1,008)		—		—		—		(1,008)
Net loss	—	—		—		(8,180)		—		—		(8,180)
Distributions to common shareholders	—	—		—		—		—		(106,368)		(106,368)
Balance at December 31, 2021	48,425,665	$	484	$	2,617,169	$	175,715	$	—	$	(1,296,659)	$	1,496,709

The accompanying notes are an integral part of these consolidated financial statements.

F-7

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	Year Ended December 31,
	2021		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(8,180)	$	6,678	$	30,335
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	92,266		83,828		89,400
Net amortization of debt premiums, discounts and issuance costs	9,771		9,593		10,740
Amortization of acquired real estate leases	144,826		167,192		197,978
Amortization of deferred leasing costs	7,878		6,887		5,973
Gain on sale of real estate	(78,354)		(10,855)		(105,131)
Loss on impairment of real estate	62,420		2,954		22,255
Loss on early extinguishment of debt	9,694		2,701		769
Straight line rental income	(15,368)		(16,079)		(27,507)
Other non-cash expenses, net	1,782		2,229		2,011
Loss on equity securities, net	—		—		44,007
Equity in net losses of investees	2,501		1,193		1,259
Distribution of earnings from Affiliates Insurance Company	—		—		2,438
Change in assets and liabilities:
Rents receivable	2,663		(3,962)		12,586
Deferred leasing costs	(19,769)		(12,128)		(27,971)
Other assets	1,538		2,505		3,266
Accounts payable and other liabilities	7,151		(8,081)		(19,333)
Due to related persons	673		(1,027)		(27,746)
Net cash provided by operating activities	221,492		233,628		215,329
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions	(563,447)		(47,215)		(2,905)
Real estate improvements	(100,141)		(81,762)		(62,676)
Distributions in excess of earnings from unconsolidated joint ventures	612		612		2,370
Distributions in excess of earnings from Affiliates Insurance Company	11		287		6,562
Proceeds from sale of properties, net	219,980		102,211		829,794
Proceeds from sale of The RMR Group Inc. common shares, net	—		—		104,674
Proceeds from repayment of mortgage note receivable	—		2,880		—
Net cash (used in) provided by investing activities	(442,985)		(22,987)		877,819

The accompanying notes are an integral part of these consolidated financial statements.

F-8

OFFICE PROPERTIES INCOME TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)

	Year Ended December 31,
	2021		2020		2019
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of mortgage notes payable	(72,541)		(155,367)		(12,054)
Repayment of unsecured term loans	—		—		(388,000)
Repayment of senior unsecured notes	(610,000)		(400,000)		(350,000)
Proceeds from issuance of senior unsecured notes, net	1,041,809		408,932		—
Borrowings on unsecured revolving credit facility	755,000		561,467		430,000
Repayments on unsecured revolving credit facility	(755,000)		(561,467)		(605,000)
Payment of debt issuance costs	(2,744)		(1,492)		—
Repurchase of common shares	(1,003)		(434)		(473)
Distributions to common shareholders	(106,368)		(106,121)		(105,868)
Net cash provided by (used in) financing activities	249,153		(254,482)		(1,031,395)
Increase (decrease) in cash, cash equivalents and restricted cash	27,660		(43,841)		61,753
Cash, cash equivalents and restricted cash at beginning of period	56,855		100,696		38,943
Cash, cash equivalents and restricted cash at end of period	$	84,515	$	56,855	$	100,696

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	103,200	$	100,083	$	131,735
Income taxes paid	$	299	$	1,377	$	491
NON-CASH INVESTING ACTIVITIES:
Real estate improvements accrued, not paid	$	18,492	$	11,981	$	11,457
Real estate acquisition	$	(13,031)	$	—	$	—
Capitalized interest	$	795	$	199	$	26

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows:
	As of December 31,
	2021		2020		2019
Cash and cash equivalents	$	83,026	$	42,045	$	93,744
Restricted cash	1,489		14,810		6,952
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	84,515	$	56,855	$	100,696

The accompanying notes are an integral part of these consolidated financial statements.

F-9

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts) 

Note 1. Organization

Office Properties Income Trust, or OPI, we, us or our, is a real estate investment trust, or REIT, formed in 2009 under Maryland law.

As of December 31, 2021, our wholly owned properties were comprised of 178 properties containing approximately 23,271,000 rentable square feet and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties totaling approximately 444,000 rentable square feet.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation. These consolidated financial statements include the accounts of us and our subsidiaries, all of which are wholly owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.

Real Estate Properties. We record our properties at cost and provide depreciation on real estate investments on a straight line basis over estimated useful lives generally ranging from 7 to 40 years. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives.

We allocate the purchase prices of our properties to land, buildings and improvements based on determinations of the relative fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. We allocate a portion of the purchase price of our properties to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to the accompanying consolidated financial statements. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amounts over the estimated life of the relationships. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill.

We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases. Such amortization resulted in net decreases to rental income of $2,288, $5,440 and $2,710 during the years ended December 31, 2021, 2020 and 2019, respectively. We amortize the value of acquired in place leases (included in acquired real estate leases, net in our consolidated balance sheets), exclusive of the value of above market and below market acquired in place leases, over the terms of the associated leases. Such amortization, which is included in depreciation and amortization expense, amounted to $142,538, $161,752 and $195,268 during the years ended December 31, 2021, 2020 and 2019, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease.

F-10

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

As of December 31, 2021 and 2020, our acquired real estate leases and assumed real estate lease obligations, excluding properties classified as held for sale, were as follows:

	December 31,
	2021		2020
Acquired real estate leases:
Capitalized above market lease values	$	29,925	$	34,972
Less: accumulated amortization	(17,945)		(19,291)
Capitalized above market lease values, net	11,980		15,681
Lease origination value	885,250		868,459
Less: accumulated amortization	(391,601)		(335,197)
Lease origination value, net	493,649		533,262
Acquired real estate leases, net	$	505,629	$	548,943
Assumed real estate lease obligations:
Capitalized below market lease values	$	29,488	$	21,092
Less: accumulated amortization	(12,454)		(10,504)
Assumed real estate lease obligations, net	$	17,034	$	10,588

As of December 31, 2021, the weighted average amortization periods for capitalized above market leases, lease origination value and capitalized below market lease values were 3.3 years, 6.3 years and 10.3 years, respectively. Future amortization of net intangible lease assets and liabilities, to be recognized over the current terms of the associated leases as of December 31, 2021 are estimated to be $121,814 in 2022, $99,643 in 2023, $77,107 in 2024, $56,168 in 2025, $41,393 in 2026 and $92,470 thereafter.

We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets. 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 consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long lived assets. If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives.

Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash. Restricted cash consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts.

Deferred Leasing Costs. Deferred leasing costs include brokerage costs and inducements associated with our entering leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction to rental income, on a straight line basis over the terms of the respective leases. Legal costs associated with the execution of our leases are expensed as incurred and included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We recorded amortization of deferred leasing costs of $6,691, $5,985 and $5,216, and reductions to rental income related to the amortization of inducements of $1,187, $902 and $757 for the years ended December 31, 2021, 2020 and 2019, respectively. Deferred leasing costs, excluding properties classified as held for sale, totaled $74,469 and $59,691 at December 31, 2021 and 2020, respectively, and accumulated amortization of deferred leasing costs totaled $20,586 and $17,065 at December 31, 2021 and 2020, respectively. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2021 are estimated to be $8,536 in 2022, $7,798 in 2023, $6,739 in 2024, $5,784 in 2025, $5,132 in 2026 and $19,894 thereafter.

F-11

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

Debt Issuance Costs. Costs related to the issuance or assumption of debt are capitalized and amortized to interest expense over the terms of the respective loans. Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets in our consolidated balance sheets. As of December 31, 2021 and 2020, debt issuance costs for our revolving credit facility were $4,125 and accumulated amortization of debt issuance costs for our revolving credit facility were $3,079 and $2,069, respectively. Debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable are presented as a direct deduction from the associated debt liability in our consolidated balance sheets. As of December 31, 2021 and 2020, debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable totaled $16,120 and $17,545, respectively. Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility, senior unsecured notes and mortgage notes as of December 31, 2021 are estimated to be $3,514 in 2022, $2,217 in 2023, $2,155 in 2024, $1,669 in 2025, $1,335 in 2026 and $6,276 thereafter.

Equity Securities. We previously owned 2,801,060 common shares of class A common stock of The RMR Group Inc., or RMR Inc. Prior to the sale of our shares of RMR Inc. class A common stock on July 1, 2019, our equity securities were recorded at fair value based on their quoted market price at the end of each reporting period. See Note 6 for more information regarding the sale of our RMR Inc. class A common stock.

Equity Method Investments. We previously accounted for our investment in Affiliates Insurance Company, or AIC, until AIC was dissolved on February 13, 2020, using the equity method of accounting. Significant influence was present through common representation on the boards of trustees or directors of us and AIC. See Note 6 for more information regarding our investment in AIC.

We also have noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties. The properties owned by these joint ventures are encumbered by an aggregate of $82,000 of mortgage indebtedness. We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investments in these joint ventures under the equity method of accounting. See Note 3 for more information regarding our unconsolidated joint ventures.

We periodically evaluate our equity method investments for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. These indicators may include the length of time and the extent to which the market value of our investment is below our carrying value, the financial condition of our investees, our intent and ability to be a long term holder of the investment and other considerations. If the decline in fair value is judged to be other than temporary, we record an impairment charge to adjust the basis of the investment to its estimated fair value.  

Other Liabilities. We initially acquired 1,541,201 shares of class A common stock of RMR Inc. on June 5, 2015 for cash and share consideration of $17,462. We concluded, for accounting purposes, that the cash and share consideration we paid for our investment in these shares represented a discount to the fair value of these shares. We initially accounted for this investment under the cost method of accounting and recorded this investment at its estimated fair value of $39,833 as of June 5, 2015 using Level 3 inputs, as defined in the fair value hierarchy under U.S. generally accepted accounting principles, or GAAP. As a result, we recorded a liability for the amount by which the estimated fair value of these shares exceeded the price we paid for these shares. This liability is included in accounts payable and other liabilities in our consolidated balance sheets. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to our business management and property management fee expense. We amortized $1,087 of this liability during each of the years ended December 31, 2021, 2020 and 2019. These amounts are included in the net business management and property management fee amounts for such periods disclosed in Note 5. As of December 31, 2021, the remaining unamortized amount of this liability was $15,232. Future amortization of this liability as of December 31, 2021 is estimated to be $1,087 in 2022 through 2026 and $9,797 thereafter.

Revenue Recognition. We are a lessor of commercial office properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the physical space specified in the leases; therefore, we have determined to evaluate our leases as lease arrangements.

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.

F-12

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have made the policy election to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We apply Accounting Standards Codification 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).

Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. See Note 4 for more information regarding our leases.

Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, accordingly, we generally will not be subject to federal income taxes provided we distribute our taxable income and meet certain other requirements to qualify for taxation as a REIT. We are, however, subject to certain state and local taxes.

Cumulative Other Comprehensive Income (Loss). Cumulative other comprehensive income (loss) represents our share of the cumulative comprehensive income and losses of our equity method investees.

Per Common Share Amounts. We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial ownership, $.01 par value, or our common shares, outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share. For the years ended December 31, 2021, 2020 and 2019, there were no dilutive common shares. In addition, for the years ended December 31, 2021, 2020 and 2019, 34, 14 and 12 unvested common shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.

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

Segment Reporting. We operate in one business segment: direct ownership of real estate properties.

New Accounting Pronouncements. In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, or ASU No. 2021-08, which requires that an acquirer account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The acquiring entity shall recognize and measure the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, rather than at fair value at the acquisition date. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. On October 1, 2021, we early adopted ASU No. 2021-08. The adoption of ASU No. 2021-08 did not have an impact on our consolidated financial statements.

Note 3. Real Estate Properties

As of December 31, 2021, our wholly owned properties were comprised of 178 properties containing approximately 23,271,000 rentable square feet, with an aggregate undepreciated carrying value of $3,938,876, including $27,790 classified as held for sale. We also had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties totaling 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 2022 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 year ended December 31, 2021, we entered into 85 leases for approximately 2,484,000 rentable square feet for a weighted (by rentable square feet) average lease term of 9.5 years and we made commitments for approximately $142,318 of leasing related costs. As of December 31, 2021, we have estimated unspent leasing related obligations of $121,754.

F-13

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

2021 Acquisition Activities

During the year ended December 31, 2021, we acquired three properties containing approximately 926,000 rentable square feet for an aggregate purchase price of $576,478, including net purchase price adjustments of $1,761 and acquisition related costs of $1,264. These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets and assumed liabilities as follows:

Acquisition Date	Location	Number of Properties	Rentable Square Feet	Purchase Price		Land		Buildings and Improvements		Acquired Real Estate Leases		Assumed Real Estate Lease Obligations
June 2021	Chicago, IL (1)	1	531,000	$	368,331	$	42,935	$	258,348	$	76,136	$	(9,088)
June 2021	Atlanta, GA	1	346,000	180,602		13,040		135,459		32,103		—
August 2021	Boston, MA	1	49,000	27,545		16,103		10,217		1,225		—
		3	926,000	$	576,478	$	72,078	$	404,024	$	109,464	$	(9,088)

(1)Purchase price includes an adjustment of $13,031 to record an estimated real estate tax liability as of the acquisition date.

2020 Acquisition Activities

During the year ended December 31, 2020, we acquired two properties containing approximately 163,000 rentable square feet for an aggregate purchase price of $47,215, including capitalized acquisition related costs of $590. These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets as follows:

Acquisition Date	Location	Number of Properties	Rentable Square Feet	Purchase Price		Land		Buildings and Improvements		Acquired Real Estate Leases
February 2020	Boston, MA	1	13,000	$	11,864	$	2,618	$	9,246	$	—
December 2020	Fort Mill, SC	1	150,000	35,351		5,031		22,526		7,794
		2	163,000	$	47,215	$	7,649	$	31,772	$	7,794

2019 Acquisition Activities

In November 2019, we acquired a land parcel adjacent to a property we own in Boston, MA for $2,900, excluding acquisition related costs.

F-14

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

Disposition Activities

The sales completed during the years ended December 31, 2021, 2020 and 2019, as presented in the tables below, do not represent significant dispositions individually (unless otherwise noted) or in the aggregate, nor do they 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 consolidated statements of comprehensive income (loss).

2021 Disposition Activities

During the year ended December 31, 2021, we sold six properties, a warehouse facility adjacent to a property we own located in Kansas, MO and two vacant land parcels adjacent to properties we own located in Sterling, VA containing approximately 2,565,000 rentable square feet for an aggregate sales price of $226,915, excluding closing costs.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
January 2021	—	Kansas City, MO (2) (3)	10,000	$	845	$	(63)	$	—
January 2021	1	Richmond, VA (2)	311,000	130,000		54,181		—
April 2021	1	Huntsville, AL	1,371,000	39,000		—		5,383
July 2021	1	Fresno, CA	532,000	6,000		—		33,902
July 2021	1	Liverpool, NY	38,000	650		31		—
August 2021	1	Memphis, TN	205,000	15,270		287		—
September 2021	1	Stoneham, MA	98,000	6,650		(282)		5,911
October 2021	—	Sterling, VA (4)	—	28,500		24,200		—
	6		2,565,000	$	226,915	$	78,354	$	45,196

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)Properties were classified as held for sale as of December 31, 2020.

(3)Consists of a warehouse facility adjacent to a property we own located in Kansas City, MO.

(4)Consists of two vacant land parcels adjacent to properties we own located in Sterling, VA.

As of December 31, 2021, the following four properties met the criteria to be classified as held for sale in our consolidated balance sheet:

Date of Sale Agreement	Location	Number of Properties	Rentable Square Feet	Gross  Sales Price (1)		Loss on Impairment of Real Estate
December 2021	Rockville, MD (2)	1	129,000	$	6,750	$	6,236
December 2021	Chesapeake, VA (3)	2	172,000	18,945		—
January 2022	Milwaukee, WI	1	29,000	3,850		755
		4	330,000	$	29,545	$	6,991

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)The sale of this property was completed in January 2022.

(3)The sale of these properties was completed in February 2022.

F-15

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

As of February 15, 2022, we have entered into an agreement to sell one property that was classified as held for sale as of December 31, 2021 containing approximately 29,000 rentable square feet for a sales price of $3,850, excluding closing costs. This pending sale is subject to conditions, accordingly, we cannot be sure that we will complete this sale or that this sale will not be delayed or the terms will not change.

We also recorded a $10,658 loss on impairment of real estate to reduce the carrying value of three properties that were classified as held for sale to their estimated fair values less costs to sell as of September 30, 2021. Subsequently, we removed these properties from held for sale status due to a change of plan for sale and recorded an impairment adjustment of $425 to increase the carrying value of these properties to their estimated fair value as of December 31, 2021.

In November 2021, the buyer terminated the previously disclosed agreement to sell five properties located in Brookhaven, GA for a sales price of $56,000.

2020 Disposition Activities

During the year ended December 31, 2020, we sold 10 properties containing approximately 906,000 rentable square feet for an aggregate sales price of $110,463, excluding closing costs and including the repayment of one mortgage note with an outstanding principal balance of $13,095, an annual interest rate of 5.9% and a maturity date in August 2021.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
January 2020	2	Stafford, VA	65,000	$	14,063	$	4,771	$	—
January 2020	1	Windsor, CT	97,000	7,000		314		—
February 2020	1	Lincolnshire, IL	223,000	12,000		1,179		—
March 2020	1	Trenton, NJ (2)	267,000	30,100		(179)		—
March 2020	1	Fairfax, VA	83,000	22,200		4,754		—
October 2020	4	Fairfax, VA	171,000	25,100		16		2,954
	10		906,000	$	110,463	$	10,855	$	2,954

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)We recorded a $9,454 loss on impairment of real estate during the year ended December 31, 2019 to adjust the carrying value of this property to its fair value less costs to sell.

F-16

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

2019 Disposition Activities

During the year ended December 31, 2019, we sold 58 properties containing approximately 6,179,000 rentable square feet for an aggregate sales price of $848,853, excluding closing costs.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
February 2019	34	Northern Virginia and Maryland	1,636,000	$	198,500	$	—	$	732
March 2019	1	Washington, D.C. (2)	129,000	70,000		22,075		—
May 2019	1	Buffalo, NY	122,000	16,900		—		5,137
May 2019	1	Maynard, MA	287,000	5,000		(227)		—
June 2019	1	Kapolei, HI	417,000	7,100		—		—
July 2019	1	San Jose, CA	72,000	14,000		(270)		—
July 2019	1	Nashua, NH	322,000	25,000		8,401		—
August 2019	1	Arlington, TX	182,000	14,900		187		—
August 2019	1	Rochester, NY	95,000	4,765		(104)		—
August 2019	1	Hanover, PA	502,000	5,500		(417)		—
August 2019	1	San Antonio, TX	618,000	198,000		3,869		—
September 2019	1	Topeka, KS	144,000	15,600		36		—
September 2019	1	Falling Waters, WV	40,000	650		—		2,179
September 2019	1	San Diego, CA	44,000	8,950		3,062		—
October 2019	3	Columbia, SC	181,000	10,750		—		3,581
November 2019	3	Metro DC - MD	373,000	61,938		1,177		—
December 2019	1	San Diego, CA	148,000	23,750		6,823		—
December 2019	1	Phoenix, AZ	123,000	12,850		860		—
December 2019	1	Houston, TX	497,000	130,000		59,992		—
December 2019	1	Kansas City, KS	171,000	11,700		—		1,172
December 2019	1	San Jose, CA	76,000	13,000		(333)		—
	58		6,179,000	$	848,853	$	105,131	$	12,801

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)Represents an individually significant disposition.

Unconsolidated Joint Ventures

We own interests in two joint ventures that own three properties. We account for these investments under the equity method of accounting. As of December 31, 2021 and 2020, our investments in unconsolidated joint ventures consisted of the following:

	OPI Ownership	OPI Carrying Value of Investments at December 31,				Number of Properties	Location	Rentable Square Feet
Joint Venture		2021		2020
Prosperity Metro Plaza	51%	$	20,672	$	21,888	2	Fairfax, VA	329,000
1750 H Street, NW	50%	14,166		16,063		1	Washington, D.C.	115,000
Total		$	34,838	$	37,951	3		444,000

F-17

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

The following table provides a summary of the mortgage debt of our two unconsolidated joint ventures:

Joint Venture	Interest Rate (1)	Maturity Date	Principal Balance at December 31, 2021 and 2020 (2)
Prosperity Metro Plaza	4.09%	12/1/2029	$	50,000
1750 H Street, NW	3.69%	8/1/2024	32,000
Weighted Average/Total	3.93%		$	82,000

(1)Includes the effect of mark to market purchase accounting.

(2)Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we do not own. None of the debt is recourse to us.

At December 31, 2021, the aggregate unamortized basis difference of our two unconsolidated joint ventures of $6,977 is 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 consolidated statements of comprehensive income (loss).

Note 4. Leases

Rental income from operating leases, including 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. We increased rental income by $15,368, $16,079 and $27,507 to record revenue on a straight line basis during the years ended December 31, 2021, 2020 and 2019, respectively. Rents receivable, excluding properties classified as held for sale, include $82,978 and $68,824 of straight line rent receivables at December 31, 2021 and 2020, 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 $85,107, $75,851 and $91,076 for the years ended December 31, 2021, 2020 and 2019, respectively, of which tenant reimbursements totaled $81,295, $71,385 and $86,353, respectively.

The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2053 as of December 31, 2021:

Year	Amount
2022	$	456,350
2023	422,139
2024	360,282
2025	296,945
2026	253,313
Thereafter	1,267,710
Total	$	3,056,739

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. As of December 31, 2021, tenants who currently represent approximately 2.8% of our total operating lease maturities have currently exercisable rights to terminate their leases before the stated terms of their leases expire. In 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2035 and 2040, early termination rights become exercisable by other tenants who currently represent an additional approximately 1.5%, 8.8%, 3.0%, 6.2%, 2.4%, 1.7%, 2.5%, 1.7%, 1.6%, 1.7% and 1.1% of our total operating lease maturities, respectively. In addition, as of December 31, 2021, 14 of our tenants have the right to terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the

F-18

OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

tenant to meet its obligation. These 14 tenants represent approximately 6.2% of our total operating lease maturities as of December 31, 2021.

As a result of the COVID-19 pandemic, we granted temporary rent assistance totaling $2,483 to 18 tenants. This assistance generally entailed a deferral of, in most cases, one month of rent pursuant to deferred payment plans which required the deferred rent amounts be payable over a 12-month period. We elected to use the FASB relief package that provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as or less than the original lease. Because the deferred rent amounts were to be repaid, the cash flows from the respective leases are substantially the same as before the rent deferrals. The deferred amounts did not impact our operating results for the years ended December 31, 2021 and 2020. As of December 31, 2021, we had collected 100% of the granted rent deferrals.

Right of use asset and lease liability. For leases where we are the lessee, we are required to record a right of use asset and lease liability for all leases with an initial term greater than 12 months. As of December 31, 2020, we had one lease that met these criteria, which expired on January 31, 2021. We subleased a portion of the space, which sublease also expired on January 31, 2021. The value of the right of use asset and related liability representing our future obligation under the lease arrangement as of December 31, 2020 were $168 and $174, respectively, and are included in other assets, net and accounts payable and other liabilities, respectively, in our consolidated balance sheets. Rent expense incurred under the lease, net of sublease revenue, was $79, $1,749 and $1,670 for the years ended December 31, 2021, 2020 and 2019, respectively.

Note 5. Business and Property Management Agreements with RMR LLC

We have no employees. The personnel and various services we require to operate our business are provided to us by The RMR Group LLC, or RMR LLC. We have two agreements with RMR LLC 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.

Management Agreements with RMR LLC. Our management agreements with RMR LLC provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:

•Base Management Fee. The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:

•the sum of (a) 0.5% of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR LLC provided business management or property management services, or the Transferred Assets, plus (b) 0.7% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $250,000, plus (c) 0.5% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $250,000; and

•the sum of (a) 0.7% of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $250,000, plus (b) 0.5% of our Average Market Capitalization exceeding $250,000.

The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.

•Incentive Management Fee. The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:

•An amount, subject to a cap based on the value of our common shares outstanding, equal to 12% of the product of:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

•our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and

•the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable index, or the benchmark return per share, for the relevant measurement period. Effective as of August 1, 2021, we amended our business management agreement with RMR LLC to replace the benchmark index used in the calculation of incentive management fees. Pursuant to this amendment, for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Office REIT Index replaced the discontinued SNL U.S. REIT Office Index and will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC. For periods prior to August 1, 2021, the SNL U.S. REIT Office Index will continue to be used. Accordingly, the calculation of incentive management fees for the next two measurement periods will continue to use the SNL U.S. REIT Office Index in calculating the benchmark returns for periods through July 31, 2021. This change of index was due to S&P Global ceasing to publish the SNL U.S. REIT Office Index.

For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

•The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period.

•No incentive management fee is payable by us unless our total return per share during the measurement period is positive.

•The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.

•If our total return per share exceeds 12% per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable index for such measurement period and 12% per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable index in any year by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index).

•The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5% of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

•Incentive management fees we paid to RMR LLC for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $18,637, $17,358 and $21,320 for the years ended December 31, 2021, 2020 and 2019, respectively. The net business

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods. The net business management fees we recognized for each of the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $603, for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 2. We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2021, 2020 or 2019.

In January 2019, we paid RMR LLC a business management incentive fee of $25,817, which represented the incentive fee for the year ended December 31, 2018 incurred, but not paid, by Select Income REIT, or SIR, which we acquired in 2018.

•Property Management and Construction Supervision Fees. The property management fees payable to RMR LLC by us for each applicable period are equal to 3.0% of gross collected rents and the construction supervision fees payable to RMR LLC by us for each applicable period are equal to 5.0% of construction costs.

Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $21,103, $20,774 and $21,911 for each of the years ended December 31, 2021, 2020 and 2019, respectively. The net property management and construction supervision fees we recognized for the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $484 for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 2. For the years ended December 31, 2021, 2020 and 2019, $16,507, $17,328, and $19,320, respectively, of the total net property management and construction supervision fees were expensed to other operating expenses in our consolidated statements of income (loss) and $4,596, $3,446, and $2,591, respectively, were capitalized as building improvements in our consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

•Expense Reimbursement. We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function and as otherwise agreed. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $24,766, $24,919 and $26,442 for these expenses and costs for each of the years ended December 31, 2021, 2020 and 2019, respectively. We included these amounts in other operating expenses and general and administrative expense, as applicable, for these periods.

•Term. Our management agreements with RMR LLC have terms that end on December 31, 2041, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.

•Termination Rights. We have the right to terminate one or both of our management agreements with RMR LLC: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. RMR LLC has the right to terminate the management agreements for good reason, as defined therein.

•Termination Fee. If we terminate one or both of our management agreements with RMR LLC for convenience, or if RMR LLC terminates one or both of our management agreements for good reason, we have agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination, would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR LLC for a performance reason, we have agreed to pay RMR LLC the termination fee calculated as described above, but assuming a 10-year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR LLC for cause or as a result of a change of control of RMR LLC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

•Transition Services. RMR LLC has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR LLC, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.

•Vendors. Pursuant to our management agreements with RMR LLC, RMR LLC may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR LLC and other companies to which RMR LLC or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

•Investment Opportunities. Under our business management agreement with RMR LLC, we acknowledge that RMR LLC may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR LLC.

Note 6. Related Person Transactions

We have relationships and historical and continuing transactions with RMR LLC, RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR LLC is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. David Blackman resigned as our President and Chief Executive Officer, effective December 31, 2020, and as a Managing Trustee, effective June 17, 2021. In replacement of Mr. Blackman, Christopher J. Bilotto was appointed as our President and Chief Operating Officer, effective January 1, 2021, and Jennifer Clark was elected as a Managing Trustee, effective on June 17, 2021. Mr. Bilotto is an officer and employee of RMR LLC, Ms. Clark is a managing director and an executive officer of RMR Inc., an officer and employee of RMR LLC and an officer of ABP Trust. In addition, each of our other officers is also an officer and employee of RMR LLC. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Mr. Portnoy serves as chair of the board and as a managing director or managing trustee of these public companies. Other officers of RMR LLC, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.

Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 5 for more information regarding our management agreements with RMR LLC.

Leases with RMR LLC. We lease office space to RMR LLC in certain of our properties for RMR LLC’s property management offices. Pursuant to our lease agreements with RMR LLC, we recognized rental income from RMR LLC for leased office space of $1,138, $1,120 and $1,142 for the years ended December 31, 2021, 2020 and 2019, respectively. Our office space leases with RMR LLC are terminable by RMR LLC if our management agreements with RMR LLC are terminated.

Share Awards to RMR LLC Employees. As described further in Note 10, we award shares to our officers and other employees of RMR LLC annually. Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR LLC. These awards to RMR LLC employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR LLC. See Note 10 for more information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligations on vesting share awards.

Sonesta. In June 2021, we entered into a 30-year lease agreement with a subsidiary of Sonesta International Hotels Corporation, or Sonesta, in connection with the redevelopment of an office property we own in Washington, D.C. as a mixed-use property. Sonesta’s lease is for the planned full-service hotel component of the property that will include approximately 230,000 rentable square feet, which represents approximately 54% of the total square feet upon completion of the redevelopment. The term of the lease commences upon our delivery of the completed hotel, which we estimate to occur in the first quarter of 2023. Sonesta has two options to extend the term for 10 years each. Pursuant to the lease agreement, Sonesta

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OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

will pay us annual base rent of approximately $6,436 beginning 18 months after the lease commences. The annual base rent will increase by 10% every five years throughout the term. Sonesta is also obligated to pay its pro rata share of the operating costs for the property. We estimate that the total cost to build the hotel space will be approximately $66,000. Mr. Adam Portnoy is a director and controlling shareholder of Sonesta and Ms. Jennifer Clark is also a director of Sonesta.

RMR Inc. On July 1, 2019, we sold all of the 2,801,060 shares of class A common stock of RMR Inc. that we owned in an underwritten public offering at a price to the public of $40.00 per share pursuant to an underwriting agreement among us, RMR Inc., certain other REITs managed by RMR LLC that also sold their class A common stock of RMR Inc. in the offering and the underwriters named therein. We received net proceeds of $104,674 from this sale, after deducting underwriting discounts and commissions and other offering expenses.

AIC. Until its dissolution on February 13, 2020, we, ABP Trust and five other companies to which RMR LLC provides management services owned AIC in equal portions. We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC until June 30, 2019. We paid aggregate annual premiums, including taxes and fees, of $1,211 in connection with this insurance program for the policy year ended June 30, 2019. Properties we acquired as a result of our acquisition of SIR on December 31, 2018 were already previously included in this insurance program because SIR was a participant in the program. SIR paid an annual premium, including taxes and fees, of $1,666 in connection with this insurance program for the policy year ended June 30, 2019.

In connection with AIC’s dissolution, we and each other AIC shareholder received an initial liquidating distribution of $9,000 from AIC in December 2019, an additional liquidating distribution of $287 in June 2020 and a final liquidating distribution of $11 in December 2021. As of December 31, 2020, our investment in AIC had a carrying value of $11, which was included in other assets in our consolidated balance sheet. We recognized income of $281 related to our investment in AIC for the year ended December 31, 2019. This amount is included in equity in net losses of investees in our consolidated statements of comprehensive income (loss). Our other comprehensive income (loss) includes our proportionate part of unrealized gains (losses) on securities which were owned and held for sale by AIC of $90 related to our investment in AIC for the year ended December 31, 2019.

Note 7. Concentration

Tenant and Credit Concentration

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 December 31, 2021, the U.S. government, 11 state governments and four other government tenants combined were responsible for approximately 28.9% of our annualized rental income. As of December 31, 2020 and 2019, the U.S government, 11 state governments and two other government tenants combined were responsible for approximately 35.3% and 35.5% of our annualized rental income, respectively. The U.S. government is our largest tenant by annualized rental income and represented approximately 19.5%, 25.2% and 25.0% of our annualized rental income as of December 31, 2021, 2020 and 2019, respectively.

Geographic Concentration

At December 31, 2021, our 178 wholly owned properties were located in 33 states and the District of Columbia. Properties located in Virginia, California, the District of Columbia, Illinois and Georgia were responsible for approximately 12.4%, 10.5%, 9.8%, 9.2%, and 8.2% of our annualized rental income as of December 31, 2021, respectively.

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OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

Note 8. Indebtedness

At December 31, 2021 and 2020, our outstanding indebtedness consisted of the following:

	December 31,
	2021		2020
Revolving credit facility, due in 2023	$	—	$	—
Senior unsecured notes, 4.15% interest rate, due in 2022 (1)	—		300,000
Senior unsecured notes, 4.00% interest rate, due in 2022	300,000		300,000
Senior unsecured notes, 4.25% interest rate, due in 2024	350,000		350,000
Senior unsecured notes, 4.50% interest rate, due in 2025	650,000		650,000
Senior unsecured notes, 2.650% interest rate, due in 2026 (2)	300,000		—
Senior unsecured notes, 2.400% interest rate, due in 2027 (3)	350,000		—
Senior unsecured notes, 3.450% interest rate, due in 2031 (4)	400,000		—
Senior unsecured notes, 5.875% interest rate, due in 2046 (5)	—		310,000
Senior unsecured notes, 6.375% interest rate, due in 2050	162,000		162,000
Mortgage note payable, 8.150% interest rate, due in 2021 (6)	—		350
Mortgage note payable, 4.220% interest rate, due in 2022 (7)	25,055		25,804
Mortgage note payable, 3.550% interest rate, due in 2023 (8)	—		71,000
Mortgage note payable, 3.700% interest rate, due in 2023	50,000		50,000
Mortgage note payable, 4.800% interest rate, due in 2023	23,246		23,688
	2,610,301		2,242,842
Unamortized debt premiums, discounts and issuance costs	(32,351)		(39,871)
	$	2,577,950	$	2,202,971

(1)These senior notes were redeemed in September 2021.

(2)These senior notes were issued in May 2021.

(3)These senior notes were issued in August 2021.

(4)These senior notes were issued in September 2021.

(5)These senior notes were redeemed in June 2021.

(6)This mortgage note was paid in full as of its maturity date.

(7)In February 2022, we gave notice of our intention to prepay this mortgage note at par plus accrued interest. We expect to make this prepayment in April 2022.

(8)This mortgage note was prepaid in June 2021.

Our $750,000 revolving credit facility is governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders that includes a feature under which the maximum aggregate borrowing availability may be increased to up to $1,950,000 in certain circumstances.

Our $750,000 revolving credit facility is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is January 31, 2023 and, subject to our payment of an extension fee and meeting certain other conditions, we have the option to extend the stated maturity date of our revolving credit facility by two additional six month periods. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayment is due until maturity. We are required to pay interest at a rate of LIBOR plus a premium, which was 110 basis points per annum at December 31, 2021, 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 December 31, 2021. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. As of December 31, 2021 and 2020, the annual interest rate payable on borrowings under our revolving credit facility was 1.2%. The weighted average annual interest rate for borrowings under our revolving credit facility was 1.2%, 2.0% and 3.3%, for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and February 15, 2022, we had no amounts outstanding under our revolving credit facility and $750,000 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 RMR LLC ceasing to act as our business and property manager.  Our

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OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

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 December 31, 2021.

Senior Unsecured Note Issuances

In May 2021, we issued $300,000 of 2.650% senior unsecured notes due 2026 in an underwritten public offering, raising net proceeds of $296,826, after deducting underwriters’ discounts and offering expenses. These notes require semi-annual payments of interest only through maturity on June 15, 2026 and may be repaid at par plus accrued and unpaid interest on or after May 15, 2026.

In August 2021, we issued $350,000 of 2.400% senior unsecured notes due 2027 in an underwritten public offering, raising net proceeds of $346,607, after deducting underwriters’ discounts and offering expenses. These notes require semi-annual payments of interest only through maturity on February 1, 2027 and may be repaid at par plus accrued and unpaid interest on or after January 1, 2027.

In September 2021, we issued $400,000 of 3.450% senior unsecured notes due 2031 in an underwritten public offering, raising net proceeds of $395,632, after deducting underwriters’ discounts and offering expenses. These notes require semi-annual payments of interest only through maturity on October 15, 2031 and may be repaid at par plus accrued and unpaid interest on or after July 15, 2031.

Senior Unsecured Note Redemptions

In June 2021, we redeemed, at par plus accrued interest, all $310,000 of our 5.875% senior unsecured notes due 2046. As a result of this redemption, we recognized a loss on early extinguishment of debt of $8,581 during the year ended December 31, 2021, from the write off of unamortized debt issuance costs.

In September 2021, we redeemed, at a premium plus accrued interest, all $300,000 of our 4.15% senior unsecured notes due 2022. As a result of this redemption, we recognized a loss on early extinguishment of debt of $2,274 during the year ended December 31, 2021, from a prepayment penalty and the write off of unamortized discounts.

Mortgage Note Repayment

In June 2021, we prepaid, at a premium plus accrued interest, a mortgage note secured by three properties with an outstanding principal balance of $71,000, an annual interest rate of 3.55% and a maturity date in May 2023. As a result of the prepayment of this mortgage note, we recognized a loss on early extinguishment of debt of $3,213 during the year ended December 31, 2021, from a prepayment penalty and the write off of unamortized discounts.

At December 31, 2021, three of our properties with an aggregate net book value of $188,130 were encumbered by mortgage notes with an aggregate principal amount of $98,301. Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates.

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OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2021 are as follows:

Year	Principal Payment
2022 (1)	$	325,517
2023	72,784
2024	350,000
2025	650,000
2026	300,000
Thereafter	912,000
Total	$	2,610,301	(2)

(1)In February 2022, we gave notice of our intention to prepay, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $25,055 at December 31, 2021, an annual interest rate of 4.22% and a maturity date in July 2022.

(2)Total consolidated debt outstanding as of December 31, 2021, net of unamortized premiums, discounts and issuance costs totaling $32,351, was $2,577,950.

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OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

Note 9. Fair Value of Assets and Liabilities

The following table presents certain of our assets measured at fair value at December 31, 2021, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

			Fair Value at Reporting Date Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Non-recurring Fair Value Measurements Assets
Assets of properties held for sale (1)	$	10,600	$	—	$	10,600	$	—

(1)We recorded impairment charges of $6,991 to reduce the carrying value of two properties that are classified as held for sale in our consolidated balance sheet to their estimated fair value, less estimated costs to sell of $555, based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP). See Note 3 for more information.

In addition to the assets described in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, accounts payable, a revolving credit facility, senior unsecured notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits. At December 31, 2021 and 2020, the fair values of our financial instruments approximated their carrying values in our consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

	As of December 31, 2021				As of December 31, 2020
Financial Instrument	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Senior unsecured notes, 4.15% interest rate, due in 2022 (2)	$	—	$	—	$	298,853	$	306,192
Senior unsecured notes, 4.00% interest rate, due in 2022	299,500		304,148		298,579		306,756
Senior unsecured notes, 4.25% interest rate, due in 2024	344,581		365,449		342,299		365,435
Senior unsecured notes, 4.50% interest rate, due in 2025	639,370		687,749		635,921		688,399
Senior unsecured notes, 2.650% interest rate, due in 2026 (3)	297,213		298,502		—		—
Senior unsecured notes, 2.400% interest rate, due in 2027 (4)	346,845		339,764		—		—
Senior unsecured notes, 3.450% interest rate, due in 2031 (5)	395,744		388,458		—		—
Senior unsecured notes, 5.875% interest rate, due in 2046 (6)	—		—		301,264		322,028
Senior unsecured notes, 6.375% interest rate, due in 2050	156,519		177,098		156,326		171,590
Mortgage notes payable	98,178		100,294		169,729		174,952
Total	$	2,577,950	$	2,661,462	$	2,202,971	$	2,335,352

(1)Includes unamortized debt premiums, discounts and issuance costs totaling $32,351 and $39,871 as of December 31, 2021 and 2020, respectively.

(2)These senior notes were redeemed in September 2021.

(3)These senior notes were issued in May 2021.

(4)These senior notes were issued in August 2021.

(5)These senior notes were issued in September 2021.

(6)These senior notes were redeemed in June 2021.

We estimated the fair values of our senior unsecured notes (except for our senior unsecured notes due 2046 and 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 values of our senior unsecured notes due 2046 and 2050 based on the closing price on Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. We estimated the fair values of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.

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OFFICE PROPERTIES INCOME TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts) 

Note 10. Shareholders’ Equity

Share Awards

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan. During the years ended December 31, 2021, 2020 and 2019, we awarded to our officers and other employees of RMR LLC annual share awards of 117,800, 108,600 and 103,100 of our common shares, respectively, valued at $2,994, $2,502 and $3,080, in aggregate, respectively. We also awarded each of our then eight Trustees 3,500 of our common shares in each of 2021 and 2020, and 3,000 of our common shares in 2019 as part of their annual compensation. These awards had aggregate values of $837 ($105 per Trustee), $745 ($93 per Trustee) and $575 ($72 per Trustee) in 2021, 2020 and 2019, respectively. In addition, we awarded 3,000 of our common shares, with a value of $270 ($90 per Trustee) in connection with the election of three of our Trustees in 2019. The values of the share awards were based upon the closing price of our common shares trading on Nasdaq on the date of grant. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award. We recognize share forfeitures as they occur. We include the value of awarded shares in general and administrative expenses ratably over the vesting period.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2021, 2020 and 2019, is as follows:

	2021			2020			2019
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	157,521	$	29.26	106,680	$	40.16	55,321	$	73.25
Awarded	145,800	$	26.28	136,600	$	23.77	136,100	$	28.84
Forfeited	(700)	$	25.97	(586)	$	43.75	(1,474)	$	49.10
Vested	(120,397)	$	30.24	(85,173)	$	34.02	(83,267)	$	27.78
Unvested at end of year	182,224	$	26.23	157,521	$	29.26	106,680	$	40.16

The 182,224 unvested shares as of December 31, 2021 are scheduled to vest as follows: 60,184 shares in 2022, 56,900 shares in 2023, 41,580 shares in 2024 and 23,560 shares in 2025. As of December 31, 2021, the estimated future compensation expense for the unvested shares was $4,279. The weighted average period over which the compensation expense will be recorded is approximately 23 months. During the years ended December 31, 2021, 2020 and 2019, we recorded $2,868, $3,315 and $3,088, respectively, of compensation expense related to the 2009 Plan. At December 31, 2021, 987,610 of our common shares remained available for issuance under the 2009 Plan.

Share Purchases

During the years ended December 31, 2021, 2020 and 2019, we purchased 37,801, 19,589 and 15,588 of our common shares, respectively, valued at weighted average share prices of $26.55, $22.15 and $29.76 per common share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

Distributions

During the years ended December 31, 2021, 2020 and 2019, we paid distributions on our common shares as follows:

	Annual Per Share Distribution		Total Distributions		Characterization of Distributions
Year					Return of Capital	Ordinary Income	Qualified Dividend
2021	$	2.20	$	106,368	—%	100.00%	—%
2020	$	2.20	$	106,121	—%	100.00%	—%
2019	$	2.20	$	105,868	—%	100.00%	—%

On January 13, 2022, we declared a distribution payable to common shareholders of record on January 24, 2022 in the amount of $0.55 per share, or approximately $26,600. We expect to pay this distribution on or about February 17, 2022.

F-28

OFFICE PROPERTIES INCOME TRUST

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2021

(dollars in thousands)

					Initial Cost to Company				Costs Capitalized Subsequent to Acquisition				Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)		Land		Buildings and Equipment				Impairments/ Writedowns		Land		Buildings and Equipment		Total (2)		Accumulated Depreciation (3)		Date(s) Acquired	Original Construction Date(s)
Inverness Center	Birmingham, AL	3	$	—	$	5,907	$	12,098	$	1,590	$	(7,717)	$	3,823	$	8,055	$	11,878	$	—	12/31/2018	1984
445 Jan Davis Drive	Huntsville, AL	1	—		1,501		1,492		—		—		1,501		1,492		2,993		(120)		12/31/2018	2007
131 Clayton Street	Montgomery, AL	1	—		920		9,084		241		—		920		9,325		10,245		(2,438)		6/22/2011	2007
4344 Carmichael Road	Montgomery, AL	1	—		1,374		11,658		562		—		1,374		12,220		13,594		(2,424)		12/17/2013	2009
15451 North 28th Avenue	Phoenix, AZ	1	—		1,917		7,416		752		—		1,917		8,168		10,085		(1,518)		9/10/2014	1996
16001 North 28th Avenue	Phoenix, AZ	1	—		3,355		412		1,123		—		3,355		1,535		4,890		(145)		12/31/2018	1998
711 S 14th Avenue	Safford, AZ	1	—		460		11,708		884		(4,440)		364		8,248		8,612		(1,058)		6/16/2010	1992
Regents Center	Tempe, AZ	2	—		4,121		3,042		293		—		4,121		3,335		7,456		(480)		12/31/2018	1988
Campbell Place	Carlsbad, CA	2	—		5,769		3,871		7,481		—		5,769		11,352		17,121		(1,476)		12/31/2018	2007
Folsom Corporate Center	Folsom, CA	1	—		2,904		5,583		568		—		2,904		6,151		9,055		(585)		12/31/2018	2008
Bayside Technology Park	Fremont, CA	1	—		10,784		648		87		—		10,784		735		11,519		(75)		12/31/2018	1990
10949 N. Mather Boulevard	Rancho Cordova, CA	1	—		562		16,923		992		—		562		17,915		18,477		(3,658)		10/30/2013	2012
11020 Sun Center Drive	Rancho Cordova, CA	1	—		1,466		8,797		1,409		—		1,466		10,206		11,672		(1,486)		12/20/2016	1983
100 Redwood Shores Parkway	Redwood City, CA	1	—		14,454		7,721		—		—		14,454		7,721		22,175		(643)		12/31/2018	1993
3875 Atherton Road	Rocklin, CA	1	—		177		853		9		—		177		862		1,039		(71)		12/31/2018	1991
801 K Street	Sacramento, CA	1	—		4,688		61,994		7,078		—		4,688		69,072		73,760		(10,724)		1/29/2016	1989
9815 Goethe Road	Sacramento, CA	1	—		1,450		9,465		1,494		—		1,450		10,959		12,409		(2,821)		9/14/2011	1992
Capitol Place	Sacramento, CA	1	—		2,290		35,891		8,399		—		2,290		44,290		46,580		(12,964)		12/17/2009	1988
4560 Viewridge Road	San Diego, CA	1	—		4,269		18,316		5,135		—		4,347		23,373		27,720		(13,088)		3/31/1997	1996
2115 O’Nel Drive	San Jose, CA	1	—		12,305		5,062		218		—		12,305		5,280		17,585		(421)		12/31/2018	1984
North First Street	San Jose, CA	1	—		8,311		4,003		411		—		8,311		4,414		12,725		(417)		12/31/2018	1984
Rio Robles Drive	San Jose, CA	3	—		23,687		13,698		3,196		—		23,687		16,894		40,581		(1,611)		12/31/2018	1984
2450 and 2500 Walsh Avenue	Santa Clara, CA	2	—		13,374		16,651		161		—		13,374		16,812		30,186		(1,401)		12/31/2018	1982
3250 and 3260 Jay Street	Santa Clara, CA	2	—		19,899		14,051		—		—		19,899		14,051		33,950		(1,168)		12/31/2018	1982
603 San Juan Avenue	Stockton, CA	1	—		563		5,470		49		—		563		5,519		6,082		(1,288)		7/20/2012	2012
350 West Java Drive	Sunnyvale, CA	1	—		24,609		462		322		—		24,609		784		25,393		(48)		12/31/2018	1984
7958 South Chester Street	Centennial, CO	1	—		6,682		7,153		812		—		6,682		7,965		14,647		(651)		12/31/2018	2000
350 Spectrum Loop	Colorado Springs, CO	1	—		3,650		7,732		503		—		3,650		8,235		11,885		(665)		12/31/2018	2000
333 Inverness Drive South	Englewood, CO	1	—		5,711		4,543		63		—		5,711		4,606		10,317		(408)		12/31/2018	1998

S-1

OFFICE PROPERTIES INCOME TRUST

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2021

(dollars in thousands)

				Initial Cost to Company		Costs Capitalized Subsequent to Acquisition		Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)	Land	Buildings and Equipment		Impairments/ Writedowns	Land	Buildings and Equipment	Total (2)	Accumulated Depreciation (3)	Date(s) Acquired	Original Construction Date(s)
12795 West Alameda Parkway	Lakewood, CO	1	—	2,640	23,777	1,441	—	2,640	25,218	27,858	(7,510)	1/15/2010	1988
Corporate Center	Lakewood, CO	3	—	2,887	27,537	4,101	—	2,887	31,638	34,525	(15,258)	10/11/2002	1980
11 Dupont Circle, NW	Washington, DC	1	—	28,255	44,743	15,108	—	28,255	59,851	88,106	(7,197)	10/2/2017	1974
1211 Connecticut Avenue, NW	Washington, DC	1	25,059	30,388	24,667	3,268	—	30,388	27,935	58,323	(3,633)	10/2/2017	1967
1401 K Street, NW	Washington, DC	1	23,408	29,215	34,656	6,214	—	29,215	40,870	70,085	(6,005)	10/2/2017	1929
20 Massachusetts Avenue	Washington, DC	1	—	12,009	51,527	72,633	—	12,230	123,939	136,169	(40,667)	3/31/1997	1996
440 First Street, NW	Washington, DC	1	—	27,903	38,624	2,233	—	27,903	40,857	68,760	(4,520)	10/2/2017	1982
625 Indiana Avenue	Washington, DC	1	—	26,000	25,955	9,818	—	26,000	35,773	61,773	(9,746)	8/17/2010	1989
840 First Street, NE	Washington, DC	1	—	42,727	73,278	3,546	—	42,727	76,824	119,551	(8,758)	10/2/2017	2003
10350 NW 112th Avenue	Miami, FL	1	—	4,798	2,757	1,014	—	4,798	3,771	8,569	(252)	12/31/2018	2002
7850 Southwest 6th Court	Plantation, FL	1	—	4,800	30,592	491	—	4,800	31,083	35,883	(8,231)	5/12/2011	1999
8900 Grand Oak Circle	Tampa, FL	1	—	1,100	11,773	1,134	—	1,100	12,907	14,007	(3,451)	10/15/2010	1994
180 Ted Turner Drive SW	Atlanta, GA	1	—	5,717	20,017	632	—	5,717	20,649	26,366	(4,824)	7/25/2012	2007
1224 Hammond Drive	Atlanta, GA	1	—	13,040	135,459	6,549	—	13,040	142,008	155,048	(2,171)	6/25/2021	2020
Corporate Square	Atlanta, GA	5	—	3,996	29,762	28,004	—	3,996	57,766	61,762	(18,642)	7/16/2004	1967
Executive Park	Atlanta, GA	1	—	1,521	11,826	4,123	—	1,521	15,949	17,470	(7,759)	7/16/2004	1972
One Georgia Center	Atlanta, GA	1	—	10,250	27,933	16,756	—	10,250	44,689	54,939	(9,744)	9/30/2011	1968
One Primerica Parkway	Duluth, GA	1	—	6,927	22,951	—	—	6,927	22,951	29,878	(1,908)	12/31/2018	2013
4712 Southpark Boulevard	Ellenwood, GA	1	—	1,390	19,635	118	—	1,390	19,753	21,143	(4,651)	7/25/2012	2005
91-209 Kuhela Street	Kapolei, HI	1	—	1,998	—	3	—	1,992	9	2,001	—	12/31/2018	Land
8305 NW 62nd Avenue	Johnston, IA	1	—	2,649	7,997	—	—	2,649	7,997	10,646	(665)	12/31/2018	2011
1185, 1249 & 1387 S. Vinnell Way	Boise, ID	3	—	3,390	29,026	1,016	—	3,390	30,042	33,432	(7,019)	9/11/2012	1996; 1997; 2002
2020 S. Arlington Heights	Arlington Heights, IL	1	—	1,450	13,588	1,672	—	1,450	15,260	16,710	(4,204)	12/29/2009	1988
400 South Jefferson Street	Chicago, IL	1	49,711	19,379	20,115	779	—	19,379	20,894	40,273	(1,744)	12/31/2018	1947
1000 W. Fulton	Chicago, IL	1	—	42,935	258,348	50	—	42,935	258,398	301,333	(4,473)	6/24/2021	2015
HUB 1415	Naperville, IL	1	—	12,333	20,586	12,056	—	12,333	32,642	44,975	(2,681)	12/31/2018	2001
440 North Fairway Drive	Vernon Hills, IL	1	—	4,465	441	—	—	4,465	441	4,906	(38)	12/31/2018	1992
7601 and 7635 Interactive Way	Indianapolis, IN	2	—	3,337	14,522	34	—	3,337	14,556	17,893	(1,136)	12/31/2018	2003

S-2

OFFICE PROPERTIES INCOME TRUST

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2021

(dollars in thousands)

				Initial Cost to Company		Costs Capitalized Subsequent to Acquisition		Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)	Land	Buildings and Equipment		Impairments/ Writedowns	Land	Buildings and Equipment	Total (2)	Accumulated Depreciation (3)	Date(s) Acquired	Original Construction Date(s)
Intech Park	Indianapolis, IN	3	—	4,170	69,759	9,542	—	4,170	79,301	83,471	(20,726)	10/14/2011	2000; 2001; 2008
The Atrium at Circleport II	Erlanger, KY	1	—	1,796	1,933	578	—	1,796	2,511	4,307	(287)	12/31/2018	1999
7125 Industrial Road	Florence, KY	1	—	1,698	11,722	293	—	1,698	12,015	13,713	(2,711)	12/31/2012	1980
251 Causeway Street	Boston, MA	3	—	26,851	36,756	3,665	—	26,851	40,421	67,272	(6,205)	8/17/2010; 8/3/2021	1987
The Connect	Chelmsford, MA	2	—	4,700	—	8,256	—	4,700	8,256	12,956	(496)	12/31/2018	1984
75 Pleasant Street	Malden, MA	1	—	1,050	31,086	877	—	1,050	31,963	33,013	(9,349)	5/24/2010	2008
25 Newport Avenue	Quincy, MA	1	—	2,700	9,199	1,593	—	2,700	10,792	13,492	(2,823)	2/16/2011	1985
314 Littleton Road	Westford, MA	1	—	5,691	8,487	47	—	5,691	8,534	14,225	(717)	12/31/2018	2007
Annapolis Commerce Center	Annapolis, MD	2	—	4,057	7,665	4,599	—	4,057	12,264	16,321	(1,121)	10/2/2017	1989
4201 Patterson Avenue	Baltimore, MD	1	—	901	8,097	4,134	(85)	893	12,154	13,047	(6,291)	10/15/1998	1989
7001 Columbia Gateway Drive	Columbia, MD	1	—	5,642	10,352	399	—	5,642	10,751	16,393	(939)	12/31/2018	2008
Hillside Center	Columbia, MD	2	—	3,437	4,228	934	—	3,437	5,162	8,599	(643)	10/2/2017	2001
TenThreeTwenty	Columbia, MD	1	—	3,126	16,361	1,932	—	3,126	18,293	21,419	(2,370)	10/2/2017	1982
3300 75th Avenue	Landover, MD	1	—	4,110	36,371	3,140	—	4,110	39,511	43,621	(11,474)	2/26/2010	1985
Redland 520/530	Rockville, MD	3	—	12,714	61,377	4,267	—	12,714	65,644	78,358	(7,105)	10/2/2017	2008
Redland 540	Rockville, MD	1	—	10,740	17,714	6,113	—	10,740	23,827	34,567	(4,390)	10/2/2017	2003
Rutherford Business Park	Windsor Mill, MD	1	—	1,598	10,219	545	—	1,598	10,764	12,362	(2,438)	11/16/2012	1972
3550 Green Court	Ann Arbor, MI	1	—	3,630	4,857	—	—	3,630	4,857	8,487	(429)	12/31/2018	1998
11411 E. Jefferson Avenue	Detroit, MI	1	—	630	18,002	567	—	630	18,569	19,199	(5,358)	4/23/2010	2009
Rosedale Corporate Plaza	Roseville, MN	1	—	672	6,045	1,547	—	672	7,592	8,264	(4,338)	12/1/1999	1987
1300 Summit Street	Kansas City, MO	1	—	2,776	12,070	900	—	2,776	12,970	15,746	(2,978)	9/27/2012	1998
2555 Grand Boulevard	Kansas City, MO	1	—	4,209	51,522	4,402	—	4,209	55,924	60,133	(4,550)	12/31/2018	2003
4241 NE 34th Street	Kansas City, MO	1	—	1,133	5,649	4,705	—	1,470	10,017	11,487	(4,995)	3/31/1997	1995
1220 Echelon Parkway	Jackson, MS	1	—	440	25,458	529	—	440	25,987	26,427	(6,103)	7/25/2012	2009
2300 and 2400 Yorkmont Road	Charlotte, NC	2	—	1,334	19,075	2,509	—	1,334	21,584	22,918	(1,966)	12/31/2018	1995
18010 and 18020 Burt Street	Omaha, NE	2	—	6,977	12,500	—	—	6,977	12,500	19,477	(1,039)	12/31/2018	2012
500 Charles Ewing Boulevard	Ewing, NJ	1	—	4,808	26,002	—	—	4,808	26,002	30,810	(2,162)	12/31/2018	2012
299 Jefferson Road	Parsippany, NJ	1	—	4,543	2,914	865	—	4,543	3,779	8,322	(386)	12/31/2018	2011

S-3

OFFICE PROPERTIES INCOME TRUST

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2021

(dollars in thousands)

				Initial Cost to Company		Costs Capitalized Subsequent to Acquisition		Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)	Land	Buildings and Equipment		Impairments/ Writedowns	Land	Buildings and Equipment	Total (2)	Accumulated Depreciation (3)	Date(s) Acquired	Original Construction Date(s)
One Jefferson Road	Parsippany, NJ	1	—	4,415	5,249	63	—	4,415	5,312	9,727	(439)	12/31/2018	2009
Airline Corporate Center	Colonie, NY	1	—	790	6,400	1,141	—	790	7,541	8,331	(1,652)	6/22/2012	2004
5000 Corporate Court	Holtsville, NY	1	—	6,530	17,711	4,330	—	6,530	22,041	28,571	(5,956)	8/31/2011	2000
1212 Pittsford - Victor Road	Pittsford, NY	1	—	608	78	538	—	608	616	1,224	(67)	12/31/2018	1965
2231 Schrock Road	Columbus, OH	1	—	716	217	283	—	716	500	1,216	(63)	12/31/2018	1999
4600 25th Avenue	Salem, OR	1	—	6,510	17,973	6,355	—	6,510	24,328	30,838	(5,918)	12/20/2011	1957
8800 Tinicum Boulevard	Philadelphia, PA	1	—	5,573	22,686	2,396	—	5,573	25,082	30,655	(1,976)	12/31/2018	2000
446 Wrenplace Road	Fort Mill, SC	1	—	5,031	22,524	—	—	5,031	22,524	27,555	(577)	12/22/2020	2019
9680 Old Bailes Road	Fort Mill, SC	1	—	834	2,944	53	—	834	2,997	3,831	(247)	12/31/2018	2007
16001 North Dallas Parkway	Addison, TX	2	—	10,282	63,071	945	—	10,282	64,016	74,298	(5,636)	12/31/2018	1987
Research Park	Austin, TX	2	—	4,258	13,747	247	—	4,258	13,994	18,252	(2,103)	12/31/2018	1999
10451 Clay Road	Houston, TX	1	—	5,495	10,253	—	—	5,495	10,253	15,748	(854)	12/31/2018	2013
202 North Castlegory Road	Houston, TX	1	—	863	5,024	—	—	863	5,024	5,887	(393)	12/31/2018	2016
6380 Rogerdale Road	Houston, TX	1	—	12,628	6,113	1,092	—	12,628	7,205	19,833	(550)	12/31/2018	2006
4221 W. John Carpenter Freeway	Irving, TX	1	—	1,413	2,365	1,843	—	1,413	4,208	5,621	(736)	12/31/2018	1995
8675,8701-8711 Freeport Pkwy and 8901 Esters Boulevard	Irving, TX	3	—	10,185	31,566	68	—	10,185	31,634	41,819	(2,625)	12/31/2018	1990
1511 East Common Street	New Braunfels, TX	1	—	4,965	1,266	222	—	4,965	1,488	6,453	(124)	12/31/2018	2005
2900 West Plano Parkway	Plano, TX	1	—	6,819	8,831	—	—	6,819	8,831	15,650	(734)	12/31/2018	1998
3400 West Plano Parkway	Plano, TX	1	—	4,543	15,964	321	—	4,543	16,285	20,828	(1,369)	12/31/2018	1994
3600 Wiseman Boulevard	San Antonio, TX	1	—	3,493	6,662	3,300	—	3,493	9,962	13,455	(1,129)	12/31/2018	2004
701 Clay Road	Waco, TX	1	—	2,030	8,708	14,327	—	2,060	23,005	25,065	(7,173)	12/23/1997	1997
1800 Novell Place	Provo, UT	1	—	7,487	43,487	124	—	7,487	43,611	51,098	(3,906)	12/31/2018	2000
4885-4931 North 300 West	Provo, UT	2	—	3,915	9,429	21	—	3,915	9,450	13,365	(834)	12/31/2018	2009
14660, 14672 & 14668 Lee Road	Chantilly, VA	3	—	6,966	74,214	6,172	—	6,966	80,386	87,352	(10,355)	12/22/2016	1998; 2002; 2006
1434 Crossways	Chesapeake, VA	2	—	3,617	19,527	2,673	—	3,617	22,200	25,817	(2,680)	10/2/2017	1998
Enterchange at Meadowville	Chester, VA	1	—	1,478	9,594	424	—	1,478	10,018	11,496	(2,077)	8/28/2013	1999
Three Flint Hill	Fairfax, VA	1	—	5,991	25,536	3,118	—	5,991	28,654	34,645	(4,356)	10/2/2017	1984
7987 Ashton Avenue	Manassas, VA	1	—	1,562	8,253	1,059	—	1,562	9,312	10,874	(1,311)	1/3/2017	1989
Two Commercial Place	Norfolk, VA	1	—	4,494	21,508	575	—	4,494	22,083	26,577	(1,744)	12/31/2018	1974

S-4

OFFICE PROPERTIES INCOME TRUST

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2021

(dollars in thousands)

					Initial Cost to Company				Costs Capitalized Subsequent to Acquisition				Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)		Land		Buildings and Equipment				Impairments/ Writedowns		Land		Buildings and Equipment		Total (2)		Accumulated Depreciation (3)		Date(s) Acquired	Original Construction Date(s)
1759 & 1760 Business Center Drive	Reston, VA	2	—		9,066		78,658		7,007		—		9,066		85,665		94,731		(15,947)		5/28/2014	1987
1775 Wiehle Avenue	Reston, VA	1	—		4,138		26,120		2,000		—		4,138		28,120		32,258		(3,312)		10/2/2017	2001
9201 Forest Hill Avenue	Richmond, VA	1	—		1,344		375		466		—		1,344		841		2,185		(100)		12/31/2018	1985
9960 Mayland Drive	Richmond, VA	1	—		2,614		15,930		3,392		—		2,614		19,322		21,936		(3,720)		5/20/2014	1994
Parham Place	Richmond, VA	3	—		913		1,099		563		—		913		1,662		2,575		(132)		12/31/2018	1989; 2012
1751 Blue Hills Drive	Roanoke, VA	1	—		2,689		7,761		—		—		2,689		7,761		10,450		(645)		12/31/2018	2003
Atlantic Corporate Park	Sterling, VA	2	—		5,752		29,316		2,713		—		5,752		32,029		37,781		(3,499)		10/2/2017	2008
Orbital Sciences Campus	Sterling, VA	3	—		12,275		19,320		780		—		12,275		20,100		32,375		(1,754)		12/31/2018	2001
Sterling Business Park Lots 8 and 9	Sterling, VA	1	—		5,871		44,324		103		—		5,871		44,427		50,298		(4,714)		10/2/2017	2016
65 Bowdoin Street	S. Burlington, VT	1	—		700		8,416		140		—		700		8,556		9,256		(2,524)		4/9/2010	2009
840 North Broadway	Everett, WA	2	—		3,360		15,376		3,228		—		3,360		18,604		21,964		(4,189)		6/28/2012	1985
Stevens Center	Richland, WA	2	—		3,970		17,035		5,594		—		4,042		22,557		26,599		(12,408)		3/31/1997	1995
351, 401, 501 Elliott Ave West	Seattle, WA	3	—		26,640		52,740		5,782		—		26,640		58,522		85,162		(4,705)		12/31/2018	2000
5353 Yellowstone Road	Cheyenne, WY	1	—		1,915		8,217		1,882		—		1,950		10,064		12,014		(5,551)		3/31/1997	1995
		174	$	98,178	$	875,529	$	2,658,896	$	388,903	$	(12,242)	$	874,108	$	3,036,978	$	3,911,086	$	(495,912)
Properties Held for Sale
2115 East Jefferson Street (4)	Rockville, MD	1	—		3,349		11,152		592		(8,646)		1,678		4,769		6,447		—		8/27/2013	1981
Greenbrier Towers (5)	Chesapeake, VA	2	—		3,437		11,241		3,067		—		3,437		14,308		17,745		(2,354)		10/2/2017	1985
11050 West Liberty Drive	Milwaukee, WI	1	—		945		4,539		103		(1,989)		781		2,817		3,598		—		6/9/2011	2006
		4	—		7,731		26,932		3,762		(10,635)		5,896		21,894		27,790		(2,354)
		178	$	98,178	$	883,260	$	2,685,828	$	392,665	$	(22,877)	$	880,004	$	3,058,872	$	3,938,876	$	(498,266)

(1) Represents mortgage debt, net of the unamortized balance of the fair value adjustments and debt issuance costs totaling $123.

(2) Excludes the value of real estate intangibles. Aggregate cost for federal income tax purposes is approximately $7,358,924.

(3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to 12 years.

(4) This property was sold in January 2022.

(5) These properties were sold in February 2022.

S-5

OFFICE PROPERTIES INCOME TRUST

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2021

(dollars in thousands)

An analysis of the carrying amount of real estate properties and accumulated depreciation is as follows:

	Real Estate Properties		Accumulated Depreciation
Balance at December 31, 2018	$	3,944,636	$	375,147
Additions	66,221		89,398
Loss on asset impairment	(22,255)		—
Disposals	(424,302)		(64,167)
Cost basis adjustment (1)	(9,169)		(9,169)
Reclassification of assets of properties held for sale	(61,900)		(3,553)
Balance at December 31, 2019	3,493,231		387,656
Additions	122,116		83,828
Loss on asset impairment	(2,954)		—
Disposals	(31,193)		(13,125)
Cost basis adjustment (1)	(3,968)		(3,968)
Reclassification of assets of properties held for sale	(55,089)		(2,477)
Balance at December 31, 2020	3,522,143		451,914
Additions	584,805		92,266
Loss on asset impairment	(58,696)		—
Disposals	(72,137)		(8,675)
Cost basis adjustment (1)	(37,239)		(37,239)
Reclassification of assets of properties held for sale	(27,790)		(2,354)
Balance at December 31, 2021	$	3,911,086	$	495,912

(1)    Represents the reclassification between accumulated depreciation and building made to certain properties reclassified as assets of properties held for sale at fair value less costs to sell in accordance with GAAP.

S-6

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OFFICE PROPERTIES INCOME TRUST
By:	/s/ Christopher J. Bilotto
	Christopher J. Bilotto President and Chief Operating Officer
Dated: February 16, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Christopher J. Bilotto	President and Chief Operating Officer	February 16, 2022
Christopher J. Bilotto
/s/ Matthew C. Brown	Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	February 16, 2022
Matthew C. Brown
/s/ Jennifer B. Clark	Managing Trustee	February 16, 2022
Jennifer B. Clark
/s/ Adam D. Portnoy	Managing Trustee	February 16, 2022
Adam D. Portnoy
/s/ Donna D. Fraiche	Independent Trustee	February 16, 2022
Donna D. Fraiche
/s/ Barbara D. Gilmore	Independent Trustee	February 16, 2022
Barbara D. Gilmore
/s/ John L. Harrington	Independent Trustee	February 16, 2022
John L. Harrington
/s/ William A. Lamkin	Independent Trustee	February 16, 2022
William A. Lamkin
/s/ Elena Poptodorova	Independent Trustee	February 16, 2022
Elena Poptodorova
/s/ Jeffrey P. Somers	Independent Trustee	February 16, 2022
Jeffrey P. Somers

EX-4.14

Exhibit 4.14

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12

OF THE SECURITIES EXCHANGE ACT OF 1934

Office Properties Income Trust, or the Company, we, us or our, has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: (i) Common Shares of Beneficial Interest,$.01 par value per share, or common shares; and (ii) 6.375% Senior Notes due 2050, or the Notes. Each of the Company’s securities registered under Section 12 of the Exchange Act are listed on The Nasdaq Stock Market LLC, or Nasdaq.

DESCRIPTION OF SHARES OF BENEFICIAL INTEREST

The following description of the terms of our shares of beneficial interest is a summary only. This summary is not complete and is qualified in its entirety by reference to the Company’s declaration of trust and bylaws and applicable Maryland law, including but not limited to provisions of Maryland law applicable to Maryland real estate investment trusts, or the Maryland REIT Law. The Company’s declaration of trust and bylaws are filed as exhibits to this Annual Report on Form 10-K.

General

Our declaration of trust authorizes us to issue up to an aggregate of 200,000,000 shares of beneficial interest, all of which are currently designated as common shares. No other class or series of shares of beneficial interest has been established or is outstanding.

Our declaration of trust contains a provision permitting our Board of Trustees, without any action by our shareholders, to amend our declaration of trust to increase or decrease the total number of shares of beneficial interest or the number of shares of any class or series that we have authority to issue. Our declaration of trust further authorizes our Board of Trustees to reclassify any unissued shares from time to time by setting the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of our shares of beneficial interest or any new class or series of shares created by our Board of Trustees.

Common Shares

Voting rights. Subject to the provisions of our declaration of trust regarding the restriction on the transfer of shares of beneficial interest, each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of Trustees. Holders of our common shares do not have cumulative voting rights in the election of Trustees. Whenever shareholders are required or permitted to take any action by a vote, the action may only be taken by a vote at a shareholders meeting. Under our bylaws, shareholders do not have the right to take any action by written consent. With respect to matters brought before a meeting of shareholders other than the election of Trustees, except where a different voting standard is required by any applicable law, the listing requirements of the principal securities exchange on which our common shares are listed or a specific provision of our declaration of trust or bylaws, 75% of all common shares entitled to vote at the meeting shall be required to approve the matter unless such matter has been previously approved by our Board of Trustees, in which case the vote required for approval is a majority of votes cast at the meeting.

Under our declaration of trust, subject to the provisions of any class or series of our shares then outstanding, our shareholders are entitled to vote on the following matters: (1) the election of Trustees and the removal of Trustees; (2) any amendment to our declaration of trust; (3) termination of the Trust; (4) merger or consolidation of the Trust to the extent required by the Maryland REIT Law or the sale or disposition of substantially all our assets, in each case, to the extent a shareholder vote is required under the Maryland REIT Law, provided that any such action described in items (2) - (4) has first been approved by our Board of Trustees; and (5) such other matters with respect to which our Board of Trustees has adopted a resolution declaring that a proposed

action is advisable and directing that the matter be submitted to our shareholders for approval or ratification. Our shareholders will also be entitled to vote on such matters as may be required by our declaration of trust, bylaws or applicable law.

Under the Maryland REIT Law, a Maryland real estate investment trust, or REIT, generally cannot dissolve, amend its declaration of trust, convert or merge unless these actions are approved by at least two-thirds of all shares entitled to be cast on the matter. The Maryland REIT Law allows a trust’s declaration of trust to set a lower percentage, so long as the percentage is not less than a majority of the votes entitled to be cast on the matter. Our declaration of trust provides for approval of any of the foregoing actions by a majority of all votes entitled to be cast on these actions provided the action has been approved by 60% of our Board of Trustees, including 60% of our Independent Trustees (as defined in our declaration of trust). Our declaration of trust further provides that if permitted in the future by Maryland law, the majority required to approve any of the foregoing actions which have been approved by 60% of our Board of Trustees, including 60% of our Independent Trustees, will be the affirmative vote of a majority of the votes cast on the matter.

Board of Trustees. Our declaration of trust previously divided our Board of Trustees into three classes, with shareholders electing the Trustees of each class for three year terms and only one class of Trustees being elected each year. Pursuant to an amendment to our declaration of trust approved at our 2020 annual meeting of shareholders, effective at our 2021 annual meeting of shareholders, Trustees of the class of Trustees whose term expires at that meeting or that expires at a subsequent annual meeting of shareholders are elected annually, with all of our Trustees being elected annually as of our 2023 annual meeting of shareholders. The classified board provision, to the extent it is in effect, could have the effect of making the replacement of our incumbent Trustees more time consuming and difficult.

Except as may be mandated by any applicable law or the listing requirements of the principal exchange on which our common shares are listed, and subject to the voting rights of any class or series of our shares of beneficial interest which may be hereafter created, a plurality of all the votes cast at a meeting of our shareholders duly called and at which a quorum is present is required to elect a Trustee.

In case of failure to elect Trustees at an annual meeting of shareholders, the incumbent Trustees will hold over and continue to direct the management of our business and affairs until they resign or their successors are elected and qualify. Any vacancy on our Board of Trustees may be filled only by a majority of the remaining Trustees, even if the remaining Trustees do not constitute a quorum, for the remaining term of the class in which the vacancy exists and until a successor is elected and qualifies. Our declaration of trust and bylaws provide that a Trustee may be removed (1) only for cause, at a meeting of our shareholders properly called for that purpose, by the affirmative vote of the holders of not less than 75% of our common shares then outstanding and entitled to vote in the election of such Trustee, or (2) with or without cause by the affirmative vote of not less than 75% of the remaining Trustees. This provision precludes shareholders from removing our incumbent trustees unless for cause and they can obtain the requisite affirmative vote of shares.

Distribution rights. Subject to the preferential rights of any other class or series of shares then outstanding or which may be issued, and to the ownership restrictions described in our declaration of trust, all of our common shares are entitled to receive distributions on our common shares if, as and when authorized by our Board of Trustees and declared by us out of assets legally available for distribution (as determined by our Board of Trustees).

Liquidation rights. Subject to the preferential rights of any other class or series of shares then outstanding or which may be issued, and to the ownership restrictions described in our declaration of trust, all of our common shares are entitled to share ratably in our assets legally available for distribution to our shareholders (as determined by our Board of Trustees) in the event of our liquidation, dissolution or winding up after payment of or adequate provision for all of our known debts and liabilities.

Registration rights. Some of our shareholders have certain demand registration rights and piggyback and other registration rights with respect to our common shares held by them, as described from time to time in our periodic reports filed with the Securities and Exchange Commission, or SEC.

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Other rights and preferences. Holders of our common shares have no preference, conversion, exchange, sinking fund, redemption or appraisal rights, or preemptive rights to subscribe for any of our securities.

Preferred Shares

Pursuant to our declaration of trust, our Board of Trustees, without any action by our shareholders, may issue preferred shares of beneficial interest, or preferred shares, from time to time, in one or more classes or series, with the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of any preferred shares as determined by our Board of Trustees from time to time. The issuance of preferred shares, the issuance of rights to purchase preferred shares or the possibility of the issuance of preferred shares or such rights could have the effect of delaying or preventing a change in our control. In addition, the rights of holders of common shares will be subject to, and may be adversely affected by, the rights of holders of any preferred shares that we have issued or may issue in the future.

Restrictions on Transfer and Ownership of Shares

Our declaration of trust provides that no person may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended, or the Code, or beneficially own under Rule 13d-3 under the Exchange Act, more than 9.8% in value or in number, whichever is more restrictive, of shares of any class or series of our outstanding common shares. Our declaration of trust also prohibits (a) any person from beneficially or constructively owning our shares if that ownership would result in us being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify for taxation as a REIT and (b) any person from transferring our shares if the transfer would result in our shares being beneficially owned by fewer than 100 persons.

Our Board of Trustees, in its sole discretion, may exempt a person, prospectively or retroactively, from the share ownership limitation if, in its discretion, it determines (1) the ownership of shares by such person would not result in our being “closely held” under Section 856(h) of the Code or otherwise failing to qualify for taxation as a REIT; (2) such person does not and will not own, actually or constructively, an interest in one of our tenants (or a tenant of any entity which we own or control) that would cause us to own, actually or constructively, more than a 9.8% interest in the tenant; (3) the ownership of shares in excess of the ownership limit pursuant to the exception requested would not cause a default under the terms of any contract to which we or any of our subsidiaries are party or reasonably expect to become a party; and (4) the ownership of shares in excess of the ownership limit is in our best interest. In connection with any requested exemption, our Board of Trustees may require such rulings from the Internal Revenue Service, or the IRS, or opinions of counsel as it deems advisable in order to determine or ensure our qualification for taxation as a REIT and such representations, undertakings and agreements it deems necessary or advisable in order for it to make the foregoing determinations.

In determining whether to grant an exemption, our Board of Trustees may consider, among other factors, the following:

•the general reputation and moral character of the person requesting an exemption;

•whether the person’s ownership of shares would be direct or through ownership attribution;

•whether the person’s ownership of shares would adversely affect our ability to acquire additional properties or engage in other business;

•whether granting an exemption would adversely affect any of our existing contractual arrangements or business policies;

•whether the person requesting an exemption has been approved as an owner by all regulatory or other governmental authorities that have jurisdiction over us; and

•whether the person requesting an exemption is attempting a change in control or to affect our policies in a way in which our Board of Trustees, in its discretion, considers adverse to our or our shareholders’ best interests.

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Any attempted transfer of our shares which, if effective, would result in our shares being owned by fewer than 100 persons shall be void ab initio, and the intended transferee shall acquire no rights in such shares.

If a person attempts a transfer of our shares in violation of the other ownership limitations described above, then our Board of Trustees is authorized and empowered to deem that number of shares which would cause the violation (a) to be automatically transferred to a charitable trust for the exclusive benefit of one or more charitable beneficiaries designated by us or (b) to the fullest extent provided by law, to be void ab initio. A transfer to the charitable trust will be deemed to be effective as of the close of business on the business day prior to the date of our Board of Trustees’ determination to have such transfer occur or at such other time determined by our Board of Trustees. The prohibited owner will generally not acquire any rights in these excess shares (except to the extent provided below upon sale of the shares), will not benefit economically from ownership of any excess shares, will have no rights to distributions, will not possess any rights to vote and, to the extent permitted by law, will have no claim, cause of action or other recourse against the purported transferor of such shares. Subject to Maryland law, the trustee of the charitable trust will have the authority to rescind as void any vote cast by the prohibited owner prior to our discovery that the shares have been transferred to the trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible trust action, then the trustee will not have the authority to rescind and recast the vote. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the trust for the charitable beneficiary will be paid by the recipient to the trustee. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary.

Unless otherwise directed by our Board of Trustees, within 20 days after receiving notice from us that our shares have been transferred to a charitable trust, or as soon thereafter as is practicable, the trustee will sell the shares and related rights held in the charitable trust to a person designated by the trustee whose ownership of the shares will not violate the ownership limitations set forth in our declaration of trust. Upon this sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited owner and to the charitable beneficiary as follows:

•the prohibited owner will receive the lesser of:

(1)the net price paid by the prohibited owner for the shares or, if the prohibited owner did not give value for the shares in connection with the event causing the shares to be held in the charitable trust, for example, in the case of a gift, devise or other similar transaction, the market price (as defined in our declaration of trust) of the shares on the day of the event causing the shares to be transferred to the charitable trust less our and the charitable trustee’s costs, expenses and compensation described below; and

(2)the net sales proceeds received by the trustee from the sale or other disposition of the shares held in the charitable trust.

•any net sale proceeds in excess of the amount payable to the prohibited owner shall be immediately paid to the charitable beneficiary, less the costs, expenses and compensation of the charitable trust and trustee.

If, prior to our discovery that shares have been transferred to the charitable trust, a prohibited owner sells those shares, then:

•those shares will be deemed to have been sold on behalf of the charitable trust; and

•to the extent that the prohibited owner received an amount for those shares that exceeds the amount that the prohibited owner was entitled to receive from a sale by the trustee, the prohibited owner must pay the excess to the trustee upon demand.

Also, shares held in the charitable trust will be offered for sale to us, or our designee, at a price per share equal to the lesser of:

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•the price per share in the transaction that resulted in the transfer to the charitable trust or, in the case of a devise or gift, the market price at the time of the devise, gift or other similar transaction, the market price per share on the day of the event causing that transfer; and

•the market price on the date we or our designee accepts the offer.

In either of the above cases, the price per share will be less our and the charitable trustee’s costs, expenses and compensation described below.

We will have the right to accept the offer until the trustee has sold the shares held in the charitable trust. The net proceeds of the sale to us will be distributed to the prohibited owner in the amount determined pursuant to the above provisions.

Every owner of 5% or more of any class or series of our shares is required to give written notice to us within 30 days after the end of each taxable year, and also within three business days after we so request, stating the name and address of the owner, the number of shares of each class and series of our shares which the owner beneficially owns and a description of the manner in which those shares are held. Any such owner who holds our shares as nominee for another person who is required to include distributions on our shares in his or her gross income (the actual owner) is required to give written notice to us stating the name and address of the actual owner and the number of each class and series of our shares of the actual owner with respect to whom the holder of our shares is nominee. Each shareholder is required to provide us with such information as we may request, in good faith, in order to determine our qualification for taxation as a REIT, to determine our compliance with other applicable laws or requirements of any governmental authority and compliance with such share ownership limitations.

Our declaration of trust provides that the trustee of the charitable trust is entitled to reasonable compensation for its services, as determined by agreement between our Board of Trustees and the charitable trustee, and is entitled to be indemnified for its costs and expenses reasonably incurred in connection with conducting its duties and satisfying its obligations under our declaration of trust. Any such compensation, costs and expenses may be funded from the charitable trust or by us and, if funded by us, we are entitled to reimbursement on a first priority basis from the charitable trust.

We are also entitled, without limiting a shareholder’s other obligations under our declaration of trust and bylaws, to collect from the charitable trust our costs and expenses incurred in the process of enforcing the ownership limitations contained in our declaration of trust.

The restrictions in our declaration of trust described above will not preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated interdealer quotation system. Our declaration of trust provides, however, that the fact that the settlement of any transaction occurs will not negate the effect of any of the foregoing limitations and any transferee in this kind of transaction will be subject to all of the provisions and limitations described above.

All certificates evidencing our shares and any share statements for our uncertificated shares may bear legends referring to the foregoing restrictions.

The restrictions on transfer and ownership in our declaration of trust are intended to assist with our compliance with the requirements for qualification and taxation as a REIT under the Code and otherwise to promote our orderly governance. These restrictions do not apply to The RMR Group LLC, or RMR LLC, or its affiliates.

Business Combinations

The Maryland General Corporation Law, or MGCL, contains a provision which regulates business combinations with interested shareholders. This provision applies to REITs formed under Maryland law like us. Under the MGCL, business combinations such as mergers, consolidations, share exchanges, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities between a REIT formed under Maryland law and an interested shareholder or an affiliate of an interested shareholder are prohibited for five

5

years after the most recent date on which the interested shareholder becomes an interested shareholder. Under the MGCL the following persons are deemed to be interested shareholders:

•any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the trust’s outstanding voting shares; or

•an affiliate or associate of the trust who, at any time within the two year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting shares of the trust.

After the five year prohibition period has ended, a business combination between a trust and an interested shareholder generally must be recommended by the board of trustees of the trust and must receive the following shareholder approvals:

•the affirmative vote of at least 80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and

•the affirmative vote of at least two-thirds of the votes entitled to be cast by holders of voting shares other than shares held by the interested shareholder with whom or with whose affiliate or associate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

The shareholder approvals discussed above are not required if the trust’s shareholders receive the minimum price set forth in the MGCL for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares.

The foregoing provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by our Board of Trustees prior to the time that the interested shareholder becomes an interested shareholder. A person is not an interested shareholder under the statute if the board of trustees approves in advance the transaction by which that shareholder otherwise would have become an interested shareholder. The board of trustees may provide that its approval is subject to compliance with any terms and conditions determined by the board of trustees. Our Board of Trustees has adopted a resolution that any business combination between us and any other person is exempted from the provisions of the MGCL described in the preceding paragraphs, provided that the business combination is first approved by our Board of Trustees, including the approval of a majority of the members of our Board of Trustees who are not affiliates or associates of the interested shareholder. This resolution, however, may be altered or repealed in whole or in part at any time.

Control Share Acquisitions

The MGCL contains a provision which regulates control share acquisitions. This provision applies to REITs formed under Maryland law like us. The MGCL provides that control shares of a REIT formed under Maryland law acquired in a control share acquisition have no voting rights except to the extent that the acquisition is approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror, by officers or by trustees who are employees of the trust. Control shares are voting shares, which, if aggregated with all other shares previously acquired by the acquiror, or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing trustees within one of the following ranges of voting power:

•one-tenth or more but less than one-third;

•one-third or more but less than a majority; or

•a majority or more of all voting power.

An acquiror must obtain the necessary shareholder approval each time it acquires control shares in an amount sufficient to cross one of the thresholds noted above.

6

Control shares do not include shares which the acquiring person is entitled to vote as a result of having previously obtained shareholder approval or shares acquired directly from the company. The MGCL provides for certain exceptions from the definition of control share acquisition.

A person who has made or proposes to make a control share acquisition, upon satisfaction of the conditions set forth in the statute, including an undertaking to pay the expenses of the meeting, may compel the board of trustees of the trust to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the trust may itself present the matter at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the MGCL, then the trust may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the trust to redeem control shares is subject to conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of shareholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a shareholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute of the MGCL does not apply to the following:

•shares acquired in a merger, consolidation or share exchange if the trust is a party to the transaction; or

•acquisitions approved or exempted by a provision in the declaration of trust or bylaws of the trust adopted before the acquisition of shares.

Our bylaws contain a provision exempting any and all acquisitions by any person of our common shares from the control share acquisition statute. This provision may be amended or eliminated at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland REIT with a class of equity securities registered under the Exchange Act and at least three independent trustees to elect to be subject, by provision in its declaration of trust or bylaws or a resolution of its board of trustees and notwithstanding any contrary provision in the declaration of trust or bylaws, to any or all of five provisions:

•a classified board;

•a two-thirds vote requirement for removing a trustee;

•a requirement that the number of trustees be fixed only by vote of the trustees;

•a requirement that a vacancy on the board be filled only by the remaining trustees in office and for the replacement trustee to serve for the remainder of the full term of the class of trustees in which the vacancy occurred; and

•a majority requirement for the calling of a shareholder requested special meeting of shareholders.

Through provisions in our declaration of trust unrelated to Subtitle 8, we previously divided our Board of Trustees into three classes, with shareholders electing the Trustees of each class for three year terms and only one class of Trustees being elected each year. Pursuant to an amendment to our declaration of trust approved at our 2020 annual meeting of shareholders, effective at our 2021 annual meeting of shareholders, Trustees of the class of Trustees whose term expires at that meeting or that expires at a subsequent meeting of shareholders are elected annually, with all trustees being elected annually as of our 2023 annual meeting of shareholders. Through other

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provisions in our declaration of trust and bylaws unrelated to Subtitle 8, we (1)  require the affirmative vote of the holders of not less than 75% of all of the votes entitled to be cast in the election of such Trustee for the removal of any Trustee from our Board of Trustees, which removal will be allowed only for cause, subject to conditions, (2) vest in our Board of Trustees the exclusive power to fix the number of our Trustees, (3) require that only our Board of Trustees may fill vacancies on our Board of Trustees, and (4) vest in our Board of Trustees the exclusive power to call meetings of our shareholders. Under our bylaws, we have also elected to be subject to the provisions of Subtitle 8 that (1) require that a vacancy on our Board of Trustees be filled only by the remaining Trustees in office and for the remainder of the full term of the class of Trustees in which the vacancy occurred and (2) vest in our Board of Trustees the exclusive power to fix the number of our Trustees.

Anti‑Takeover Effect of Maryland Law and of Our Declaration of Trust and Bylaws

The following provisions in our declaration of trust and bylaws and in Maryland law could delay or prevent a change in our control:

•the prohibition in our declaration of trust of any shareholder other than excepted holders, including RMR LLC and its affiliates from owning more than 9.8% in value or in number, whichever is more restrictive, of any class or series of our outstanding shares, including our common shares;

•the current different terms of our Trustees, with a majority of our existing Trustees having terms expiring in 2022 and the remainder having terms expiring in 2023, which could delay a change of control of us (although beginning at our 2023 annual meeting of shareholders and thereafter, all of our Trustees will stand for election for one year terms);

•shareholder voting rights and standards for the election of Trustees and other matters which generally require larger majorities for approval of actions which are not approved by our Trustees than for actions which are approved by our Trustees;

•the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on our Board of Trustees;

•the fact that only our Board of Trustees, or if there are no Trustees, our officers, may call shareholder meetings and that shareholders are not entitled to act without a meeting;

•required qualifications for an individual to serve as a Trustee and a requirement that certain of our Trustees be Managing Trustees and other Trustees be Independent Trustees;

•limitations on the ability of, and various requirements that must be satisfied in order for, our shareholders to propose nominees for election to our Board of Trustees and propose other business to be considered at a meeting of our shareholders;

•the requirement that an individual Trustee may be removed by our shareholders, with cause, by the affirmative vote of holders of not less than 75% of our common shares entitled to vote in the election of such Trustee or, with or without cause, by the affirmative vote of not less than 75% of the remaining Trustees;

•the authority of our Board of Trustees to adopt certain amendments to our declaration of trust without shareholder approval, including the authority to increase or decrease the number of authorized shares, to create new classes or series of shares (including a class or series of shares that could delay or prevent a transaction or a change in our control that might involve a premium for our shares or otherwise be in the best interests of our shareholders), to increase or decrease the number of shares of any class or series, and to classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of our shares or any new class or series of shares created by our Board of Trustees;

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•the requirement that amendments to our declaration of trust may be made only if approved by 60% of our Trustees, including 60% of our Independent Trustees (as defined in our declaration of trust);

•the business combination provisions of the MGCL, if the applicable resolution of our Board of Trustees is rescinded or if our Board’s approval of a combination is not obtained; and

•the control share acquisition provisions of the MGCL, if the provision in our bylaws exempting acquisitions of our shares from such provisions is amended or eliminated.

In addition, the agreement governing our revolving credit facility also contains change in control provisions, as further described in that agreement, and our business and property management agreements with RMR LLC contain provisions that allow for termination for convenience and termination for a performance reason but require the payment of a termination fee, as further described in those agreements.

For all of these reasons, among others, our shareholders may be unable to realize a change of control premium for any of our shares they own or otherwise effect a change of our policies.

Transfer Agent and Registrar

The transfer agent and registrar for our common shares is Equiniti Trust Company.

Listing

Our common shares are listed on Nasdaq under the symbol “OPI.”

DESCRIPTION OF DEBT SECURITIES

The following description of the Notes is a summary only. This summary is not complete and is qualified in its entirety by reference to the Indenture, dated as of July 20, 2017, between the Company and the Trustee, or the Base Indenture, as supplemented by the Second Supplemental Indenture, dated as of June 23, 2020, or the Supplemental Indenture, and the Base Indenture as supplemented by the Supplemental Indenture, the Indenture. The Base Indenture and Supplemental Indenture are filed as exhibits to this Annual Report on Form 10-K. We have provided a Glossary at the end of section to define certain capitalized words used in discussing the terms of the Notes.

General

The Indenture does not limit the amount of debt securities that we may issue thereunder. We may issue debt securities of a different series or we may reopen each series of notes and, from time to time, issue additional Notes, in each case without the consent of holders of the Notes. Any additional Notes would have the same terms as the outstanding Notes (except for the issue date, the public offering price and, if applicable, the first interest payment date and related interest accrual date) and would rank equally with the then outstanding Notes; provided that if such additional Notes are not fungible with the outstanding Notes for U.S. federal income tax purposes, or to the extent required by applicable securities laws or regulations or procedures of The Depository Trust Company, New York, New York, or DTC, such additional Notes would have a different CUSIP number. Unless the context otherwise requires, references herein to “Notes” are deemed to include any additional notes actually issued. The Indenture and the Notes are governed by and construed in accordance with the laws of the State of New York.

We issued an aggregate principal amount of $150.0 million of the Notes on June 23, 2020 and we issued an additional aggregate principal amount of $12.0 million of the Notes upon the underwriters’ exercise of their option to purchase additional Notes on July 1, 2020. The maturity date of the Notes is June 23, 2050 (unless previously redeemed) and the Notes bear interest at a rate of 6.375% per annum. The Notes were issued in denominations of $25.00 and integral multiples of $25.00 in excess thereof.

Interest. Interest is payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing September 1, 2020, to the persons in whose names the Notes are registered at the close of

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business on the February 15, May 15, August 15 or November 15, as the case may be, immediately before the relevant interest payment date. Accrued and unpaid interest is also payable on the date of maturity or earlier redemption of the Notes. Interest on the Notes will be computed on the basis of a 360 day year of twelve 30 day months. If any interest payment date, maturity date or redemption date falls on a day that is not a Business Day, the payment will be made on the next Business Day and no interest will accrue for the period from and after such interest payment date, maturity date or redemption date.

Optional Redemption of the Notes. We may redeem the Notes, in whole or in part, at any time and from time to time on or after June 23, 2025 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date.

We are required to give notice of such a redemption not less than 15 days nor more than 60 days prior to the redemption date to each holder’s address appearing in the securities register maintained by the Trustee. In the event we elect to redeem less than all of the Notes, the particular Notes to be redeemed will be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. See “—Book-Entry System and Form of Notes” below.

Ranking

The Notes are our senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time. The Notes are not guaranteed by our Subsidiaries. The Notes are effectively subordinated to our mortgages and other secured indebtedness, and to all liabilities of our Subsidiaries. Accordingly, such prior indebtedness will have to be satisfied in full before holders of the Notes will be able to realize any value from our encumbered or indirectly held properties.

Certain Covenants

We will not, and will not permit any Subsidiary to, incur any additional Debt if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom, the aggregate principal amount of all of our and our Subsidiaries' outstanding Debt on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication):

(1)Total Assets as of the end of the fiscal quarter covered by our Annual Report on Form 10-K or our Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted or required under the Exchange Act, with the Trustee) (such quarter, the Latest Completed Fiscal Quarter) prior to the incurrence of such additional Debt; and

(2)the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by us or any Subsidiary since the end of such Latest Completed Fiscal Quarter, including those proceeds obtained in connection with the incurrence of such additional Debt;

(the sum of (1) and (2) above is referred to as our Adjusted Total Assets).

We will not, and will not permit any Subsidiary to, incur any additional Secured Debt if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom, the aggregate principal amount of all our and our Subsidiaries' outstanding Secured Debt on a consolidated basis determined in accordance with GAAP is greater than 40% of Adjusted Total Assets.

We will not, and will not permit any Subsidiary to, incur any additional Debt if, immediately after giving effect to the incurrence of such additional Debt and on a pro forma basis, including the application of the proceeds therefrom, the ratio of Consolidated Income Available for Debt Service to Annual Debt Service for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, and calculated on the assumptions that:

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(1)   such Debt and any other Debt incurred by us and our Subsidiaries on a consolidated basis since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period;

(2)   the repayment, retirement or other discharge of any other Debt by us and our Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period);

(3)   in the case of Acquired Debt or Debt incurred in connection with or in contemplation of any acquisition, including any Person becoming a Subsidiary, since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and

(4)   in the case of any acquisition or disposition by us and our Subsidiaries on a consolidated basis of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.

If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating interest rate, then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period

Maintenance of Total Unencumbered Assets.  We and our Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of our and our Subsidiaries’ Unsecured Debt on a consolidated basis in accordance with GAAP.

Merger, Consolidation or Sale of Assets

Under the Indenture, we are generally not permitted to consolidate or merge with another company, other than a direct or indirect wholly owned subsidiary of us. We are also not permitted to sell substantially all of our assets. However, we may take any of these actions if the following conditions are met:

•if we merge out of existence or sell substantially all our assets, the surviving company must be an entity organized and validly existing under the laws of the United States, any state or the District of Columbia and must agree to be legally responsible for our obligations under the applicable Indenture and the applicable series of Notes, or if we are the surviving entity;

•immediately after the merger, sale of assets or other transaction, we may not be in default under the applicable Indenture. A default for this purpose would include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded; and

•we have delivered to the Trustee an officer's certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable Indenture provisions described in this paragraph and that all conditions precedent provided for in the applicable Indenture relating to such transaction have been complied with.

Events of Default, Notice and Waiver

The Indenture provides that the term “event of default” for the Notes means any of the following:

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•we do not pay the principal of or any premium on the applicable series of Notes when due and payable;

•we do not pay interest on the applicable series of Notes within 30 days after the applicable due date;

•we remain in breach of any other term of the applicable Indenture (other than a term added to such Indenture solely for the benefit of series of debt securities other than the applicable series of Notes) for 60 days after we receive a notice of default stating we are in breach. Either the Trustee or holders more than 25% in principal amount of the applicable series of Notes may send the notice;

•we default under any of our other indebtedness in an aggregate principal amount exceeding $25 million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such indebtedness; provided, however, that if we have no other senior unsecured indebtedness the maturity of which would be accelerated by a default under any of our indebtedness in an aggregate principal amount of $25 million or less, the reference to $25 million in this bullet point shall be replaced by the lesser of the indebtedness cross-default amount contained in our then existing senior unsecured credit facility or such other senior unsecured indebtedness, as long as such amount is greater than $25 million, but not to exceed $50 million. Such default is not an event of default if the other indebtedness is discharged, or the acceleration is rescinded or annulled, within a period of 10 days after we receive notice specifying the default and requiring that we discharge the other indebtedness or cause the acceleration to be rescinded or annulled. Either the Trustee or the holders of more than 25% in principal amount of the applicable series of Notes may send the notice; or

•we or one of our Significant Subsidiaries, if any, experiences specified events of bankruptcy, insolvency or reorganization.

If an event of default has occurred and has not been cured, the Trustee or the holders of not less than a majority in principal amount of the outstanding Notes of the affected series may declare the entire principal amount of all Notes of that series to be due and payable immediately. If an event of default occurs because of certain events in bankruptcy, insolvency or reorganization, the principal amount of all Notes of that series will be automatically accelerated and become immediately due and payable, without any action by the Trustee or any holder. At any time after the Trustee or the holders have accelerated either series of Notes, but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding Notes of the affected series may, under certain circumstances, rescind and annul such acceleration.

Except in cases of default where the Trustee has some special duties, the Trustee is not required to take any action under the applicable Indenture at the request of any holders unless the holders offer the Trustee reasonable protection from expenses and liability. We refer to this as an “indemnity.” If reasonable indemnity is provided, the holders of not less than a majority in principal amount of the outstanding Notes of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the Trustee. These majority holders may also direct the Trustee in performing any other action under the applicable Indenture, subject to certain limitations.

Before holders bypass the Trustee and bring their own lawsuit or other formal legal action or take other steps to enforce their rights or protect their interests relating to the applicable Indenture or series of Notes, the following must occur:

•the holder must give the Trustee written notice that an event of default has occurred and is continuing;

•the holders of not less than a majority in principal amount of all outstanding Notes of the relevant series must make a written request that the Trustee take action because of the default and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action; and

•the Trustee must have not taken action for 60 days after receipt of the notice and offer of indemnity and must have not received from the holders of a majority in principal amount of all outstanding Notes of the affected series other conflicting directions within such 60 day period.

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However, holders are entitled at any time to bring a lawsuit for the payment of money due on their Notes after their due date.

Every year we will furnish to the Trustee a written statement by certain of our officers certifying that, to their best knowledge, we are in compliance with each Indenture and series of Notes, or else specifying any default.

Modification of the Indenture

There are three types of changes we can make to the Indenture and the Notes:

Changes Requiring Approval of Holders of the Notes. First, we cannot make certain changes to an Indenture and a series of Notes without the approval of each holder of Notes affected by the change. The following is a list of those types of changes:

•change the stated maturity of the principal of, or interest on, the Notes;

•reduce the principal amount of, or the rate of interest on, the Notes;

•reduce the amount of any premium due upon redemption;

•reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity;

•change the currency or place of payment on the Notes;

•impair a holder’s right to sue for payment on or after the stated maturity of the Notes;

•reduce the percentage of holders of Notes whose consent is needed to modify or amend an Indenture;

•reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of an Indenture or certain defaults and their consequences;

•waive past defaults in the payment of principal of or premium, if any, or interest on the Notes or in respect of any covenant or provision that cannot be modified or amended without the approval of each holder of the Notes; or

•modify any of the foregoing provisions.

Changes Requiring a Majority Vote. Second, certain changes require a favorable vote by holders of not less than a majority in principal amount of the outstanding Notes of the affected series. Most changes fall into this category, except for clarifying changes and certain other changes that would not materially adversely affect the holders of such Notes. We require the same majority vote to obtain a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of an Indenture or Notes listed in the first category described above under “—Changes Requiring Approval of Holders of the Notes” without the consent of each holder of the Notes affected by the waiver.

Changes Not Requiring Approval. Third, certain changes do not require any approval of or vote by holders of the Notes. These include:

•to evidence the assumption by a successor obligor of our obligations;

•to add to our covenants for the benefit of holders of the Notes or to surrender any right or power conferred upon us;

•to add any additional events of default for the benefit of holders of all or any of the Notes;

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•to add to or change any provisions necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form;

•to add to, change or eliminate any of the provisions of an Indenture, provided that such addition, change or elimination neither applies to any Notes entitled to the benefit of such provision nor modifies the rights of the holder of any such Notes with respect to such provision or such addition, change or elimination only becomes effective when there are no such Notes outstanding;

•to add guarantees of or to secure the Notes;

•to establish the form or terms of the Notes;

•to evidence and provide for the acceptance of appointment of a successor trustee;

•to cure any ambiguity, to correct or supplement any provision in contained in an Indenture which may be defective or inconsistent with any other provision contained therein or to conform the terms thereof, as amended and supplemented, that are applicable to the Notes to the description of the terms of the Notes in the offering memorandum, prospectus supplement or other offering document applicable to the Notes at the time of the initial sale thereof;

•to change anything that does not adversely affect the interests of the holders of the Notes in any material respect;

•to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance (whether legal or covenant defeasance) or satisfaction and discharge of any series of the Notes provided that any such action shall not adversely affect the interests of the holders of the Notes in any material respect;

•to prohibit the authentication and delivery of additional series of debt securities;

•to add to or change or eliminate any provision of the Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or

•to comply with the rules of any applicable Depositary.

Further Details Concerning Voting. Notes are not considered outstanding, and therefore the holders thereof are not eligible to vote or consent or give their approval or take other action under the applicable Indenture, if we have deposited or set aside in trust for the holders money for their payment or redemption or if we or one of our affiliates own them. Notes are also not considered to be outstanding and therefore eligible to vote or consent or give their approval or take other action under the applicable Indenture if they have been fully defeased or discharged, as described below under “—Discharge, Defeasance and Covenant Defeasance—Discharge” or “—Full Defeasance.”

Discharge, Defeasance and Covenant Defeasance

Discharge. We may discharge our obligations to holders of either series of Notes that have become due and payable or will become due and payable at their stated maturity within one year, or are to be called for redemption within one year, by depositing or causing to be deposited with the Trustee, in trust, funds in the applicable currency in an amount sufficient to pay such Notes, including any premium and interest to the date of deposit (in the case of Notes which have become due and payable) or to such stated maturity or redemption date, as applicable.

Full Defeasance. We can, under particular circumstances, effect a full defeasance of either series of Notes. By this we mean we can legally release ourselves from any payment or other obligations on the debt securities if, among other things, we put in place the arrangements described below to pay such Notes and deliver certain certificates and opinions to the Trustee.

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•we must irrevocably deposit or cause to be deposited, in trust, for the benefit of all direct holders of such Notes money or government obligations (or, in some circumstances, depository receipts representing such government obligations), or a combination thereof, that will provide funds in an amount sufficient to pay such Notes, including any premium and interest on such Notes at their stated maturity or applicable redemption date (a “government obligation” for these purposes means securities that are not callable or redeemable at the option of the issuer thereof and are (1) direct obligations of the government that issued the currency in which such series is denominated (or, if such series is denominated in euros, the direct obligations of any government that is a member of the European Monetary Union) for the payment of which its full faith and credit is pledged or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government); and

•we must deliver to the Trustee a legal opinion stating that the current U.S. federal income tax law has changed or an IRS ruling has been issued, in each case to the effect that holders of such Notes will not recognize gain or loss for federal income tax purposes as a result of such full defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such full defeasance had not occurred.

Notwithstanding the foregoing, the following rights and obligations will survive full defeasance:

•the holders’ right to receive payments from the trust when payments are due;

•our obligations relating to registration and transfer of such Notes and lost or mutilated certificates; and

•our obligations to maintain a payment office and to hold moneys for payment in trust.

Covenant Defeasance. Under current U.S. federal income tax law, we can make the same type of deposit described above with respect to either series of Notes and be released from the obligations imposed by most of the covenants with respect to such series of Notes and the provisions of the applicable Indenture, and we may omit to comply with those covenants and provisions without creating an event of default. This is called “covenant defeasance.”

If we accomplish covenant defeasance, the following provisions of an Indenture and such Notes would no longer apply:

•most of the covenants applicable to such series of Notes and any events of default for failure to comply with those covenants; and

•any subordination provisions.

Sinking Fund

The Notes are not entitled to any sinking fund payments.

The Registrar and Paying Agent

We designated U.S. Bank National Association as the registrar and paying agent for the Notes. Payments of interest and principal are made, and    the Notes are transferable, at the office of the paying agent, or at such other place or places as may be designated pursuant to the Indenture. For Notes which we issue in book-entry form evidenced by a global note, payments will be made to a nominee of the depository.

Book-Entry System and Form of Notes

The Notes were initially issued in the form of one or more fully registered global notes without coupons that were deposited with or on behalf of DTC and registered in the name of its nominee, Cede & Co. This means that

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we will not issue certificates to each holder of Notes. Each global note will be issued to DTC, which will keep a computerized record of its participants (for example, a broker) whose clients have purchased the Notes. The participants keep a record of their clients who purchased the Notes. Unless it is exchanged in whole or in part for a certificated note, each global note may not be transferred, except that DTC, its nominees, and their successors may transfer a global note in whole to one another. Beneficial interests in a global note will be shown on, and transfers of a global note will be made only through, records maintained by DTC and its participants.

If applicable, investors may elect to hold their interest in the global notes through either DTC, Clearstream Banking, société anonyme, or Clearstream, or Euroclear Bank S.A./N.V., or Euroclear, if they are participants in these systems, or indirectly through organizations which are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants though customers’ securities accounts in Clearstream and Euroclear’s names on the books of their respective depositaries, which in turn will hold interests in customers’ securities accounts in the depositaries’ names on the books of DTC.

The laws of some states may require that certain purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or the nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the registered global security for all purposes under the applicable Indenture. Except as set forth below, owners of beneficial interests in a registered global security:

•will not be entitled to have the applicable Notes represented by a registered global security registered in their names;

•will not receive or be entitled to receive physical delivery of the applicable Notes in the definitive form; and

•will not be considered the owners or holders of the applicable Notes under the applicable Indenture.

Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the applicable Indenture.

We understand that under currently existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under an Indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and those participants would authorize beneficial owners owning through those participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

We will make payments of principal of and premium, if any, and interest, if any, on Notes represented by a registered global security registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security. Neither we nor any trustee or any other agent of us or a trustee will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to owners of beneficial

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interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name.” We also expect that any of these payments will be the responsibility of the participants.

No registered global security may be exchanged in whole or in part Notes registered, and no transfer of a registered global security in whole or in part may be registered, in the name of any person other than the depositary for such registered global security, unless (i) such depositary notifies us that it is unwilling or unable to continue as depositary for such registered global security or has ceased to be a clearing agency registered under the Exchange Act, and we fail to appoint an eligible successor depositary within 90 days, or (ii) an event of default shall have occurred and be continuing with respect to such Notes. In any such case, the affected registered global security may be exchanged in whole or in part for applicable Notes in definitive form and the applicable trustee will register any such Notes in such name or names as such depositary directs.

DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants, or direct participants, deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its direct participants are on file with the SEC. The information in this paragraph concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Neither we nor the Trustee assumes any responsibility for the performance by DTC or any other depositary or its participants of their respective obligations, including obligations that they have under the rules and procedures that govern their operations.

The Trustee for the Notes

U.S. Bank National Association is the trustee under the Indenture. We have commercial deposits and custodial arrangements with U.S. Bank National Association. and its affiliates. We may enter into similar or other banking relationships with U.S. Bank National Association in the future in the normal course of business. In addition, U.S. Bank National Association acts as trustee and as paying agent with respect to other debt securities issued by us, and may do so for future issuances of debt securities by us as well.

Listing

The Notes are listed on Nasdaq under the symbol “OPINL.”

Glossary

The following terms relate only to, and should be read in conjunction with the description of, the Notes.

“Acquired Debt” means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt is

17

deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

“Adjusted Total Assets” is defined above under “—Certain Covenants—Limitations on Incurrence of Debt.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

“Annual Debt Service” as of any date means the maximum amount which is expensed in any 12-month period for interest on Debt of the Company and its Subsidiaries excluding amortization of debt discounts and deferred financing costs.

“Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York or in the city in which the corporate trust office of the Trustee is located are required or authorized to close.

“Capital Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participation or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options to purchase any thereof.

“Cash Equivalents” means demand deposits, certificates of deposit or repurchase agreements with banks or other financial institutions, marketable obligations issued or directly and fully guaranteed as to timely payment by the United States of America or any of its agencies or instrumentalities, or any commercial paper or other obligation rated, at time of purchase, “P-2” (or its equivalent) or better by Moody’s Investors Service, Inc. (or any successor thereof) or “A-2” (or its equivalent) or better by Standard & Poor's Ratings Services, a Standard & Poor’s Financial Services LLC business (or any successor thereof).

“Consolidated Income Available for Debt Service” for any period means Earnings from Operations of the Company and its Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (1) interest on Debt of the Company and its Subsidiaries, (2) provision for taxes of the Company and its Subsidiaries based on income, (3) amortization of debt premium/discount and deferred debt issuance costs, (4) provisions for gains and losses on properties and property depreciation and amortization, (5) the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, and (6) amortization of deferred charges.

“Debt” of the Company or any Subsidiary means, without duplication, any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of:

(1)    borrowed money or evidenced by bonds, notes, debentures or similar instruments;

(2)    borrowed money secured by any Encumbrance existing on property owned by the Company or any Subsidiary, to the extent of the lesser of (x) the amount of indebtedness so secured and (y) the fair market value of the property subject to such Encumbrance;

(3)    the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued (other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness of the Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable, or all conditional sale obligations or obligations under any title retention agreement;

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(4)    the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or other repurchase of any Disqualified Stock; or

(5)    any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated balance sheet as a capitalized lease in accordance with GAAP;

to the extent, in the case of items of indebtedness under (1) through (5) above, that any such items (other than letters of credit) would be properly classified as a liability on the Company’s consolidated balance sheet in accordance with GAAP.

Debt also (1) excludes any indebtedness (A) with respect to which a defeasance or covenant defeasance or discharge has been effected (or an irrevocable deposit is made with a trustee in an amount at least equal to the outstanding principal amount of such indebtedness, the remaining scheduled payments of interest thereon to, but not including, the applicable maturity date or redemption date, and any premium or otherwise as provided in the terms of such indebtedness) in accordance with the terms thereof or which has been repurchased, retired, repaid, redeemed, irrevocably called for redemption (and an irrevocable deposit is made with a trustee in an amount at least equal to the outstanding principal amount of such indebtedness, the remaining scheduled payments of interest thereon to, but not including, such redemption date, and any premium) or otherwise satisfied or (B) that is secured by cash or Cash Equivalents irrevocably deposited with a trustee in an amount, in the case of this clause (B), at least equal to the outstanding principal amount of such indebtedness and the remaining scheduled payments of interest thereon and (2) includes, to the extent not otherwise included, any obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than the Company or any Subsidiary) (it being understood that Debt shall be deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt), (2) is convertible into or exchangeable or exercisable for Debt (other than Subordinated Debt or Disqualified Stock) or (3) is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt); in each case on or prior to the stated maturity of the principal of the Notes.

“Earnings from Operations” for any period means (1) net earnings, excluding (A) gains and losses on sales of investments, (B) extraordinary items, (C) gains and losses on early extinguishment of debt, (D) property valuation losses and (E) equity in the earnings and losses of Equity Method Investments, plus (2) to the extent not included in net earnings, cash distributions received by the Company or its Subsidiaries from Equity Method Investments, in each case as reflected in the financial statements of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Encumbrance” means any mortgage, lien, charge, pledge or security interest or other encumbrance.

“Equity Method Investments” means equity securities that at the time of determination: (1) are part of a class of equity securities that is traded on a national or regional securities exchange or a recognized over-the-counter market; (2) issued by an entity (a) to which the Company’s manager at such time or an Affiliate of the Company’s manager at such time provides management services, (b) that operates in a manner intended to qualify such entity for taxation as a “real estate investment trust” under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended, and (c) that is not a consolidated Subsidiary of the Company; and (3) are or in any prior period were accounted for in the consolidated financial statements of the Company using the equity method of accounting.

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“Fair Value” means, for an Equity Method Investment, the lower of (1) the original cost of such investment, or (2) last reported sale price on the exchange or market on which the class of equity securities of which the investment is a part is primarily traded at the time of valuation.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which were in effect on the date of initial issuance of securities pursuant to the Indenture (i.e., July 20, 2017).

“Joint Venture Interests” means assets of the Company and its Subsidiaries constituting an equity investment in real estate assets or other properties, or in an entity holding real estate assets or other properties, jointly owned by the Company and its Subsidiaries, on the one hand, and one or more other Persons not constituting the Company’s Affiliates, on the other, excluding any entity or properties (1) which is a Subsidiary or are properties if the co-ownership thereof (if in a separate entity) would constitute or would have constituted a Subsidiary, or (2) to which, at the time of determination, the Company’s manager at such time or an Affiliate of the Company’s manager at such time provides management services. In no event shall Joint Venture Interests include equity securities that are part of a class of equity securities that are traded on a national or regional securities exchange or a recognized over-the-counter market or any investments in debt securities, mortgages or other Debt or Equity Method Investments.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Secured Debt” means Debt secured by an Encumbrance on the property of the Company or its Subsidiaries.

“Significant Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning of Regulation S-X promulgated by the SEC under the Securities Act of 1933, as amended) of the Company.

“Subordinated Debt” means Debt which by the terms of such Debt is subordinated in right of payment to the principal of and interest and premium, if any, on the Notes.

“Subsidiary” means any corporation or other Person of which a majority of (1) the voting power of the voting equity securities or (2) the outstanding equity interests of which are owned, directly or indirectly, by the Company or one or more other Subsidiaries of the Company, and which is required to be consolidated in accordance with GAAP. For the purposes of this definition, "voting equity securities" means equity securities having voting power for the election of directors or persons serving comparable functions as directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

“Total Assets” as of any date means the sum of (1) the Undepreciated Real Estate Assets, (2) the Fair Value of all Equity Method Investments of the Company and its Subsidiaries, and (3) all other assets of the Company and its Subsidiaries on such date determined in accordance with GAAP (but excluding accounts receivable and intangibles); provided that the portion of Total Assets attributable to Equity Method Investments of the Company and its Subsidiaries may not exceed 35%.

“Total Unencumbered Assets” as of any date, means the sum of (1) those Undepreciated Real Estate Assets not securing any portion of Secured Debt, (2) the Fair Value of all Equity Method Investments of the Company and its Subsidiaries not securing any portion of Secured Debt and (3) all other assets of the Company and its Subsidiaries not securing any portion of Secured Debt on such date determined in accordance with GAAP (but excluding accounts receivable and intangibles); provided that, in determining Total Unencumbered Assets as a percentage of the aggregate outstanding principal amount of Unsecured Debt of the Company and its Subsidiaries on a consolidated basis for purposes of the covenant set forth above under “—Certain Covenants—Maintenance of Total Unencumbered Assets,” Joint Venture Interests shall be excluded from Total Unencumbered Assets to the extent

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such Joint Venture Interests would otherwise be included therein; and provided further that the portion of Total Unencumbered Assets attributable to Equity Method Investments of the Company and its Subsidiaries may not exceed 35%.

“Undepreciated Real Estate Assets” as of any date means the cost (original cost plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

“Unsecured Debt” means any Debt of the Company or its Subsidiaries which is not Secured Debt.

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EX-8.1

Exhibit 8.1

February 16, 2022

Office Properties Income Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

Ladies and Gentlemen:

The following opinion is furnished to Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) under the Securities Exchange Act of 1934, as amended.

We have acted as counsel for the Company in connection with the preparation of the Form 10-K. We have reviewed originals or copies of such corporate records, such certificates and statements of officers of the Company and of public officials, and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the Company’s amended and restated declaration of trust, as amended, and its amended and restated bylaws, as amended; and (ii) the Form 10-K. For purposes of the opinion set forth below, we have assumed that any documents (other than documents which have been executed, delivered, adopted, or filed, as applicable, by the Company prior to the date hereof) that have been provided to us in draft form will be executed, delivered, adopted, and filed, as applicable, without material modification.

The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the Treasury regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “Tax Laws”), and upon the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “ERISA Laws”). No assurance can be given that Tax Laws or ERISA Laws will not change. In the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts”, certain assumptions have been made therein and certain conditions and qualifications have been expressed therein, all of which assumptions, conditions, and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy, and completeness of: (i) the information set forth in the Form 10-K and in the exhibits thereto; and (ii) representations made to us by officers of the Company or contained in the Form 10-K and in the exhibits thereto, in each such instance without regard to qualifications such as “to the best knowledge of” or “in the belief of”. We have not independently verified such information.

We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Form 10-K or in the exhibits thereto have been or are consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon.

Office Properties Income Trust

February 16, 2022

Page 2

Based upon and subject to the foregoing: (i) we are of the opinion that the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts” in all material respects are, subject to the limitations set forth therein, the material Tax Laws considerations and the material ERISA Laws considerations relevant to holders of the securities of the Company discussed therein (the “Securities”); and (ii) we hereby confirm that the opinions of counsel referred to in said sections represent our opinions on the subject matters thereof.

Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented, or assumed herein or any subsequent changes in Tax Laws or ERISA Laws.

This opinion is rendered to you in connection with the filing of the Form 10-K. Purchasers and holders of the Securities are urged to consult their own tax advisors or counsel, particularly with respect to their particular tax consequences of acquiring, holding, and disposing of the Securities, which may vary for investors in different tax situations. We hereby consent to the filing of a copy of this opinion as an exhibit to the Form 10-K, which is incorporated by reference in the Company’s Registration Statement on Form S-3, File No. 333-232515, as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and to the references to our firm in the Form 10-K and the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Sullivan & Worcester LLP

SULLIVAN & WORCESTER LLP

EX-21.1

Exhibit 21.1

OFFICE PROPERTIES INCOME TRUST

SUBSIDIARIES OF THE REGISTRANT

Name	State of Formation,Organization or Incorporation
1K Fulton LLC	Maryland
3300 75th Avenue LLC	Delaware
First Potomac DC Holdings, LLC	Delaware
FP 1211 Connecticut Avenue, LLC	Delaware
FP 1401 K, LLC	Delaware
FP 440 1st Street, LLC	Delaware
FP 840 First Street, LLC	Delaware
FP Atlantic Corporate Park, LLC	Virginia
FP CPT 1750 H Street, LLC	Delaware
FP Redland Technology Center LP	Delaware
FP Sterling Park 8 & 9, LLC	Virginia
FP Sterling Park Land, LLC	Virginia
GOV Grand Oak Properties Trust	Maryland
GOV Intech LLC	Delaware
GOV Lakewood Properties Trust	Maryland
GOV NEW OPPTY LP	Delaware
GOV NEW OPPTY REIT	Maryland
Government Properties Income Trust LLC	Delaware
GPT Properties LLC	Delaware
GPT Properties Trust	Maryland
OPI Realty Trust (Nominee Trust)	Massachusetts
SC Merger Sub LLC	Maryland
SIR Campbell Place Inc.	Maryland
SIR Charlotte LLC	Delaware
SIR Duluth LLC	Delaware
SIR Ewing LLC	Delaware
SIR Holdings Corporation	Maryland
SIR Houston (Clay) LLC	Delaware
SIR Irving (Freeport) LLC	Delaware
SIR Johnston LLC	Delaware
SIR Omaha LLC	Delaware
SIR Operating Partnership LP	Delaware
SIR Philadelphia LLC	Delaware
SIR Properties REIT LLC	Maryland
SIR Properties Trust	Maryland
SIR Redwood City LP	Delaware
SIR REIT Houston LLC	Delaware
SIR San Jose LP	Delaware
SIR Santa Clara (Walsh) LP	Delaware
SIR Santa Clara LP	Delaware
SIR Seattle LLC	Delaware
SIR Westford LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement No. 333-232515 on Form S-3 and Registration Statement Nos. 333-191094, and 333-238709 each on Form S-8 of our reports dated February 16, 2022, relating to the financial statements of Office Properties Income Trust and the effectiveness of Office Properties Income Trust's internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 16, 2022

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-3 No. 333-232515) of Office Properties Income Trust

(2)Registration Statement (Form S-8 No. 333-191094) pertaining to the 2009 Incentive Share Award Plan of Office Properties Income Trust

(3)Registration Statement (Form S-8 No. 333-238709) pertaining to the amended and restated 2009 Incentive Share Award Plan of Office Properties Income Trust

of our report dated February 20, 2020, with respect to the consolidated financial statements and schedule of Office Properties Income Trust included in this Annual Report (Form 10-K) of Office Properties Income Trust for the year ended December 31, 2021.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 16, 2022

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Adam D. Portnoy, certify that:

1.I have reviewed this Annual Report on Form 10-K of Office Properties Income Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2022	/s/ Adam D. Portnoy
	Adam D. Portnoy Managing Trustee

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Jennifer B. Clark, certify that:

1.I have reviewed this Annual Report on Form 10-K of Office Properties Income Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2022	/s/ Jennifer B. Clark
	Jennifer B. Clark Managing Trustee

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Christopher J. Bilotto, certify that:

1.I have reviewed this Annual Report on Form 10-K of Office Properties Income Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2022	/s/ Christopher J. Bilotto
	Christopher J. Bilotto President and Chief Operating Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Matthew C. Brown, certify that:

1.I have reviewed this Annual Report on Form 10-K of Office Properties Income Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2022	/s/ Matthew C. Brown
	Matthew C. Brown Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

In connection with the filing by Office Properties Income Trust (the “Company”) of the Annual Report on Form 10-K for the period ended December 31, 2021 (the “Report”), each of the undersigned hereby certifies, to the best of his or her knowledge:

1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Adam D. Portnoy	/s/ Christopher J. Bilotto
Adam D. Portnoy Managing Trustee	Christopher J. Bilotto President and Chief Operating Officer
/s/ Jennifer B. Clark	/s/ Matthew C. Brown
Jennifer B. Clark Managing Trustee	Matthew C. Brown Chief Financial Officer and Treasurer

Date:    February 16, 2022

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Cover Page - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2021	Feb. 15, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-34364
Entity Registrant Name	OFFICE PROPERTIES INCOME TRUST
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	26-4273474
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	219-1440
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1.4
Entity Common Stock, Shares Outstanding		48,425,665
Documents Incorporated by Reference	Certain information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2021.
Entity Central Index Key	0001456772
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Shares
Document Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	OPI
Security Exchange Name	NASDAQ
6.375% Senior Notes Due 2050
Document Information [Line Items]
Title of 12(b) Security	6.375% Senior Notes due 2050
Trading Symbol	OPINL
Security Exchange Name	NASDAQ

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Audit Information	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019
Auditor [Line Items]
Auditor Name	Deloitte & Touche LLP	Ernst & Young LLP
Auditor Location	Boston, Massachusetts	Boston, Massachusetts
Auditor Firm ID	34	42

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Real estate properties:
Land	$ 874,108	$ 830,884
Buildings and improvements	3,036,978	2,691,259
Total real estate properties, gross	3,911,086	3,522,143
Accumulated depreciation	(495,912)	(451,914)
Total real estate properties, net	3,415,174	3,070,229
Assets of properties held for sale	26,598	75,177
Investments in unconsolidated joint ventures	34,838	37,951
Acquired real estate leases, net	505,629	548,943
Cash and cash equivalents	83,026	42,045
Restricted cash	1,489	14,810
Rents receivable	112,886	101,766
Deferred leasing costs, net	53,883	42,626
Other assets, net	8,160	12,889
Total assets	4,241,683	3,946,436
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility	0	0
Senior unsecured notes, net	2,479,772	2,033,242
Mortgage notes payable, net	98,178	169,729
Liabilities of properties held for sale	594	891
Accounts payable and other liabilities	142,609	116,480
Due to related persons	6,787	6,114
Assumed real estate lease obligations, net	17,034	10,588
Total liabilities	2,744,974	2,337,044
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,425,665 and 48,318,366 shares issued and outstanding, respectively	484	483
Additional paid in capital	2,617,169	2,615,305
Cumulative net income	175,715	183,895
Cumulative common distributions	(1,296,659)	(1,190,291)
Total shareholders’ equity	1,496,709	1,609,392
Total liabilities and shareholders’ equity	$ 4,241,683	$ 3,946,436

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common shares of beneficial interest, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares of beneficial interest, shares authorized (in shares)	200,000,000	200,000,000
Common shares of beneficial interest, shares issued (in shares)	48,425,665	48,318,366
Common shares of beneficial interest, shares outstanding (in shares)	48,425,665	48,318,366

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Rental income	$ 576,482	$ 587,919	$ 678,404
Expenses:
Real estate taxes	71,970	65,119	73,717
Utility expenses	25,251	25,384	34,302
Other operating expenses	105,825	105,465	120,943
Depreciation and amortization	241,494	251,566	289,885
Loss on Impairment of Real Estate	62,420	2,954	22,255
Acquisition and transaction related costs	0	232	682
General and administrative	26,858	28,443	32,728
Total expenses	533,818	479,163	574,512
Gain on sale of real estate	78,354	10,855	105,131
Dividend income	0	0	1,960
Loss on equity securities, net	0	0	(44,007)
Interest and other income	7	779	1,045
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $9,771, $9,593 and $10,740, respectively)	(112,385)	(108,303)	(134,880)
Loss on early extinguishment of debt	(14,068)	(3,839)	(769)
Income (loss) before income tax expense and equity in net losses of investees	(5,428)	8,248	32,372
Income tax expense	(251)	(377)	(778)
Equity in net losses of investees	(2,501)	(1,193)	(1,259)
Net income (loss)	(8,180)	6,678	30,335
Other comprehensive income (loss):
Unrealized gain (loss) on financial instrument	0	200	(200)
Equity in unrealized loss of investees	0	0	(106)
Other comprehensive income (loss)	0	200	(306)
Comprehensive income (loss)	$ (8,180)	$ 6,878	$ 30,029
Weighted average common shares outstanding, basic (in shares)	48,195	48,124	48,062
Weighted average common shares outstanding, diluted (in shares)	48,195	48,124	48,062
Per common share amounts (basic and diluted):
Net income (loss) per share, basic	$ (0.17)	$ 0.14	$ 0.63
Net income (loss) per share, diluted	$ (0.17)	$ 0.14	$ 0.63

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net amortization of debt premiums, discounts and issuance costs	$ 9,771	$ 9,593	$ 10,740

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Shares	Additional Paid In Capital	Cumulative Net Income	Cumulative Other Comprehensive Income (Loss)	Cumulative Common Distributions
Balance beginning (in shares) at Dec. 31, 2018		48,082,903
Balance beginning at Dec. 31, 2018	$ 1,778,968	$ 481	$ 2,609,801	$ 146,882	$ 106	$ (978,302)
Increase (Decrease) in Shareholders' Equity
Share grants (in shares)		136,100
Share grants	3,098	$ 1	3,097
Shares forfeitures or repurchases (in shares)		(17,062)
Share forfeitures and repurchases	(473)		(473)
Amounts reclassified from cumulative other comprehensive income to net income	(196)				(196)
Equity in unrealized gain of investees	90				90
Unrealized loss on financial instrument	(200)				(200)
Net income	30,335			30,335
Distributions to common shareholders	(105,868)					(105,868)
Balance ending (in shares) at Dec. 31, 2019		48,201,941
Balance ending at Dec. 31, 2019	1,705,754	$ 482	2,612,425	177,217	(200)	(1,084,170)
Increase (Decrease) in Shareholders' Equity
Share grants (in shares)		136,600
Share grants	3,324	$ 1	3,323
Shares forfeitures or repurchases (in shares)		(20,175)
Share forfeitures and repurchases	(443)		(443)
Amounts reclassified from cumulative other comprehensive income to net income	85				85
Unrealized loss on financial instrument	115				115
Net income	6,678			6,678
Distributions to common shareholders	(106,121)					(106,121)
Balance ending (in shares) at Dec. 31, 2020		48,318,366
Balance ending at Dec. 31, 2020	1,609,392	$ 483	2,615,305	183,895	0	(1,190,291)
Increase (Decrease) in Shareholders' Equity
Share grants (in shares)		145,800
Share grants	2,873	$ 1	2,872
Shares forfeitures or repurchases (in shares)		(38,501)
Share forfeitures and repurchases	(1,008)		(1,008)
Net income	(8,180)			(8,180)
Distributions to common shareholders	(106,368)					(106,368)
Balance ending (in shares) at Dec. 31, 2021		48,425,665
Balance ending at Dec. 31, 2021	$ 1,496,709	$ 484	$ 2,617,169	$ 175,715	$ 0	$ (1,296,659)

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CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (8,180)	$ 6,678	$ 30,335
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	92,266	83,828	89,400
Net amortization of debt premiums, discounts and issuance costs	9,771	9,593	10,740
Amortization of acquired real estate leases	144,826	167,192	197,978
Amortization of deferred leasing costs	7,878	6,887	5,973
Gain on sale of real estate	(78,354)	(10,855)	(105,131)
Loss on impairment of real estate	62,420	2,954	22,255
Loss on early extinguishment of debt	9,694	2,701	769
Straight line rental income	(15,368)	(16,079)	(27,507)
Other non-cash expenses, net	1,782	2,229	2,011
Loss on equity securities, net	0	0	44,007
Equity in net losses of investees	2,501	1,193	1,259
Change in assets and liabilities:
Rents receivable	2,663	(3,962)	12,586
Deferred leasing costs	(19,769)	(12,128)	(27,971)
Other assets	1,538	2,505	3,266
Accounts payable and other liabilities	7,151	(8,081)	(19,333)
Due to related persons	673	(1,027)	(27,746)
Net cash provided by operating activities	221,492	233,628	215,329
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions	(563,447)	(47,215)	(2,905)
Real estate improvements	(100,141)	(81,762)	(62,676)
Proceeds from sale of properties, net	219,980	102,211	829,794
Proceeds from repayment of mortgage note receivable	0	2,880	0
Net cash (used in) provided by investing activities	(442,985)	(22,987)	877,819
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of mortgage notes payable	(72,541)	(155,367)	(12,054)
Repayment of unsecured term loans	0	0	(388,000)
Repayment of senior unsecured notes	(610,000)	(400,000)	(350,000)
Proceeds from issuance of senior unsecured notes, net	1,041,809	408,932	0
Borrowings on unsecured revolving credit facility	755,000	561,467	430,000
Repayments on unsecured revolving credit facility	(755,000)	(561,467)	(605,000)
Payment of debt issuance costs	(2,744)	(1,492)	0
Repurchase of common shares	(1,003)	(434)	(473)
Distributions to common shareholders	(106,368)	(106,121)	(105,868)
Net cash provided by (used in) financing activities	249,153	(254,482)	(1,031,395)
Increase (decrease) in cash, cash equivalents and restricted cash	27,660	(43,841)	61,753
Cash, cash equivalents and restricted cash at beginning of period	56,855	100,696	38,943
Cash, cash equivalents and restricted cash at end of period	84,515	56,855	100,696
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	103,200	100,083	131,735
Income taxes paid	299	1,377	491
NON-CASH INVESTING ACTIVITIES:
Real estate improvements accrued, not paid	18,492	11,981	11,457
Real estate acquisition	(13,031)	0	0
Capitalized interest	795	199	26
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	83,026	42,045	93,744
Restricted cash	1,489	14,810	6,952
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	84,515	56,855	100,696
AIC
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Distribution of earnings from Affiliates Insurance Company	0	0	2,438
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions in excess of earnings	11	287	6,562
Unconsolidated Joint Ventures
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions in excess of earnings	612	612	2,370
RMR Inc
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of The RMR Group Inc. common shares, net	$ 0	$ 0	$ 104,674

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Organization	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	OrganizationOffice Properties Income Trust, or OPI, we, us or our, is a real estate investment trust, or REIT, formed in 2009 under Maryland law.As of December 31, 2021, our wholly owned properties were comprised of 178 properties containing approximately 23,271,000 rentable square feet and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties totaling approximately 444,000 rentable square feet.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation. These consolidated financial statements include the accounts of us and our subsidiaries, all of which are wholly owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.

Real Estate Properties. We record our properties at cost and provide depreciation on real estate investments on a straight line basis over estimated useful lives generally ranging from 7 to 40 years. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives.

We allocate the purchase prices of our properties to land, buildings and improvements based on determinations of the relative fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. We allocate a portion of the purchase price of our properties to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to the accompanying consolidated financial statements. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amounts over the estimated life of the relationships. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill.

We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases. Such amortization resulted in net decreases to rental income of $2,288, $5,440 and $2,710 during the years ended December 31, 2021, 2020 and 2019, respectively. We amortize the value of acquired in place leases (included in acquired real estate leases, net in our consolidated balance sheets), exclusive of the value of above market and below market acquired in place leases, over the terms of the associated leases. Such amortization, which is included in depreciation and amortization expense, amounted to $142,538, $161,752 and $195,268 during the years ended December 31, 2021, 2020 and 2019, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease.

As of December 31, 2021 and 2020, our acquired real estate leases and assumed real estate lease obligations, excluding properties classified as held for sale, were as follows:

	December 31,
	2021		2020
Acquired real estate leases:
Capitalized above market lease values	$	29,925	$	34,972
Less: accumulated amortization	(17,945)		(19,291)
Capitalized above market lease values, net	11,980		15,681
Lease origination value	885,250		868,459
Less: accumulated amortization	(391,601)		(335,197)
Lease origination value, net	493,649		533,262
Acquired real estate leases, net	$	505,629	$	548,943
Assumed real estate lease obligations:
Capitalized below market lease values	$	29,488	$	21,092
Less: accumulated amortization	(12,454)		(10,504)
Assumed real estate lease obligations, net	$	17,034	$	10,588

As of December 31, 2021, the weighted average amortization periods for capitalized above market leases, lease origination value and capitalized below market lease values were 3.3 years, 6.3 years and 10.3 years, respectively. Future amortization of net intangible lease assets and liabilities, to be recognized over the current terms of the associated leases as of December 31, 2021 are estimated to be $121,814 in 2022, $99,643 in 2023, $77,107 in 2024, $56,168 in 2025, $41,393 in 2026 and $92,470 thereafter.

We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets. 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 consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long lived assets. If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives.

Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash. Restricted cash consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts.

Deferred Leasing Costs. Deferred leasing costs include brokerage costs and inducements associated with our entering leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction to rental income, on a straight line basis over the terms of the respective leases. Legal costs associated with the execution of our leases are expensed as incurred and included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We recorded amortization of deferred leasing costs of $6,691, $5,985 and $5,216, and reductions to rental income related to the amortization of inducements of $1,187, $902 and $757 for the years ended December 31, 2021, 2020 and 2019, respectively. Deferred leasing costs, excluding properties classified as held for sale, totaled $74,469 and $59,691 at December 31, 2021 and 2020, respectively, and accumulated amortization of deferred leasing costs totaled $20,586 and $17,065 at December 31, 2021 and 2020, respectively. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2021 are estimated to be $8,536 in 2022, $7,798 in 2023, $6,739 in 2024, $5,784 in 2025, $5,132 in 2026 and $19,894 thereafter.

Debt Issuance Costs. Costs related to the issuance or assumption of debt are capitalized and amortized to interest expense over the terms of the respective loans. Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets in our consolidated balance sheets. As of December 31, 2021 and 2020, debt issuance costs for our revolving credit facility were $4,125 and accumulated amortization of debt issuance costs for our revolving credit facility were $3,079 and $2,069, respectively. Debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable are presented as a direct deduction from the associated debt liability in our consolidated balance sheets. As of December 31, 2021 and 2020, debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable totaled $16,120 and $17,545, respectively. Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility, senior unsecured notes and mortgage notes as of December 31, 2021 are estimated to be $3,514 in 2022, $2,217 in 2023, $2,155 in 2024, $1,669 in 2025, $1,335 in 2026 and $6,276 thereafter.

Equity Securities. We previously owned 2,801,060 common shares of class A common stock of The RMR Group Inc., or RMR Inc. Prior to the sale of our shares of RMR Inc. class A common stock on July 1, 2019, our equity securities were recorded at fair value based on their quoted market price at the end of each reporting period. See Note 6 for more information regarding the sale of our RMR Inc. class A common stock.

Equity Method Investments. We previously accounted for our investment in Affiliates Insurance Company, or AIC, until AIC was dissolved on February 13, 2020, using the equity method of accounting. Significant influence was present through common representation on the boards of trustees or directors of us and AIC. See Note 6 for more information regarding our investment in AIC.

We also have noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties. The properties owned by these joint ventures are encumbered by an aggregate of $82,000 of mortgage indebtedness. We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investments in these joint ventures under the equity method of accounting. See Note 3 for more information regarding our unconsolidated joint ventures.

We periodically evaluate our equity method investments for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. These indicators may include the length of time and the extent to which the market value of our investment is below our carrying value, the financial condition of our investees, our intent and ability to be a long term holder of the investment and other considerations. If the decline in fair value is judged to be other than temporary, we record an impairment charge to adjust the basis of the investment to its estimated fair value.  

Other Liabilities. We initially acquired 1,541,201 shares of class A common stock of RMR Inc. on June 5, 2015 for cash and share consideration of $17,462. We concluded, for accounting purposes, that the cash and share consideration we paid for our investment in these shares represented a discount to the fair value of these shares. We initially accounted for this investment under the cost method of accounting and recorded this investment at its estimated fair value of $39,833 as of June 5, 2015 using Level 3 inputs, as defined in the fair value hierarchy under U.S. generally accepted accounting principles, or GAAP. As a result, we recorded a liability for the amount by which the estimated fair value of these shares exceeded the price we paid for these shares. This liability is included in accounts payable and other liabilities in our consolidated balance sheets. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to our business management and property management fee expense. We amortized $1,087 of this liability during each of the years ended December 31, 2021, 2020 and 2019. These amounts are included in the net business management and property management fee amounts for such periods disclosed in Note 5. As of December 31, 2021, the remaining unamortized amount of this liability was $15,232. Future amortization of this liability as of December 31, 2021 is estimated to be $1,087 in 2022 through 2026 and $9,797 thereafter.

Revenue Recognition. We are a lessor of commercial office properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the physical space specified in the leases; therefore, we have determined to evaluate our leases as lease arrangements.

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.

Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have made the policy election to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We apply Accounting Standards Codification 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).

Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. See Note 4 for more information regarding our leases.

Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, accordingly, we generally will not be subject to federal income taxes provided we distribute our taxable income and meet certain other requirements to qualify for taxation as a REIT. We are, however, subject to certain state and local taxes.

Cumulative Other Comprehensive Income (Loss). Cumulative other comprehensive income (loss) represents our share of the cumulative comprehensive income and losses of our equity method investees.

Per Common Share Amounts. We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial ownership, $.01 par value, or our common shares, outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share. For the years ended December 31, 2021, 2020 and 2019, there were no dilutive common shares. In addition, for the years ended December 31, 2021, 2020 and 2019, 34, 14 and 12 unvested common shares, respectively, were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.

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

Segment Reporting. We operate in one business segment: direct ownership of real estate properties.

New Accounting Pronouncements. In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, or ASU No. 2021-08, which requires that an acquirer account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The acquiring entity shall recognize and measure the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, rather than at fair value at the acquisition date. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. On October 1, 2021, we early adopted ASU No. 2021-08. The adoption of ASU No. 2021-08 did not have an impact on our consolidated financial statements.

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Real Estate Properties

12 Months Ended

Dec. 31, 2021

Real Estate [Abstract]

Real Estate Properties

Real Estate PropertiesAs of December 31, 2021, our wholly owned properties were comprised of 178 properties containing approximately 23,271,000 rentable square feet, with an aggregate undepreciated carrying value of $3,938,876, including $27,790 classified as held for sale. We also had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties totaling 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 2022 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 year ended December 31, 2021, we entered into 85 leases for approximately 2,484,000 rentable square feet for a weighted (by rentable square feet) average lease term of 9.5 years and we made commitments for approximately $142,318 of leasing related costs. As of December 31, 2021, we have estimated unspent leasing related obligations of $121,754.

2021 Acquisition Activities

During the year ended December 31, 2021, we acquired three properties containing approximately 926,000 rentable square feet for an aggregate purchase price of $576,478, including net purchase price adjustments of $1,761 and acquisition related costs of $1,264. These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets and assumed liabilities as follows:

Acquisition Date	Location	Number of Properties	Rentable Square Feet	Purchase Price		Land		Buildings and Improvements		Acquired Real Estate Leases		Assumed Real Estate Lease Obligations
June 2021	Chicago, IL (1)	1	531,000	$	368,331	$	42,935	$	258,348	$	76,136	$	(9,088)
June 2021	Atlanta, GA	1	346,000	180,602		13,040		135,459		32,103		—
August 2021	Boston, MA	1	49,000	27,545		16,103		10,217		1,225		—
		3	926,000	$	576,478	$	72,078	$	404,024	$	109,464	$	(9,088)

(1)Purchase price includes an adjustment of $13,031 to record an estimated real estate tax liability as of the acquisition date.

2020 Acquisition Activities

During the year ended December 31, 2020, we acquired two properties containing approximately 163,000 rentable square feet for an aggregate purchase price of $47,215, including capitalized acquisition related costs of $590. These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets as follows:

Acquisition Date	Location	Number of Properties	Rentable Square Feet	Purchase Price		Land		Buildings and Improvements		Acquired Real Estate Leases
February 2020	Boston, MA	1	13,000	$	11,864	$	2,618	$	9,246	$	—
December 2020	Fort Mill, SC	1	150,000	35,351		5,031		22,526		7,794
		2	163,000	$	47,215	$	7,649	$	31,772	$	7,794

2019 Acquisition Activities

In November 2019, we acquired a land parcel adjacent to a property we own in Boston, MA for $2,900, excluding acquisition related costs.

Disposition Activities

The sales completed during the years ended December 31, 2021, 2020 and 2019, as presented in the tables below, do not represent significant dispositions individually (unless otherwise noted) or in the aggregate, nor do they 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 consolidated statements of comprehensive income (loss).

2021 Disposition Activities

During the year ended December 31, 2021, we sold six properties, a warehouse facility adjacent to a property we own located in Kansas, MO and two vacant land parcels adjacent to properties we own located in Sterling, VA containing approximately 2,565,000 rentable square feet for an aggregate sales price of $226,915, excluding closing costs.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
January 2021	—	Kansas City, MO (2) (3)	10,000	$	845	$	(63)	$	—
January 2021	1	Richmond, VA (2)	311,000	130,000		54,181		—
April 2021	1	Huntsville, AL	1,371,000	39,000		—		5,383
July 2021	1	Fresno, CA	532,000	6,000		—		33,902
July 2021	1	Liverpool, NY	38,000	650		31		—
August 2021	1	Memphis, TN	205,000	15,270		287		—
September 2021	1	Stoneham, MA	98,000	6,650		(282)		5,911
October 2021	—	Sterling, VA (4)	—	28,500		24,200		—
	6		2,565,000	$	226,915	$	78,354	$	45,196

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)Properties were classified as held for sale as of December 31, 2020.

(3)Consists of a warehouse facility adjacent to a property we own located in Kansas City, MO.

(4)Consists of two vacant land parcels adjacent to properties we own located in Sterling, VA.

As of December 31, 2021, the following four properties met the criteria to be classified as held for sale in our consolidated balance sheet:

Date of Sale Agreement	Location	Number of Properties	Rentable Square Feet	Gross  Sales Price (1)		Loss on Impairment of Real Estate
December 2021	Rockville, MD (2)	1	129,000	$	6,750	$	6,236
December 2021	Chesapeake, VA (3)	2	172,000	18,945		—
January 2022	Milwaukee, WI	1	29,000	3,850		755
		4	330,000	$	29,545	$	6,991

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)The sale of this property was completed in January 2022.

(3)The sale of these properties was completed in February 2022.

As of February 15, 2022, we have entered into an agreement to sell one property that was classified as held for sale as of December 31, 2021 containing approximately 29,000 rentable square feet for a sales price of $3,850, excluding closing costs. This pending sale is subject to conditions, accordingly, we cannot be sure that we will complete this sale or that this sale will not be delayed or the terms will not change.

We also recorded a $10,658 loss on impairment of real estate to reduce the carrying value of three properties that were classified as held for sale to their estimated fair values less costs to sell as of September 30, 2021. Subsequently, we removed these properties from held for sale status due to a change of plan for sale and recorded an impairment adjustment of $425 to increase the carrying value of these properties to their estimated fair value as of December 31, 2021.

In November 2021, the buyer terminated the previously disclosed agreement to sell five properties located in Brookhaven, GA for a sales price of $56,000.

2020 Disposition Activities

During the year ended December 31, 2020, we sold 10 properties containing approximately 906,000 rentable square feet for an aggregate sales price of $110,463, excluding closing costs and including the repayment of one mortgage note with an outstanding principal balance of $13,095, an annual interest rate of 5.9% and a maturity date in August 2021.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
January 2020	2	Stafford, VA	65,000	$	14,063	$	4,771	$	—
January 2020	1	Windsor, CT	97,000	7,000		314		—
February 2020	1	Lincolnshire, IL	223,000	12,000		1,179		—
March 2020	1	Trenton, NJ (2)	267,000	30,100		(179)		—
March 2020	1	Fairfax, VA	83,000	22,200		4,754		—
October 2020	4	Fairfax, VA	171,000	25,100		16		2,954
	10		906,000	$	110,463	$	10,855	$	2,954

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)We recorded a $9,454 loss on impairment of real estate during the year ended December 31, 2019 to adjust the carrying value of this property to its fair value less costs to sell.

2019 Disposition Activities

During the year ended December 31, 2019, we sold 58 properties containing approximately 6,179,000 rentable square feet for an aggregate sales price of $848,853, excluding closing costs.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
February 2019	34	Northern Virginia and Maryland	1,636,000	$	198,500	$	—	$	732
March 2019	1	Washington, D.C. (2)	129,000	70,000		22,075		—
May 2019	1	Buffalo, NY	122,000	16,900		—		5,137
May 2019	1	Maynard, MA	287,000	5,000		(227)		—
June 2019	1	Kapolei, HI	417,000	7,100		—		—
July 2019	1	San Jose, CA	72,000	14,000		(270)		—
July 2019	1	Nashua, NH	322,000	25,000		8,401		—
August 2019	1	Arlington, TX	182,000	14,900		187		—
August 2019	1	Rochester, NY	95,000	4,765		(104)		—
August 2019	1	Hanover, PA	502,000	5,500		(417)		—
August 2019	1	San Antonio, TX	618,000	198,000		3,869		—
September 2019	1	Topeka, KS	144,000	15,600		36		—
September 2019	1	Falling Waters, WV	40,000	650		—		2,179
September 2019	1	San Diego, CA	44,000	8,950		3,062		—
October 2019	3	Columbia, SC	181,000	10,750		—		3,581
November 2019	3	Metro DC - MD	373,000	61,938		1,177		—
December 2019	1	San Diego, CA	148,000	23,750		6,823		—
December 2019	1	Phoenix, AZ	123,000	12,850		860		—
December 2019	1	Houston, TX	497,000	130,000		59,992		—
December 2019	1	Kansas City, KS	171,000	11,700		—		1,172
December 2019	1	San Jose, CA	76,000	13,000		(333)		—
	58		6,179,000	$	848,853	$	105,131	$	12,801

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)Represents an individually significant disposition.

Unconsolidated Joint Ventures

We own interests in two joint ventures that own three properties. We account for these investments under the equity method of accounting. As of December 31, 2021 and 2020, our investments in unconsolidated joint ventures consisted of the following:

	OPI Ownership	OPI Carrying Value of Investments at December 31,				Number of Properties	Location	Rentable Square Feet
Joint Venture		2021		2020
Prosperity Metro Plaza	51%	$	20,672	$	21,888	2	Fairfax, VA	329,000
1750 H Street, NW	50%	14,166		16,063		1	Washington, D.C.	115,000
Total		$	34,838	$	37,951	3		444,000

The following table provides a summary of the mortgage debt of our two unconsolidated joint ventures:

Joint Venture	Interest Rate (1)	Maturity Date	Principal Balance at December 31, 2021 and 2020 (2)
Prosperity Metro Plaza	4.09%	12/1/2029	$	50,000
1750 H Street, NW	3.69%	8/1/2024	32,000
Weighted Average/Total	3.93%		$	82,000

(1)Includes the effect of mark to market purchase accounting.

(2)Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we do not own. None of the debt is recourse to us.

At December 31, 2021, the aggregate unamortized basis difference of our two unconsolidated joint ventures of $6,977 is 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 consolidated statements of comprehensive income (loss).

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Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

Leases

Rental income from operating leases, including 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. We increased rental income by $15,368, $16,079 and $27,507 to record revenue on a straight line basis during the years ended December 31, 2021, 2020 and 2019, respectively. Rents receivable, excluding properties classified as held for sale, include $82,978 and $68,824 of straight line rent receivables at December 31, 2021 and 2020, 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 $85,107, $75,851 and $91,076 for the years ended December 31, 2021, 2020 and 2019, respectively, of which tenant reimbursements totaled $81,295, $71,385 and $86,353, respectively.

The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2053 as of December 31, 2021:

Year	Amount
2022	$	456,350
2023	422,139
2024	360,282
2025	296,945
2026	253,313
Thereafter	1,267,710
Total	$	3,056,739

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. As of December 31, 2021, tenants who currently represent approximately 2.8% of our total operating lease maturities have currently exercisable rights to terminate their leases before the stated terms of their leases expire. In 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2035 and 2040, early termination rights become exercisable by other tenants who currently represent an additional approximately 1.5%, 8.8%, 3.0%, 6.2%, 2.4%, 1.7%, 2.5%, 1.7%, 1.6%, 1.7% and 1.1% of our total operating lease maturities, respectively. In addition, as of December 31, 2021, 14 of our tenants have the right to terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the

tenant to meet its obligation. These 14 tenants represent approximately 6.2% of our total operating lease maturities as of December 31, 2021.

As a result of the COVID-19 pandemic, we granted temporary rent assistance totaling $2,483 to 18 tenants. This assistance generally entailed a deferral of, in most cases, one month of rent pursuant to deferred payment plans which required the deferred rent amounts be payable over a 12-month period. We elected to use the FASB relief package that provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as or less than the original lease. Because the deferred rent amounts were to be repaid, the cash flows from the respective leases are substantially the same as before the rent deferrals. The deferred amounts did not impact our operating results for the years ended December 31, 2021 and 2020. As of December 31, 2021, we had collected 100% of the granted rent deferrals.

Right of use asset and lease liability. For leases where we are the lessee, we are required to record a right of use asset and lease liability for all leases with an initial term greater than 12 months. As of December 31, 2020, we had one lease that met these criteria, which expired on January 31, 2021. We subleased a portion of the space, which sublease also expired on January 31, 2021. The value of the right of use asset and related liability representing our future obligation under the lease arrangement as of December 31, 2020 were $168 and $174, respectively, and are included in other assets, net and accounts payable and other liabilities, respectively, in our consolidated balance sheets. Rent expense incurred under the lease, net of sublease revenue, was $79, $1,749 and $1,670 for the years ended December 31, 2021, 2020 and 2019, respectively.

Leases

Leases

Rental income from operating leases, including 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. We increased rental income by $15,368, $16,079 and $27,507 to record revenue on a straight line basis during the years ended December 31, 2021, 2020 and 2019, respectively. Rents receivable, excluding properties classified as held for sale, include $82,978 and $68,824 of straight line rent receivables at December 31, 2021 and 2020, 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 $85,107, $75,851 and $91,076 for the years ended December 31, 2021, 2020 and 2019, respectively, of which tenant reimbursements totaled $81,295, $71,385 and $86,353, respectively.

The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2053 as of December 31, 2021:

Year	Amount
2022	$	456,350
2023	422,139
2024	360,282
2025	296,945
2026	253,313
Thereafter	1,267,710
Total	$	3,056,739

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. As of December 31, 2021, tenants who currently represent approximately 2.8% of our total operating lease maturities have currently exercisable rights to terminate their leases before the stated terms of their leases expire. In 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2035 and 2040, early termination rights become exercisable by other tenants who currently represent an additional approximately 1.5%, 8.8%, 3.0%, 6.2%, 2.4%, 1.7%, 2.5%, 1.7%, 1.6%, 1.7% and 1.1% of our total operating lease maturities, respectively. In addition, as of December 31, 2021, 14 of our tenants have the right to terminate their leases if the respective legislature or other funding authority does not appropriate the funding necessary for the

tenant to meet its obligation. These 14 tenants represent approximately 6.2% of our total operating lease maturities as of December 31, 2021.

As a result of the COVID-19 pandemic, we granted temporary rent assistance totaling $2,483 to 18 tenants. This assistance generally entailed a deferral of, in most cases, one month of rent pursuant to deferred payment plans which required the deferred rent amounts be payable over a 12-month period. We elected to use the FASB relief package that provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as or less than the original lease. Because the deferred rent amounts were to be repaid, the cash flows from the respective leases are substantially the same as before the rent deferrals. The deferred amounts did not impact our operating results for the years ended December 31, 2021 and 2020. As of December 31, 2021, we had collected 100% of the granted rent deferrals.

Right of use asset and lease liability. For leases where we are the lessee, we are required to record a right of use asset and lease liability for all leases with an initial term greater than 12 months. As of December 31, 2020, we had one lease that met these criteria, which expired on January 31, 2021. We subleased a portion of the space, which sublease also expired on January 31, 2021. The value of the right of use asset and related liability representing our future obligation under the lease arrangement as of December 31, 2020 were $168 and $174, respectively, and are included in other assets, net and accounts payable and other liabilities, respectively, in our consolidated balance sheets. Rent expense incurred under the lease, net of sublease revenue, was $79, $1,749 and $1,670 for the years ended December 31, 2021, 2020 and 2019, respectively.

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Business and Property Management Agreements with RMR LLC

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Business and Property Management Agreements with RMR LLC

Business and Property Management Agreements with RMR LLC

We have no employees. The personnel and various services we require to operate our business are provided to us by The RMR Group LLC, or RMR LLC. We have two agreements with RMR LLC 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.

Management Agreements with RMR LLC. Our management agreements with RMR LLC provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:

•Base Management Fee. The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:

•the sum of (a) 0.5% of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR LLC provided business management or property management services, or the Transferred Assets, plus (b) 0.7% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $250,000, plus (c) 0.5% of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $250,000; and

•the sum of (a) 0.7% of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $250,000, plus (b) 0.5% of our Average Market Capitalization exceeding $250,000.

The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.

•Incentive Management Fee. The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:

•An amount, subject to a cap based on the value of our common shares outstanding, equal to 12% of the product of:

•our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and

•the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable index, or the benchmark return per share, for the relevant measurement period. Effective as of August 1, 2021, we amended our business management agreement with RMR LLC to replace the benchmark index used in the calculation of incentive management fees. Pursuant to this amendment, for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Office REIT Index replaced the discontinued SNL U.S. REIT Office Index and will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC. For periods prior to August 1, 2021, the SNL U.S. REIT Office Index will continue to be used. Accordingly, the calculation of incentive management fees for the next two measurement periods will continue to use the SNL U.S. REIT Office Index in calculating the benchmark returns for periods through July 31, 2021. This change of index was due to S&P Global ceasing to publish the SNL U.S. REIT Office Index.

For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

•The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period.

•No incentive management fee is payable by us unless our total return per share during the measurement period is positive.

•The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.

•If our total return per share exceeds 12% per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable index for such measurement period and 12% per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable index in any year by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index).

•The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5% of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

•Incentive management fees we paid to RMR LLC for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $18,637, $17,358 and $21,320 for the years ended December 31, 2021, 2020 and 2019, respectively. The net business

management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods. The net business management fees we recognized for each of the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $603, for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 2. We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2021, 2020 or 2019.

In January 2019, we paid RMR LLC a business management incentive fee of $25,817, which represented the incentive fee for the year ended December 31, 2018 incurred, but not paid, by Select Income REIT, or SIR, which we acquired in 2018.

•Property Management and Construction Supervision Fees. The property management fees payable to RMR LLC by us for each applicable period are equal to 3.0% of gross collected rents and the construction supervision fees payable to RMR LLC by us for each applicable period are equal to 5.0% of construction costs.

Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $21,103, $20,774 and $21,911 for each of the years ended December 31, 2021, 2020 and 2019, respectively. The net property management and construction supervision fees we recognized for the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $484 for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 2. For the years ended December 31, 2021, 2020 and 2019, $16,507, $17,328, and $19,320, respectively, of the total net property management and construction supervision fees were expensed to other operating expenses in our consolidated statements of income (loss) and $4,596, $3,446, and $2,591, respectively, were capitalized as building improvements in our consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

•Expense Reimbursement. We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function and as otherwise agreed. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $24,766, $24,919 and $26,442 for these expenses and costs for each of the years ended December 31, 2021, 2020 and 2019, respectively. We included these amounts in other operating expenses and general and administrative expense, as applicable, for these periods.

•Term. Our management agreements with RMR LLC have terms that end on December 31, 2041, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.

•Termination Rights. We have the right to terminate one or both of our management agreements with RMR LLC: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. RMR LLC has the right to terminate the management agreements for good reason, as defined therein.

•Termination Fee. If we terminate one or both of our management agreements with RMR LLC for convenience, or if RMR LLC terminates one or both of our management agreements for good reason, we have agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination, would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR LLC for a performance reason, we have agreed to pay RMR LLC the termination fee calculated as described above, but assuming a 10-year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR LLC for cause or as a result of a change of control of RMR LLC.

•Transition Services. RMR LLC has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR LLC, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.

•Vendors. Pursuant to our management agreements with RMR LLC, RMR LLC may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR LLC and other companies to which RMR LLC or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

•Investment Opportunities. Under our business management agreement with RMR LLC, we acknowledge that RMR LLC may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR LLC.

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Related Person Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Related Person Transactions

Related Person Transactions

We have relationships and historical and continuing transactions with RMR LLC, RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR LLC is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. David Blackman resigned as our President and Chief Executive Officer, effective December 31, 2020, and as a Managing Trustee, effective June 17, 2021. In replacement of Mr. Blackman, Christopher J. Bilotto was appointed as our President and Chief Operating Officer, effective January 1, 2021, and Jennifer Clark was elected as a Managing Trustee, effective on June 17, 2021. Mr. Bilotto is an officer and employee of RMR LLC, Ms. Clark is a managing director and an executive officer of RMR Inc., an officer and employee of RMR LLC and an officer of ABP Trust. In addition, each of our other officers is also an officer and employee of RMR LLC. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Mr. Portnoy serves as chair of the board and as a managing director or managing trustee of these public companies. Other officers of RMR LLC, including certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.

Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 5 for more information regarding our management agreements with RMR LLC.

Leases with RMR LLC. We lease office space to RMR LLC in certain of our properties for RMR LLC’s property management offices. Pursuant to our lease agreements with RMR LLC, we recognized rental income from RMR LLC for leased office space of $1,138, $1,120 and $1,142 for the years ended December 31, 2021, 2020 and 2019, respectively. Our office space leases with RMR LLC are terminable by RMR LLC if our management agreements with RMR LLC are terminated.

Share Awards to RMR LLC Employees. As described further in Note 10, we award shares to our officers and other employees of RMR LLC annually. Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR LLC. These awards to RMR LLC employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR LLC. See Note 10 for more information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligations on vesting share awards.

Sonesta. In June 2021, we entered into a 30-year lease agreement with a subsidiary of Sonesta International Hotels Corporation, or Sonesta, in connection with the redevelopment of an office property we own in Washington, D.C. as a mixed-use property. Sonesta’s lease is for the planned full-service hotel component of the property that will include approximately 230,000 rentable square feet, which represents approximately 54% of the total square feet upon completion of the redevelopment. The term of the lease commences upon our delivery of the completed hotel, which we estimate to occur in the first quarter of 2023. Sonesta has two options to extend the term for 10 years each. Pursuant to the lease agreement, Sonesta

will pay us annual base rent of approximately $6,436 beginning 18 months after the lease commences. The annual base rent will increase by 10% every five years throughout the term. Sonesta is also obligated to pay its pro rata share of the operating costs for the property. We estimate that the total cost to build the hotel space will be approximately $66,000. Mr. Adam Portnoy is a director and controlling shareholder of Sonesta and Ms. Jennifer Clark is also a director of Sonesta.

RMR Inc. On July 1, 2019, we sold all of the 2,801,060 shares of class A common stock of RMR Inc. that we owned in an underwritten public offering at a price to the public of $40.00 per share pursuant to an underwriting agreement among us, RMR Inc., certain other REITs managed by RMR LLC that also sold their class A common stock of RMR Inc. in the offering and the underwriters named therein. We received net proceeds of $104,674 from this sale, after deducting underwriting discounts and commissions and other offering expenses.

AIC. Until its dissolution on February 13, 2020, we, ABP Trust and five other companies to which RMR LLC provides management services owned AIC in equal portions. We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC until June 30, 2019. We paid aggregate annual premiums, including taxes and fees, of $1,211 in connection with this insurance program for the policy year ended June 30, 2019. Properties we acquired as a result of our acquisition of SIR on December 31, 2018 were already previously included in this insurance program because SIR was a participant in the program. SIR paid an annual premium, including taxes and fees, of $1,666 in connection with this insurance program for the policy year ended June 30, 2019.

In connection with AIC’s dissolution, we and each other AIC shareholder received an initial liquidating distribution of $9,000 from AIC in December 2019, an additional liquidating distribution of $287 in June 2020 and a final liquidating distribution of $11 in December 2021. As of December 31, 2020, our investment in AIC had a carrying value of $11, which was included in other assets in our consolidated balance sheet. We recognized income of $281 related to our investment in AIC for the year ended December 31, 2019. This amount is included in equity in net losses of investees in our consolidated statements of comprehensive income (loss). Our other comprehensive income (loss) includes our proportionate part of unrealized gains (losses) on securities which were owned and held for sale by AIC of $90 related to our investment in AIC for the year ended December 31, 2019.

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Concentration

12 Months Ended

Dec. 31, 2021

Risks and Uncertainties [Abstract]

Concentration

Concentration

Tenant and Credit Concentration

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 December 31, 2021, the U.S. government, 11 state governments and four other government tenants combined were responsible for approximately 28.9% of our annualized rental income. As of December 31, 2020 and 2019, the U.S government, 11 state governments and two other government tenants combined were responsible for approximately 35.3% and 35.5% of our annualized rental income, respectively. The U.S. government is our largest tenant by annualized rental income and represented approximately 19.5%, 25.2% and 25.0% of our annualized rental income as of December 31, 2021, 2020 and 2019, respectively.

Geographic Concentration

At December 31, 2021, our 178 wholly owned properties were located in 33 states and the District of Columbia. Properties located in Virginia, California, the District of Columbia, Illinois and Georgia were responsible for approximately 12.4%, 10.5%, 9.8%, 9.2%, and 8.2% of our annualized rental income as of December 31, 2021, respectively.

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Indebtedness

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Indebtedness

Indebtedness

At December 31, 2021 and 2020, our outstanding indebtedness consisted of the following:

	December 31,
	2021		2020
Revolving credit facility, due in 2023	$	—	$	—
Senior unsecured notes, 4.15% interest rate, due in 2022 (1)	—		300,000
Senior unsecured notes, 4.00% interest rate, due in 2022	300,000		300,000
Senior unsecured notes, 4.25% interest rate, due in 2024	350,000		350,000
Senior unsecured notes, 4.50% interest rate, due in 2025	650,000		650,000
Senior unsecured notes, 2.650% interest rate, due in 2026 (2)	300,000		—
Senior unsecured notes, 2.400% interest rate, due in 2027 (3)	350,000		—
Senior unsecured notes, 3.450% interest rate, due in 2031 (4)	400,000		—
Senior unsecured notes, 5.875% interest rate, due in 2046 (5)	—		310,000
Senior unsecured notes, 6.375% interest rate, due in 2050	162,000		162,000
Mortgage note payable, 8.150% interest rate, due in 2021 (6)	—		350
Mortgage note payable, 4.220% interest rate, due in 2022 (7)	25,055		25,804
Mortgage note payable, 3.550% interest rate, due in 2023 (8)	—		71,000
Mortgage note payable, 3.700% interest rate, due in 2023	50,000		50,000
Mortgage note payable, 4.800% interest rate, due in 2023	23,246		23,688
	2,610,301		2,242,842
Unamortized debt premiums, discounts and issuance costs	(32,351)		(39,871)
	$	2,577,950	$	2,202,971

(1)These senior notes were redeemed in September 2021.

(2)These senior notes were issued in May 2021.

(3)These senior notes were issued in August 2021.

(4)These senior notes were issued in September 2021.

(5)These senior notes were redeemed in June 2021.

(6)This mortgage note was paid in full as of its maturity date.

(7)In February 2022, we gave notice of our intention to prepay this mortgage note at par plus accrued interest. We expect to make this prepayment in April 2022.

(8)This mortgage note was prepaid in June 2021.

Our $750,000 revolving credit facility is governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders that includes a feature under which the maximum aggregate borrowing availability may be increased to up to $1,950,000 in certain circumstances.

Our $750,000 revolving credit facility is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is January 31, 2023 and, subject to our payment of an extension fee and meeting certain other conditions, we have the option to extend the stated maturity date of our revolving credit facility by two additional six month periods. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayment is due until maturity. We are required to pay interest at a rate of LIBOR plus a premium, which was 110 basis points per annum at December 31, 2021, 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 December 31, 2021. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. As of December 31, 2021 and 2020, the annual interest rate payable on borrowings under our revolving credit facility was 1.2%. The weighted average annual interest rate for borrowings under our revolving credit facility was 1.2%, 2.0% and 3.3%, for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and February 15, 2022, we had no amounts outstanding under our revolving credit facility and $750,000 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 RMR LLC 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 December 31, 2021.

Senior Unsecured Note Issuances

In May 2021, we issued $300,000 of 2.650% senior unsecured notes due 2026 in an underwritten public offering, raising net proceeds of $296,826, after deducting underwriters’ discounts and offering expenses. These notes require semi-annual payments of interest only through maturity on June 15, 2026 and may be repaid at par plus accrued and unpaid interest on or after May 15, 2026.

In August 2021, we issued $350,000 of 2.400% senior unsecured notes due 2027 in an underwritten public offering, raising net proceeds of $346,607, after deducting underwriters’ discounts and offering expenses. These notes require semi-annual payments of interest only through maturity on February 1, 2027 and may be repaid at par plus accrued and unpaid interest on or after January 1, 2027.

In September 2021, we issued $400,000 of 3.450% senior unsecured notes due 2031 in an underwritten public offering, raising net proceeds of $395,632, after deducting underwriters’ discounts and offering expenses. These notes require semi-annual payments of interest only through maturity on October 15, 2031 and may be repaid at par plus accrued and unpaid interest on or after July 15, 2031.

Senior Unsecured Note Redemptions

In June 2021, we redeemed, at par plus accrued interest, all $310,000 of our 5.875% senior unsecured notes due 2046. As a result of this redemption, we recognized a loss on early extinguishment of debt of $8,581 during the year ended December 31, 2021, from the write off of unamortized debt issuance costs.

In September 2021, we redeemed, at a premium plus accrued interest, all $300,000 of our 4.15% senior unsecured notes due 2022. As a result of this redemption, we recognized a loss on early extinguishment of debt of $2,274 during the year ended December 31, 2021, from a prepayment penalty and the write off of unamortized discounts.

Mortgage Note Repayment

In June 2021, we prepaid, at a premium plus accrued interest, a mortgage note secured by three properties with an outstanding principal balance of $71,000, an annual interest rate of 3.55% and a maturity date in May 2023. As a result of the prepayment of this mortgage note, we recognized a loss on early extinguishment of debt of $3,213 during the year ended December 31, 2021, from a prepayment penalty and the write off of unamortized discounts.

At December 31, 2021, three of our properties with an aggregate net book value of $188,130 were encumbered by mortgage notes with an aggregate principal amount of $98,301. Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates.

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2021 are as follows:

Year	Principal Payment
2022 (1)	$	325,517
2023	72,784
2024	350,000
2025	650,000
2026	300,000
Thereafter	912,000
Total	$	2,610,301	(2)

(1)In February 2022, we gave notice of our intention to prepay, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $25,055 at December 31, 2021, an annual interest rate of 4.22% and a maturity date in July 2022.

(2)Total consolidated debt outstanding as of December 31, 2021, net of unamortized premiums, discounts and issuance costs totaling $32,351, was $2,577,950.

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Fair Value of Assets and Liabilities

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Assets and Liabilities

Fair Value of Assets and Liabilities

The following table presents certain of our assets measured at fair value at December 31, 2021, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

			Fair Value at Reporting Date Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Non-recurring Fair Value Measurements Assets
Assets of properties held for sale (1)	$	10,600	$	—	$	10,600	$	—

(1)We recorded impairment charges of $6,991 to reduce the carrying value of two properties that are classified as held for sale in our consolidated balance sheet to their estimated fair value, less estimated costs to sell of $555, based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP). See Note 3 for more information.

In addition to the assets described in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, accounts payable, a revolving credit facility, senior unsecured notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits. At December 31, 2021 and 2020, the fair values of our financial instruments approximated their carrying values in our consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

	As of December 31, 2021				As of December 31, 2020
Financial Instrument	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Senior unsecured notes, 4.15% interest rate, due in 2022 (2)	$	—	$	—	$	298,853	$	306,192
Senior unsecured notes, 4.00% interest rate, due in 2022	299,500		304,148		298,579		306,756
Senior unsecured notes, 4.25% interest rate, due in 2024	344,581		365,449		342,299		365,435
Senior unsecured notes, 4.50% interest rate, due in 2025	639,370		687,749		635,921		688,399
Senior unsecured notes, 2.650% interest rate, due in 2026 (3)	297,213		298,502		—		—
Senior unsecured notes, 2.400% interest rate, due in 2027 (4)	346,845		339,764		—		—
Senior unsecured notes, 3.450% interest rate, due in 2031 (5)	395,744		388,458		—		—
Senior unsecured notes, 5.875% interest rate, due in 2046 (6)	—		—		301,264		322,028
Senior unsecured notes, 6.375% interest rate, due in 2050	156,519		177,098		156,326		171,590
Mortgage notes payable	98,178		100,294		169,729		174,952
Total	$	2,577,950	$	2,661,462	$	2,202,971	$	2,335,352

(1)Includes unamortized debt premiums, discounts and issuance costs totaling $32,351 and $39,871 as of December 31, 2021 and 2020, respectively.

(2)These senior notes were redeemed in September 2021.

(3)These senior notes were issued in May 2021.

(4)These senior notes were issued in August 2021.

(5)These senior notes were issued in September 2021.

(6)These senior notes were redeemed in June 2021.

We estimated the fair values of our senior unsecured notes (except for our senior unsecured notes due 2046 and 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 values of our senior unsecured notes due 2046 and 2050 based on the closing price on Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. We estimated the fair values of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.

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Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Awards

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan. During the years ended December 31, 2021, 2020 and 2019, we awarded to our officers and other employees of RMR LLC annual share awards of 117,800, 108,600 and 103,100 of our common shares, respectively, valued at $2,994, $2,502 and $3,080, in aggregate, respectively. We also awarded each of our then eight Trustees 3,500 of our common shares in each of 2021 and 2020, and 3,000 of our common shares in 2019 as part of their annual compensation. These awards had aggregate values of $837 ($105 per Trustee), $745 ($93 per Trustee) and $575 ($72 per Trustee) in 2021, 2020 and 2019, respectively. In addition, we awarded 3,000 of our common shares, with a value of $270 ($90 per Trustee) in connection with the election of three of our Trustees in 2019. The values of the share awards were based upon the closing price of our common shares trading on Nasdaq on the date of grant. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award. We recognize share forfeitures as they occur. We include the value of awarded shares in general and administrative expenses ratably over the vesting period.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2021, 2020 and 2019, is as follows:

	2021			2020			2019
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	157,521	$	29.26	106,680	$	40.16	55,321	$	73.25
Awarded	145,800	$	26.28	136,600	$	23.77	136,100	$	28.84
Forfeited	(700)	$	25.97	(586)	$	43.75	(1,474)	$	49.10
Vested	(120,397)	$	30.24	(85,173)	$	34.02	(83,267)	$	27.78
Unvested at end of year	182,224	$	26.23	157,521	$	29.26	106,680	$	40.16

The 182,224 unvested shares as of December 31, 2021 are scheduled to vest as follows: 60,184 shares in 2022, 56,900 shares in 2023, 41,580 shares in 2024 and 23,560 shares in 2025. As of December 31, 2021, the estimated future compensation expense for the unvested shares was $4,279. The weighted average period over which the compensation expense will be recorded is approximately 23 months. During the years ended December 31, 2021, 2020 and 2019, we recorded $2,868, $3,315 and $3,088, respectively, of compensation expense related to the 2009 Plan. At December 31, 2021, 987,610 of our common shares remained available for issuance under the 2009 Plan.

Share Purchases

During the years ended December 31, 2021, 2020 and 2019, we purchased 37,801, 19,589 and 15,588 of our common shares, respectively, valued at weighted average share prices of $26.55, $22.15 and $29.76 per common share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

Distributions

During the years ended December 31, 2021, 2020 and 2019, we paid distributions on our common shares as follows:

	Annual Per Share Distribution		Total Distributions		Characterization of Distributions
Year					Return of Capital	Ordinary Income	Qualified Dividend
2021	$	2.20	$	106,368	—%	100.00%	—%
2020	$	2.20	$	106,121	—%	100.00%	—%
2019	$	2.20	$	105,868	—%	100.00%	—%

On January 13, 2022, we declared a distribution payable to common shareholders of record on January 24, 2022 in the amount of $0.55 per share, or approximately $26,600. We expect to pay this distribution on or about February 17, 2022.

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SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

					Initial Cost to Company				Costs Capitalized Subsequent to Acquisition				Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)		Land		Buildings and Equipment				Impairments/ Writedowns		Land		Buildings and Equipment		Total (2)		Accumulated Depreciation (3)		Date(s) Acquired	Original Construction Date(s)
Inverness Center	Birmingham, AL	3	$	—	$	5,907	$	12,098	$	1,590	$	(7,717)	$	3,823	$	8,055	$	11,878	$	—	12/31/2018	1984
445 Jan Davis Drive	Huntsville, AL	1	—		1,501		1,492		—		—		1,501		1,492		2,993		(120)		12/31/2018	2007
131 Clayton Street	Montgomery, AL	1	—		920		9,084		241		—		920		9,325		10,245		(2,438)		6/22/2011	2007
4344 Carmichael Road	Montgomery, AL	1	—		1,374		11,658		562		—		1,374		12,220		13,594		(2,424)		12/17/2013	2009
15451 North 28th Avenue	Phoenix, AZ	1	—		1,917		7,416		752		—		1,917		8,168		10,085		(1,518)		9/10/2014	1996
16001 North 28th Avenue	Phoenix, AZ	1	—		3,355		412		1,123		—		3,355		1,535		4,890		(145)		12/31/2018	1998
711 S 14th Avenue	Safford, AZ	1	—		460		11,708		884		(4,440)		364		8,248		8,612		(1,058)		6/16/2010	1992
Regents Center	Tempe, AZ	2	—		4,121		3,042		293		—		4,121		3,335		7,456		(480)		12/31/2018	1988
Campbell Place	Carlsbad, CA	2	—		5,769		3,871		7,481		—		5,769		11,352		17,121		(1,476)		12/31/2018	2007
Folsom Corporate Center	Folsom, CA	1	—		2,904		5,583		568		—		2,904		6,151		9,055		(585)		12/31/2018	2008
Bayside Technology Park	Fremont, CA	1	—		10,784		648		87		—		10,784		735		11,519		(75)		12/31/2018	1990
10949 N. Mather Boulevard	Rancho Cordova, CA	1	—		562		16,923		992		—		562		17,915		18,477		(3,658)		10/30/2013	2012
11020 Sun Center Drive	Rancho Cordova, CA	1	—		1,466		8,797		1,409		—		1,466		10,206		11,672		(1,486)		12/20/2016	1983
100 Redwood Shores Parkway	Redwood City, CA	1	—		14,454		7,721		—		—		14,454		7,721		22,175		(643)		12/31/2018	1993
3875 Atherton Road	Rocklin, CA	1	—		177		853		9		—		177		862		1,039		(71)		12/31/2018	1991
801 K Street	Sacramento, CA	1	—		4,688		61,994		7,078		—		4,688		69,072		73,760		(10,724)		1/29/2016	1989
9815 Goethe Road	Sacramento, CA	1	—		1,450		9,465		1,494		—		1,450		10,959		12,409		(2,821)		9/14/2011	1992
Capitol Place	Sacramento, CA	1	—		2,290		35,891		8,399		—		2,290		44,290		46,580		(12,964)		12/17/2009	1988
4560 Viewridge Road	San Diego, CA	1	—		4,269		18,316		5,135		—		4,347		23,373		27,720		(13,088)		3/31/1997	1996
2115 O’Nel Drive	San Jose, CA	1	—		12,305		5,062		218		—		12,305		5,280		17,585		(421)		12/31/2018	1984
North First Street	San Jose, CA	1	—		8,311		4,003		411		—		8,311		4,414		12,725		(417)		12/31/2018	1984
Rio Robles Drive	San Jose, CA	3	—		23,687		13,698		3,196		—		23,687		16,894		40,581		(1,611)		12/31/2018	1984
2450 and 2500 Walsh Avenue	Santa Clara, CA	2	—		13,374		16,651		161		—		13,374		16,812		30,186		(1,401)		12/31/2018	1982
3250 and 3260 Jay Street	Santa Clara, CA	2	—		19,899		14,051		—		—		19,899		14,051		33,950		(1,168)		12/31/2018	1982
603 San Juan Avenue	Stockton, CA	1	—		563		5,470		49		—		563		5,519		6,082		(1,288)		7/20/2012	2012
350 West Java Drive	Sunnyvale, CA	1	—		24,609		462		322		—		24,609		784		25,393		(48)		12/31/2018	1984
7958 South Chester Street	Centennial, CO	1	—		6,682		7,153		812		—		6,682		7,965		14,647		(651)		12/31/2018	2000
350 Spectrum Loop	Colorado Springs, CO	1	—		3,650		7,732		503		—		3,650		8,235		11,885		(665)		12/31/2018	2000
333 Inverness Drive South	Englewood, CO	1	—		5,711		4,543		63		—		5,711		4,606		10,317		(408)		12/31/2018	1998

				Initial Cost to Company		Costs Capitalized Subsequent to Acquisition		Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)	Land	Buildings and Equipment		Impairments/ Writedowns	Land	Buildings and Equipment	Total (2)	Accumulated Depreciation (3)	Date(s) Acquired	Original Construction Date(s)
12795 West Alameda Parkway	Lakewood, CO	1	—	2,640	23,777	1,441	—	2,640	25,218	27,858	(7,510)	1/15/2010	1988
Corporate Center	Lakewood, CO	3	—	2,887	27,537	4,101	—	2,887	31,638	34,525	(15,258)	10/11/2002	1980
11 Dupont Circle, NW	Washington, DC	1	—	28,255	44,743	15,108	—	28,255	59,851	88,106	(7,197)	10/2/2017	1974
1211 Connecticut Avenue, NW	Washington, DC	1	25,059	30,388	24,667	3,268	—	30,388	27,935	58,323	(3,633)	10/2/2017	1967
1401 K Street, NW	Washington, DC	1	23,408	29,215	34,656	6,214	—	29,215	40,870	70,085	(6,005)	10/2/2017	1929
20 Massachusetts Avenue	Washington, DC	1	—	12,009	51,527	72,633	—	12,230	123,939	136,169	(40,667)	3/31/1997	1996
440 First Street, NW	Washington, DC	1	—	27,903	38,624	2,233	—	27,903	40,857	68,760	(4,520)	10/2/2017	1982
625 Indiana Avenue	Washington, DC	1	—	26,000	25,955	9,818	—	26,000	35,773	61,773	(9,746)	8/17/2010	1989
840 First Street, NE	Washington, DC	1	—	42,727	73,278	3,546	—	42,727	76,824	119,551	(8,758)	10/2/2017	2003
10350 NW 112th Avenue	Miami, FL	1	—	4,798	2,757	1,014	—	4,798	3,771	8,569	(252)	12/31/2018	2002
7850 Southwest 6th Court	Plantation, FL	1	—	4,800	30,592	491	—	4,800	31,083	35,883	(8,231)	5/12/2011	1999
8900 Grand Oak Circle	Tampa, FL	1	—	1,100	11,773	1,134	—	1,100	12,907	14,007	(3,451)	10/15/2010	1994
180 Ted Turner Drive SW	Atlanta, GA	1	—	5,717	20,017	632	—	5,717	20,649	26,366	(4,824)	7/25/2012	2007
1224 Hammond Drive	Atlanta, GA	1	—	13,040	135,459	6,549	—	13,040	142,008	155,048	(2,171)	6/25/2021	2020
Corporate Square	Atlanta, GA	5	—	3,996	29,762	28,004	—	3,996	57,766	61,762	(18,642)	7/16/2004	1967
Executive Park	Atlanta, GA	1	—	1,521	11,826	4,123	—	1,521	15,949	17,470	(7,759)	7/16/2004	1972
One Georgia Center	Atlanta, GA	1	—	10,250	27,933	16,756	—	10,250	44,689	54,939	(9,744)	9/30/2011	1968
One Primerica Parkway	Duluth, GA	1	—	6,927	22,951	—	—	6,927	22,951	29,878	(1,908)	12/31/2018	2013
4712 Southpark Boulevard	Ellenwood, GA	1	—	1,390	19,635	118	—	1,390	19,753	21,143	(4,651)	7/25/2012	2005
91-209 Kuhela Street	Kapolei, HI	1	—	1,998	—	3	—	1,992	9	2,001	—	12/31/2018	Land
8305 NW 62nd Avenue	Johnston, IA	1	—	2,649	7,997	—	—	2,649	7,997	10,646	(665)	12/31/2018	2011
1185, 1249 & 1387 S. Vinnell Way	Boise, ID	3	—	3,390	29,026	1,016	—	3,390	30,042	33,432	(7,019)	9/11/2012	1996; 1997; 2002
2020 S. Arlington Heights	Arlington Heights, IL	1	—	1,450	13,588	1,672	—	1,450	15,260	16,710	(4,204)	12/29/2009	1988
400 South Jefferson Street	Chicago, IL	1	49,711	19,379	20,115	779	—	19,379	20,894	40,273	(1,744)	12/31/2018	1947
1000 W. Fulton	Chicago, IL	1	—	42,935	258,348	50	—	42,935	258,398	301,333	(4,473)	6/24/2021	2015
HUB 1415	Naperville, IL	1	—	12,333	20,586	12,056	—	12,333	32,642	44,975	(2,681)	12/31/2018	2001
440 North Fairway Drive	Vernon Hills, IL	1	—	4,465	441	—	—	4,465	441	4,906	(38)	12/31/2018	1992
7601 and 7635 Interactive Way	Indianapolis, IN	2	—	3,337	14,522	34	—	3,337	14,556	17,893	(1,136)	12/31/2018	2003

				Initial Cost to Company		Costs Capitalized Subsequent to Acquisition		Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)	Land	Buildings and Equipment		Impairments/ Writedowns	Land	Buildings and Equipment	Total (2)	Accumulated Depreciation (3)	Date(s) Acquired	Original Construction Date(s)
Intech Park	Indianapolis, IN	3	—	4,170	69,759	9,542	—	4,170	79,301	83,471	(20,726)	10/14/2011	2000; 2001; 2008
The Atrium at Circleport II	Erlanger, KY	1	—	1,796	1,933	578	—	1,796	2,511	4,307	(287)	12/31/2018	1999
7125 Industrial Road	Florence, KY	1	—	1,698	11,722	293	—	1,698	12,015	13,713	(2,711)	12/31/2012	1980
251 Causeway Street	Boston, MA	3	—	26,851	36,756	3,665	—	26,851	40,421	67,272	(6,205)	8/17/2010; 8/3/2021	1987
The Connect	Chelmsford, MA	2	—	4,700	—	8,256	—	4,700	8,256	12,956	(496)	12/31/2018	1984
75 Pleasant Street	Malden, MA	1	—	1,050	31,086	877	—	1,050	31,963	33,013	(9,349)	5/24/2010	2008
25 Newport Avenue	Quincy, MA	1	—	2,700	9,199	1,593	—	2,700	10,792	13,492	(2,823)	2/16/2011	1985
314 Littleton Road	Westford, MA	1	—	5,691	8,487	47	—	5,691	8,534	14,225	(717)	12/31/2018	2007
Annapolis Commerce Center	Annapolis, MD	2	—	4,057	7,665	4,599	—	4,057	12,264	16,321	(1,121)	10/2/2017	1989
4201 Patterson Avenue	Baltimore, MD	1	—	901	8,097	4,134	(85)	893	12,154	13,047	(6,291)	10/15/1998	1989
7001 Columbia Gateway Drive	Columbia, MD	1	—	5,642	10,352	399	—	5,642	10,751	16,393	(939)	12/31/2018	2008
Hillside Center	Columbia, MD	2	—	3,437	4,228	934	—	3,437	5,162	8,599	(643)	10/2/2017	2001
TenThreeTwenty	Columbia, MD	1	—	3,126	16,361	1,932	—	3,126	18,293	21,419	(2,370)	10/2/2017	1982
3300 75th Avenue	Landover, MD	1	—	4,110	36,371	3,140	—	4,110	39,511	43,621	(11,474)	2/26/2010	1985
Redland 520/530	Rockville, MD	3	—	12,714	61,377	4,267	—	12,714	65,644	78,358	(7,105)	10/2/2017	2008
Redland 540	Rockville, MD	1	—	10,740	17,714	6,113	—	10,740	23,827	34,567	(4,390)	10/2/2017	2003
Rutherford Business Park	Windsor Mill, MD	1	—	1,598	10,219	545	—	1,598	10,764	12,362	(2,438)	11/16/2012	1972
3550 Green Court	Ann Arbor, MI	1	—	3,630	4,857	—	—	3,630	4,857	8,487	(429)	12/31/2018	1998
11411 E. Jefferson Avenue	Detroit, MI	1	—	630	18,002	567	—	630	18,569	19,199	(5,358)	4/23/2010	2009
Rosedale Corporate Plaza	Roseville, MN	1	—	672	6,045	1,547	—	672	7,592	8,264	(4,338)	12/1/1999	1987
1300 Summit Street	Kansas City, MO	1	—	2,776	12,070	900	—	2,776	12,970	15,746	(2,978)	9/27/2012	1998
2555 Grand Boulevard	Kansas City, MO	1	—	4,209	51,522	4,402	—	4,209	55,924	60,133	(4,550)	12/31/2018	2003
4241 NE 34th Street	Kansas City, MO	1	—	1,133	5,649	4,705	—	1,470	10,017	11,487	(4,995)	3/31/1997	1995
1220 Echelon Parkway	Jackson, MS	1	—	440	25,458	529	—	440	25,987	26,427	(6,103)	7/25/2012	2009
2300 and 2400 Yorkmont Road	Charlotte, NC	2	—	1,334	19,075	2,509	—	1,334	21,584	22,918	(1,966)	12/31/2018	1995
18010 and 18020 Burt Street	Omaha, NE	2	—	6,977	12,500	—	—	6,977	12,500	19,477	(1,039)	12/31/2018	2012
500 Charles Ewing Boulevard	Ewing, NJ	1	—	4,808	26,002	—	—	4,808	26,002	30,810	(2,162)	12/31/2018	2012
299 Jefferson Road	Parsippany, NJ	1	—	4,543	2,914	865	—	4,543	3,779	8,322	(386)	12/31/2018	2011

				Initial Cost to Company		Costs Capitalized Subsequent to Acquisition		Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)	Land	Buildings and Equipment		Impairments/ Writedowns	Land	Buildings and Equipment	Total (2)	Accumulated Depreciation (3)	Date(s) Acquired	Original Construction Date(s)
One Jefferson Road	Parsippany, NJ	1	—	4,415	5,249	63	—	4,415	5,312	9,727	(439)	12/31/2018	2009
Airline Corporate Center	Colonie, NY	1	—	790	6,400	1,141	—	790	7,541	8,331	(1,652)	6/22/2012	2004
5000 Corporate Court	Holtsville, NY	1	—	6,530	17,711	4,330	—	6,530	22,041	28,571	(5,956)	8/31/2011	2000
1212 Pittsford - Victor Road	Pittsford, NY	1	—	608	78	538	—	608	616	1,224	(67)	12/31/2018	1965
2231 Schrock Road	Columbus, OH	1	—	716	217	283	—	716	500	1,216	(63)	12/31/2018	1999
4600 25th Avenue	Salem, OR	1	—	6,510	17,973	6,355	—	6,510	24,328	30,838	(5,918)	12/20/2011	1957
8800 Tinicum Boulevard	Philadelphia, PA	1	—	5,573	22,686	2,396	—	5,573	25,082	30,655	(1,976)	12/31/2018	2000
446 Wrenplace Road	Fort Mill, SC	1	—	5,031	22,524	—	—	5,031	22,524	27,555	(577)	12/22/2020	2019
9680 Old Bailes Road	Fort Mill, SC	1	—	834	2,944	53	—	834	2,997	3,831	(247)	12/31/2018	2007
16001 North Dallas Parkway	Addison, TX	2	—	10,282	63,071	945	—	10,282	64,016	74,298	(5,636)	12/31/2018	1987
Research Park	Austin, TX	2	—	4,258	13,747	247	—	4,258	13,994	18,252	(2,103)	12/31/2018	1999
10451 Clay Road	Houston, TX	1	—	5,495	10,253	—	—	5,495	10,253	15,748	(854)	12/31/2018	2013
202 North Castlegory Road	Houston, TX	1	—	863	5,024	—	—	863	5,024	5,887	(393)	12/31/2018	2016
6380 Rogerdale Road	Houston, TX	1	—	12,628	6,113	1,092	—	12,628	7,205	19,833	(550)	12/31/2018	2006
4221 W. John Carpenter Freeway	Irving, TX	1	—	1,413	2,365	1,843	—	1,413	4,208	5,621	(736)	12/31/2018	1995
8675,8701-8711 Freeport Pkwy and 8901 Esters Boulevard	Irving, TX	3	—	10,185	31,566	68	—	10,185	31,634	41,819	(2,625)	12/31/2018	1990
1511 East Common Street	New Braunfels, TX	1	—	4,965	1,266	222	—	4,965	1,488	6,453	(124)	12/31/2018	2005
2900 West Plano Parkway	Plano, TX	1	—	6,819	8,831	—	—	6,819	8,831	15,650	(734)	12/31/2018	1998
3400 West Plano Parkway	Plano, TX	1	—	4,543	15,964	321	—	4,543	16,285	20,828	(1,369)	12/31/2018	1994
3600 Wiseman Boulevard	San Antonio, TX	1	—	3,493	6,662	3,300	—	3,493	9,962	13,455	(1,129)	12/31/2018	2004
701 Clay Road	Waco, TX	1	—	2,030	8,708	14,327	—	2,060	23,005	25,065	(7,173)	12/23/1997	1997
1800 Novell Place	Provo, UT	1	—	7,487	43,487	124	—	7,487	43,611	51,098	(3,906)	12/31/2018	2000
4885-4931 North 300 West	Provo, UT	2	—	3,915	9,429	21	—	3,915	9,450	13,365	(834)	12/31/2018	2009
14660, 14672 & 14668 Lee Road	Chantilly, VA	3	—	6,966	74,214	6,172	—	6,966	80,386	87,352	(10,355)	12/22/2016	1998; 2002; 2006
1434 Crossways	Chesapeake, VA	2	—	3,617	19,527	2,673	—	3,617	22,200	25,817	(2,680)	10/2/2017	1998
Enterchange at Meadowville	Chester, VA	1	—	1,478	9,594	424	—	1,478	10,018	11,496	(2,077)	8/28/2013	1999
Three Flint Hill	Fairfax, VA	1	—	5,991	25,536	3,118	—	5,991	28,654	34,645	(4,356)	10/2/2017	1984
7987 Ashton Avenue	Manassas, VA	1	—	1,562	8,253	1,059	—	1,562	9,312	10,874	(1,311)	1/3/2017	1989
Two Commercial Place	Norfolk, VA	1	—	4,494	21,508	575	—	4,494	22,083	26,577	(1,744)	12/31/2018	1974

					Initial Cost to Company				Costs Capitalized Subsequent to Acquisition				Cost amount carried at Close of Period
Property	Location	Number of Properties	Encumbrances (1)		Land		Buildings and Equipment				Impairments/ Writedowns		Land		Buildings and Equipment		Total (2)		Accumulated Depreciation (3)		Date(s) Acquired	Original Construction Date(s)
1759 & 1760 Business Center Drive	Reston, VA	2	—		9,066		78,658		7,007		—		9,066		85,665		94,731		(15,947)		5/28/2014	1987
1775 Wiehle Avenue	Reston, VA	1	—		4,138		26,120		2,000		—		4,138		28,120		32,258		(3,312)		10/2/2017	2001
9201 Forest Hill Avenue	Richmond, VA	1	—		1,344		375		466		—		1,344		841		2,185		(100)		12/31/2018	1985
9960 Mayland Drive	Richmond, VA	1	—		2,614		15,930		3,392		—		2,614		19,322		21,936		(3,720)		5/20/2014	1994
Parham Place	Richmond, VA	3	—		913		1,099		563		—		913		1,662		2,575		(132)		12/31/2018	1989; 2012
1751 Blue Hills Drive	Roanoke, VA	1	—		2,689		7,761		—		—		2,689		7,761		10,450		(645)		12/31/2018	2003
Atlantic Corporate Park	Sterling, VA	2	—		5,752		29,316		2,713		—		5,752		32,029		37,781		(3,499)		10/2/2017	2008
Orbital Sciences Campus	Sterling, VA	3	—		12,275		19,320		780		—		12,275		20,100		32,375		(1,754)		12/31/2018	2001
Sterling Business Park Lots 8 and 9	Sterling, VA	1	—		5,871		44,324		103		—		5,871		44,427		50,298		(4,714)		10/2/2017	2016
65 Bowdoin Street	S. Burlington, VT	1	—		700		8,416		140		—		700		8,556		9,256		(2,524)		4/9/2010	2009
840 North Broadway	Everett, WA	2	—		3,360		15,376		3,228		—		3,360		18,604		21,964		(4,189)		6/28/2012	1985
Stevens Center	Richland, WA	2	—		3,970		17,035		5,594		—		4,042		22,557		26,599		(12,408)		3/31/1997	1995
351, 401, 501 Elliott Ave West	Seattle, WA	3	—		26,640		52,740		5,782		—		26,640		58,522		85,162		(4,705)		12/31/2018	2000
5353 Yellowstone Road	Cheyenne, WY	1	—		1,915		8,217		1,882		—		1,950		10,064		12,014		(5,551)		3/31/1997	1995
		174	$	98,178	$	875,529	$	2,658,896	$	388,903	$	(12,242)	$	874,108	$	3,036,978	$	3,911,086	$	(495,912)
Properties Held for Sale
2115 East Jefferson Street (4)	Rockville, MD	1	—		3,349		11,152		592		(8,646)		1,678		4,769		6,447		—		8/27/2013	1981
Greenbrier Towers (5)	Chesapeake, VA	2	—		3,437		11,241		3,067		—		3,437		14,308		17,745		(2,354)		10/2/2017	1985
11050 West Liberty Drive	Milwaukee, WI	1	—		945		4,539		103		(1,989)		781		2,817		3,598		—		6/9/2011	2006
		4	—		7,731		26,932		3,762		(10,635)		5,896		21,894		27,790		(2,354)
		178	$	98,178	$	883,260	$	2,685,828	$	392,665	$	(22,877)	$	880,004	$	3,058,872	$	3,938,876	$	(498,266)

(1) Represents mortgage debt, net of the unamortized balance of the fair value adjustments and debt issuance costs totaling $123.

(2) Excludes the value of real estate intangibles. Aggregate cost for federal income tax purposes is approximately $7,358,924.

(3) Depreciation on building and improvements is provided for periods ranging up to 40 years and on equipment up to 12 years.

(4) This property was sold in January 2022.

(5) These properties were sold in February 2022.

An analysis of the carrying amount of real estate properties and accumulated depreciation is as follows:

	Real Estate Properties		Accumulated Depreciation
Balance at December 31, 2018	$	3,944,636	$	375,147
Additions	66,221		89,398
Loss on asset impairment	(22,255)		—
Disposals	(424,302)		(64,167)
Cost basis adjustment (1)	(9,169)		(9,169)
Reclassification of assets of properties held for sale	(61,900)		(3,553)
Balance at December 31, 2019	3,493,231		387,656
Additions	122,116		83,828
Loss on asset impairment	(2,954)		—
Disposals	(31,193)		(13,125)
Cost basis adjustment (1)	(3,968)		(3,968)
Reclassification of assets of properties held for sale	(55,089)		(2,477)
Balance at December 31, 2020	3,522,143		451,914
Additions	584,805		92,266
Loss on asset impairment	(58,696)		—
Disposals	(72,137)		(8,675)
Cost basis adjustment (1)	(37,239)		(37,239)
Reclassification of assets of properties held for sale	(27,790)		(2,354)
Balance at December 31, 2021	$	3,911,086	$	495,912

(1)    Represents the reclassification between accumulated depreciation and building made to certain properties reclassified as assets of properties held for sale at fair value less costs to sell in accordance with GAAP.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation. These consolidated financial statements include the accounts of us and our subsidiaries, all of which are wholly owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.

Real Estate Properties

Real Estate Properties. We record our properties at cost and provide depreciation on real estate investments on a straight line basis over estimated useful lives generally ranging from 7 to 40 years. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives.

We allocate the purchase prices of our properties to land, buildings and improvements based on determinations of the relative fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. We allocate a portion of the purchase price of our properties to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to the accompanying consolidated financial statements. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amounts over the estimated life of the relationships. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the assets acquired to goodwill.

We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases. Such amortization resulted in net decreases to rental income of $2,288, $5,440 and $2,710 during the years ended December 31, 2021, 2020 and 2019, respectively. We amortize the value of acquired in place leases (included in acquired real estate leases, net in our consolidated balance sheets), exclusive of the value of above market and below market acquired in place leases, over the terms of the associated leases. Such amortization, which is included in depreciation and amortization expense, amounted to $142,538, $161,752 and $195,268 during the years ended December 31, 2021, 2020 and 2019, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease.

We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets. 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 consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long lived assets. If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives.

Cash and Cash Equivalents

Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash

Restricted Cash. Restricted cash consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts.

Deferred Leasing Costs

Deferred Leasing Costs. Deferred leasing costs include brokerage costs and inducements associated with our entering leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction to rental income, on a straight line basis over the terms of the respective leases. Legal costs associated with the execution of our leases are expensed as incurred and included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We recorded amortization of deferred leasing costs of $6,691, $5,985 and $5,216, and reductions to rental income related to the amortization of inducements of $1,187, $902 and $757 for the years ended December 31, 2021, 2020 and 2019, respectively.

Debt Issuance Costs

Debt Issuance Costs. Costs related to the issuance or assumption of debt are capitalized and amortized to interest expense over the terms of the respective loans. Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets in our consolidated balance sheets. As of December 31, 2021 and 2020, debt issuance costs for our revolving credit facility were $4,125 and accumulated amortization of debt issuance costs for our revolving credit facility were $3,079 and $2,069, respectively. Debt issuance costs, net of accumulated amortization, for our senior unsecured notes and mortgage notes payable are presented as a direct deduction from the associated debt liability in our consolidated balance sheets.

Equity Securities

Equity Securities. We previously owned 2,801,060 common shares of class A common stock of The RMR Group Inc., or RMR Inc. Prior to the sale of our shares of RMR Inc. class A common stock on July 1, 2019, our equity securities were recorded at fair value based on their quoted market price at the end of each reporting period.

Equity Method Investments

Equity Method Investments. We previously accounted for our investment in Affiliates Insurance Company, or AIC, until AIC was dissolved on February 13, 2020, using the equity method of accounting. Significant influence was present through common representation on the boards of trustees or directors of us and AIC. See Note 6 for more information regarding our investment in AIC.

We also have noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties. The properties owned by these joint ventures are encumbered by an aggregate of $82,000 of mortgage indebtedness. We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investments in these joint ventures under the equity method of accounting. See Note 3 for more information regarding our unconsolidated joint ventures.

We periodically evaluate our equity method investments for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. These indicators may include the length of time and the extent to which the market value of our investment is below our carrying value, the financial condition of our investees, our intent and ability to be a long term holder of the investment and other considerations. If the decline in fair value is judged to be other than temporary, we record an impairment charge to adjust the basis of the investment to its estimated fair value.

Revenue Recognition

Revenue Recognition. We are a lessor of commercial office properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the physical space specified in the leases; therefore, we have determined to evaluate our leases as lease arrangements.

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.

Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have made the policy election to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We apply Accounting Standards Codification 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).

Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. See Note 4 for more information regarding our leases.

Income Taxes

Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, accordingly, we generally will not be subject to federal income taxes provided we distribute our taxable income and meet certain other requirements to qualify for taxation as a REIT. We are, however, subject to certain state and local taxes.

Cumulative Other Comprehensive Income

Cumulative Other Comprehensive Income (Loss). Cumulative other comprehensive income (loss) represents our share of the cumulative comprehensive income and losses of our equity method investees.

Per Common Share Amounts

Per Common Share Amounts. We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial ownership, $.01 par value, or our common shares, outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.

Use of Estimates

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

Segment Reporting

Segment Reporting. We operate in one business segment: direct ownership of real estate properties.

New Accounting Pronouncements

New Accounting Pronouncements. In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, or ASU No. 2021-08, which requires that an acquirer account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The acquiring entity shall recognize and measure the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, rather than at fair value at the acquisition date. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. On October 1, 2021, we early adopted ASU No. 2021-08. The adoption of ASU No. 2021-08 did not have an impact on our consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Real Estate Properties

As of December 31, 2021 and 2020, our acquired real estate leases and assumed real estate lease obligations, excluding properties classified as held for sale, were as follows:

	December 31,
	2021		2020
Acquired real estate leases:
Capitalized above market lease values	$	29,925	$	34,972
Less: accumulated amortization	(17,945)		(19,291)
Capitalized above market lease values, net	11,980		15,681
Lease origination value	885,250		868,459
Less: accumulated amortization	(391,601)		(335,197)
Lease origination value, net	493,649		533,262
Acquired real estate leases, net	$	505,629	$	548,943
Assumed real estate lease obligations:
Capitalized below market lease values	$	29,488	$	21,092
Less: accumulated amortization	(12,454)		(10,504)
Assumed real estate lease obligations, net	$	17,034	$	10,588

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Real Estate Properties (Tables)

12 Months Ended

Dec. 31, 2021

Real Estate [Abstract]

Schedule of Business Acquisitions, by Acquisition

We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets and assumed liabilities as follows:

Acquisition Date	Location	Number of Properties	Rentable Square Feet	Purchase Price		Land		Buildings and Improvements		Acquired Real Estate Leases		Assumed Real Estate Lease Obligations
June 2021	Chicago, IL (1)	1	531,000	$	368,331	$	42,935	$	258,348	$	76,136	$	(9,088)
June 2021	Atlanta, GA	1	346,000	180,602		13,040		135,459		32,103		—
August 2021	Boston, MA	1	49,000	27,545		16,103		10,217		1,225		—
		3	926,000	$	576,478	$	72,078	$	404,024	$	109,464	$	(9,088)

(1)Purchase price includes an adjustment of $13,031 to record an estimated real estate tax liability as of the acquisition date.We allocated the purchase prices of these acquisitions based on the relative estimated fair values of the acquired assets as follows:

Acquisition Date	Location	Number of Properties	Rentable Square Feet	Purchase Price		Land		Buildings and Improvements		Acquired Real Estate Leases
February 2020	Boston, MA	1	13,000	$	11,864	$	2,618	$	9,246	$	—
December 2020	Fort Mill, SC	1	150,000	35,351		5,031		22,526		7,794
		2	163,000	$	47,215	$	7,649	$	31,772	$	7,794

Schedule of Disposal Groups

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
January 2021	—	Kansas City, MO (2) (3)	10,000	$	845	$	(63)	$	—
January 2021	1	Richmond, VA (2)	311,000	130,000		54,181		—
April 2021	1	Huntsville, AL	1,371,000	39,000		—		5,383
July 2021	1	Fresno, CA	532,000	6,000		—		33,902
July 2021	1	Liverpool, NY	38,000	650		31		—
August 2021	1	Memphis, TN	205,000	15,270		287		—
September 2021	1	Stoneham, MA	98,000	6,650		(282)		5,911
October 2021	—	Sterling, VA (4)	—	28,500		24,200		—
	6		2,565,000	$	226,915	$	78,354	$	45,196

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)Properties were classified as held for sale as of December 31, 2020.

(3)Consists of a warehouse facility adjacent to a property we own located in Kansas City, MO.

(4)Consists of two vacant land parcels adjacent to properties we own located in Sterling, VA.

As of December 31, 2021, the following four properties met the criteria to be classified as held for sale in our consolidated balance sheet:

Date of Sale Agreement	Location	Number of Properties	Rentable Square Feet	Gross  Sales Price (1)		Loss on Impairment of Real Estate
December 2021	Rockville, MD (2)	1	129,000	$	6,750	$	6,236
December 2021	Chesapeake, VA (3)	2	172,000	18,945		—
January 2022	Milwaukee, WI	1	29,000	3,850		755
		4	330,000	$	29,545	$	6,991

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)The sale of this property was completed in January 2022.

(3)The sale of these properties was completed in February 2022.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
January 2020	2	Stafford, VA	65,000	$	14,063	$	4,771	$	—
January 2020	1	Windsor, CT	97,000	7,000		314		—
February 2020	1	Lincolnshire, IL	223,000	12,000		1,179		—
March 2020	1	Trenton, NJ (2)	267,000	30,100		(179)		—
March 2020	1	Fairfax, VA	83,000	22,200		4,754		—
October 2020	4	Fairfax, VA	171,000	25,100		16		2,954
	10		906,000	$	110,463	$	10,855	$	2,954

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)We recorded a $9,454 loss on impairment of real estate during the year ended December 31, 2019 to adjust the carrying value of this property to its fair value less costs to sell.

Date of Sale	Number of Properties	Location	Rentable Square Feet	Gross  Sales Price (1)		Gain (Loss) on Sale of Real Estate		Loss on Impairment of Real Estate
February 2019	34	Northern Virginia and Maryland	1,636,000	$	198,500	$	—	$	732
March 2019	1	Washington, D.C. (2)	129,000	70,000		22,075		—
May 2019	1	Buffalo, NY	122,000	16,900		—		5,137
May 2019	1	Maynard, MA	287,000	5,000		(227)		—
June 2019	1	Kapolei, HI	417,000	7,100		—		—
July 2019	1	San Jose, CA	72,000	14,000		(270)		—
July 2019	1	Nashua, NH	322,000	25,000		8,401		—
August 2019	1	Arlington, TX	182,000	14,900		187		—
August 2019	1	Rochester, NY	95,000	4,765		(104)		—
August 2019	1	Hanover, PA	502,000	5,500		(417)		—
August 2019	1	San Antonio, TX	618,000	198,000		3,869		—
September 2019	1	Topeka, KS	144,000	15,600		36		—
September 2019	1	Falling Waters, WV	40,000	650		—		2,179
September 2019	1	San Diego, CA	44,000	8,950		3,062		—
October 2019	3	Columbia, SC	181,000	10,750		—		3,581
November 2019	3	Metro DC - MD	373,000	61,938		1,177		—
December 2019	1	San Diego, CA	148,000	23,750		6,823		—
December 2019	1	Phoenix, AZ	123,000	12,850		860		—
December 2019	1	Houston, TX	497,000	130,000		59,992		—
December 2019	1	Kansas City, KS	171,000	11,700		—		1,172
December 2019	1	San Jose, CA	76,000	13,000		(333)		—
	58		6,179,000	$	848,853	$	105,131	$	12,801

(1)Gross sales price is the gross contract price, excluding closing costs.

(2)Represents an individually significant disposition.

Schedule of Joint Ventures

As of December 31, 2021 and 2020, our investments in unconsolidated joint ventures consisted of the following:

	OPI Ownership	OPI Carrying Value of Investments at December 31,				Number of Properties	Location	Rentable Square Feet
Joint Venture		2021		2020
Prosperity Metro Plaza	51%	$	20,672	$	21,888	2	Fairfax, VA	329,000
1750 H Street, NW	50%	14,166		16,063		1	Washington, D.C.	115,000
Total		$	34,838	$	37,951	3		444,000

The following table provides a summary of the mortgage debt of our two unconsolidated joint ventures:

Joint Venture	Interest Rate (1)	Maturity Date	Principal Balance at December 31, 2021 and 2020 (2)
Prosperity Metro Plaza	4.09%	12/1/2029	$	50,000
1750 H Street, NW	3.69%	8/1/2024	32,000
Weighted Average/Total	3.93%		$	82,000

(1)Includes the effect of mark to market purchase accounting.

(2)Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we do not own. None of the debt is recourse to us.

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Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity

The following operating lease maturity analysis presents the future contractual lease payments to be received by us through 2053 as of December 31, 2021:

Year	Amount
2022	$	456,350
2023	422,139
2024	360,282
2025	296,945
2026	253,313
Thereafter	1,267,710
Total	$	3,056,739

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Indebtedness (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

At December 31, 2021 and 2020, our outstanding indebtedness consisted of the following:

	December 31,
	2021		2020
Revolving credit facility, due in 2023	$	—	$	—
Senior unsecured notes, 4.15% interest rate, due in 2022 (1)	—		300,000
Senior unsecured notes, 4.00% interest rate, due in 2022	300,000		300,000
Senior unsecured notes, 4.25% interest rate, due in 2024	350,000		350,000
Senior unsecured notes, 4.50% interest rate, due in 2025	650,000		650,000
Senior unsecured notes, 2.650% interest rate, due in 2026 (2)	300,000		—
Senior unsecured notes, 2.400% interest rate, due in 2027 (3)	350,000		—
Senior unsecured notes, 3.450% interest rate, due in 2031 (4)	400,000		—
Senior unsecured notes, 5.875% interest rate, due in 2046 (5)	—		310,000
Senior unsecured notes, 6.375% interest rate, due in 2050	162,000		162,000
Mortgage note payable, 8.150% interest rate, due in 2021 (6)	—		350
Mortgage note payable, 4.220% interest rate, due in 2022 (7)	25,055		25,804
Mortgage note payable, 3.550% interest rate, due in 2023 (8)	—		71,000
Mortgage note payable, 3.700% interest rate, due in 2023	50,000		50,000
Mortgage note payable, 4.800% interest rate, due in 2023	23,246		23,688
	2,610,301		2,242,842
Unamortized debt premiums, discounts and issuance costs	(32,351)		(39,871)
	$	2,577,950	$	2,202,971

(1)These senior notes were redeemed in September 2021.

(2)These senior notes were issued in May 2021.

(3)These senior notes were issued in August 2021.

(4)These senior notes were issued in September 2021.

(5)These senior notes were redeemed in June 2021.

(6)This mortgage note was paid in full as of its maturity date.

(7)In February 2022, we gave notice of our intention to prepay this mortgage note at par plus accrued interest. We expect to make this prepayment in April 2022.

(8)This mortgage note was prepaid in June 2021.

Schedule of Required Principal Payments

The required principal payments due during the next five years and thereafter under all our outstanding consolidated debt as of December 31, 2021 are as follows:

Year	Principal Payment
2022 (1)	$	325,517
2023	72,784
2024	350,000
2025	650,000
2026	300,000
Thereafter	912,000
Total	$	2,610,301	(2)

(1)In February 2022, we gave notice of our intention to prepay, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $25,055 at December 31, 2021, an annual interest rate of 4.22% and a maturity date in July 2022.

(2)Total consolidated debt outstanding as of December 31, 2021, net of unamortized premiums, discounts and issuance costs totaling $32,351, was $2,577,950.

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Fair Value of Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Assets Measured at Fair Value

The following table presents certain of our assets measured at fair value at December 31, 2021, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

			Fair Value at Reporting Date Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Non-recurring Fair Value Measurements Assets
Assets of properties held for sale (1)	$	10,600	$	—	$	10,600	$	—

(1)We recorded impairment charges of $6,991 to reduce the carrying value of two properties that are classified as held for sale in our consolidated balance sheet to their estimated fair value, less estimated costs to sell of $555, based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP). See Note 3 for more information.

Schedule of Fair Value and Carrying Value of Financial Instruments

At December 31, 2021 and 2020, the fair values of our financial instruments approximated their carrying values in our consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

	As of December 31, 2021				As of December 31, 2020
Financial Instrument	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value
Senior unsecured notes, 4.15% interest rate, due in 2022 (2)	$	—	$	—	$	298,853	$	306,192
Senior unsecured notes, 4.00% interest rate, due in 2022	299,500		304,148		298,579		306,756
Senior unsecured notes, 4.25% interest rate, due in 2024	344,581		365,449		342,299		365,435
Senior unsecured notes, 4.50% interest rate, due in 2025	639,370		687,749		635,921		688,399
Senior unsecured notes, 2.650% interest rate, due in 2026 (3)	297,213		298,502		—		—
Senior unsecured notes, 2.400% interest rate, due in 2027 (4)	346,845		339,764		—		—
Senior unsecured notes, 3.450% interest rate, due in 2031 (5)	395,744		388,458		—		—
Senior unsecured notes, 5.875% interest rate, due in 2046 (6)	—		—		301,264		322,028
Senior unsecured notes, 6.375% interest rate, due in 2050	156,519		177,098		156,326		171,590
Mortgage notes payable	98,178		100,294		169,729		174,952
Total	$	2,577,950	$	2,661,462	$	2,202,971	$	2,335,352

(1)Includes unamortized debt premiums, discounts and issuance costs totaling $32,351 and $39,871 as of December 31, 2021 and 2020, respectively.

(2)These senior notes were redeemed in September 2021.

(3)These senior notes were issued in May 2021.

(4)These senior notes were issued in August 2021.

(5)These senior notes were issued in September 2021.

(6)These senior notes were redeemed in June 2021.

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Summary of Shares Granted And Vested Under The Terms of The Entity's 2009 Plan

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2021, 2020 and 2019, is as follows:

	2021			2020			2019
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	157,521	$	29.26	106,680	$	40.16	55,321	$	73.25
Awarded	145,800	$	26.28	136,600	$	23.77	136,100	$	28.84
Forfeited	(700)	$	25.97	(586)	$	43.75	(1,474)	$	49.10
Vested	(120,397)	$	30.24	(85,173)	$	34.02	(83,267)	$	27.78
Unvested at end of year	182,224	$	26.23	157,521	$	29.26	106,680	$	40.16

Schedule of Dividends

During the years ended December 31, 2021, 2020 and 2019, we paid distributions on our common shares as follows:

	Annual Per Share Distribution		Total Distributions		Characterization of Distributions
Year					Return of Capital	Ordinary Income	Qualified Dividend
2021	$	2.20	$	106,368	—%	100.00%	—%
2020	$	2.20	$	106,121	—%	100.00%	—%
2019	$	2.20	$	105,868	—%	100.00%	—%

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Organization (Details) ft² in Thousands	12 Months Ended
	Dec. 31, 2021 ft² joint_venture property	Dec. 31, 2020 ft²
Real Estate Properties [Line Items]
Number of properties (in properties) | property	178
Rentable area of properties (in square feet) | ft²	926	163
Number of joint ventures | joint_venture	2
Unconsolidated Joint Ventures
Real Estate Properties [Line Items]
Number of properties (in properties) | property	3
Rentable area of properties (in square feet) | ft²	444
Number of joint ventures | joint_venture	2
Joint Venture Property 1
Real Estate Properties [Line Items]
Percentage of ownership interest	51.00%
Joint Venture Property 2
Real Estate Properties [Line Items]
Percentage of ownership interest	50.00%

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Summary of Significant Accounting Policies - Real Estate Properties, Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Real Estate [Line Items]
Net decreases to rental income from amortization of capitalized above market and below market leases	$ 2,288	$ 5,440	$ 2,710
Amortization of the value of leases	144,826	167,192	197,978
Projected future amortization of net intangible lease assets and liabilities, excluding those classified as discontinued operations
2022	121,814
2023	99,643
2024	77,107
2025	56,168
2026	41,393
Thereafter	$ 92,470
Minimum | Buildings and Improvements
Real Estate [Line Items]
Property, plant and equipment, useful life	7 years
Maximum | Buildings and Improvements
Real Estate [Line Items]
Property, plant and equipment, useful life	40 years
Weighted Average
Real Estate [Line Items]
Below market, acquired lease amortization period	10 years 3 months 18 days
Above Market Lease | Weighted Average
Real Estate [Line Items]
Acquired lease amortization period	3 years 3 months 18 days
Original Value Lease
Real Estate [Line Items]
Amortization of the value of leases	$ 142,538	$ 161,752	$ 195,268
Original Value Lease | Weighted Average
Real Estate [Line Items]
Acquired lease amortization period	6 years 3 months 18 days

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Summary of Significant Accounting Policies - Schedule of Real Estate Assets and Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Real Estate [Line Items]
Acquired real estate leases, net	$ 505,629	$ 548,943
Capitalized below market lease values	29,488	21,092
Less: accumulated amortization	(12,454)	(10,504)
Assumed real estate lease obligations, net	17,034	10,588
Above Market Lease
Real Estate [Line Items]
Real estate leases	29,925	34,972
Less: accumulated amortization	(17,945)	(19,291)
Acquired real estate leases, net	11,980	15,681
Original Value Lease
Real Estate [Line Items]
Real estate leases	885,250	868,459
Less: accumulated amortization	(391,601)	(335,197)
Acquired real estate leases, net	$ 493,649	$ 533,262

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Summary of Significant Accounting Policies - Deferred Leasing and Debt Issuance Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Amortization of deferred leasing costs	$ 6,691	$ 5,985	$ 5,216
Deferred sales inducement cost, amortization expense	1,187	902	$ 757
Deferred leasing costs, gross	74,469	59,691
Accumulated amortization of deferred leasing costs	20,586	17,065
Future amortization of deferred leasing costs, excluding those classified as discontinued operations
2022	8,536
2023	7,798
2024	6,739
2025	5,784
2026	5,132
Thereafter	19,894
Deferred financing fees, net	16,120	17,545
Future amortization of deferred financing fees
2022	3,514
2023	2,217
2024	2,155
2025	1,669
2026	1,335
Thereafter	6,276
Unsecured Revolving Credit Facility
Future amortization of deferred leasing costs, excluding those classified as discontinued operations
Deferred financing fees, gross	4,125	4,125
Accumulated amortization of deferred financing fees	$ 3,079	$ 2,069

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Summary of Significant Accounting Policies - Equity Securities (Details)	Dec. 31, 2019 shares
Class A Common Shares | RMR Inc
Related Party Transaction [Line Items]
Common shares owned in RMR Inc. (in shares)	2,801,060

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Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) joint_venture property segment $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares	Jun. 05, 2015 USD ($) shares
Schedule of Equity Method Investments [Line Items]
Number of joint ventures | joint_venture	2
Number of properties (in properties) | property	178
Unamortized discount (premium), net	$ 15,232
Common shares of beneficial interest, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Antidilutive securities (in shares) | shares	34,000	14,000	12,000
Number of business segments | segment	1
Joint Venture Property 1
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	51.00%
Joint Venture Property 2
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	50.00%
RMR Inc
Schedule of Equity Method Investments [Line Items]
Equity securities, FV-NI (in shares) | shares				1,541,201
Equity securities, FV-NI, cost				$ 17,462
Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Number of joint ventures | joint_venture	2
Number of properties (in properties) | property	3
Mortgage indebtedness	$ 82,000
Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Number of joint ventures | joint_venture	2
Number of properties (in properties) | property	3
Unconsolidated Joint Ventures | Joint Venture Property 1
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	51.00%
Unconsolidated Joint Ventures | Joint Venture Property 2
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	50.00%
RMR Inc
Schedule of Equity Method Investments [Line Items]
Equity securities, FV-NI				$ 39,833
Amortization of liability	$ 1,087	$ 1,087	$ 1,087
Amortization of liability, year one	1,087
Amortization of liability, year two	1,087
Amortization of liability, year three	1,087
Amortization of liability, year four	1,087
Amortization of liability, year five	1,087
Amortization of liability, thereafter	$ 9,797

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Real Estate Properties - Narrative (Details) ft² in Thousands, $ in Thousands		12 Months Ended
	Feb. 15, 2022 USD ($) ft² property	Dec. 31, 2021 USD ($) ft² joint_venture property lease	Dec. 31, 2020 USD ($) ft² property	Dec. 31, 2019 USD ($) ft² property
Real Estate Properties [Line Items]
Number of properties (in properties) | property		178
Area of properties (in square feet) | ft²		926	163
Real estate aggregate undepreciated carrying value		$ 3,911,086	$ 3,522,143
Number of joint ventures | joint_venture		2
Number of leases entered | lease		85
Rentable square feet (in sqft) | ft²		2,484
Weighted average lease term		9 years 6 months
Expenditures committed on leases		$ 142,318
Operating leases committed expenditures on leases executed in period committed but unspent tenant related obligations		$ 121,754
Continuing Operations
Real Estate Properties [Line Items]
Area of properties (in square feet) | ft²		23,271
Real estate aggregate undepreciated carrying value		$ 3,938,876
Unconsolidated Joint Ventures
Real Estate Properties [Line Items]
Number of properties (in properties) | property		3
Area of properties (in square feet) | ft²		444
Number of joint ventures | joint_venture		2
Joint Venture Property 1
Real Estate Properties [Line Items]
Percentage of ownership interest		51.00%
Joint Venture Property 2
Real Estate Properties [Line Items]
Percentage of ownership interest		50.00%
Disposal Group, Held-for-sale, Not Discontinued Operations
Real Estate Properties [Line Items]
Number of properties (in properties) | property		4
Area of properties (in square feet) | ft²		330
Gross Sales Price, excluding closing costs		$ 29,545
Disposal Group, Held-for-sale, Not Discontinued Operations | Subsequent Event
Real Estate Properties [Line Items]
Number of properties (in properties) | property	1
Area of properties (in square feet) | ft²	29
Gross Sales Price, excluding closing costs	$ 3,850
Disposal Group, Held-for-sale, Not Discontinued Operations | Continuing Operations
Real Estate Properties [Line Items]
Carrying value		$ 27,790
Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of real estate properties sold (in properties) | property			10	58
Number of properties (in properties) | property			10	58
Area of properties (in square feet) | ft²			906	6,179
Gross Sales Price, excluding closing costs			$ 110,463	$ 848,853
Disposal Group, Disposed of by Sale | Kansas City, MO
Real Estate Properties [Line Items]
Number of real estate properties sold (in properties) | property		6

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Real Estate Properties - Acquisition Activities (Details) ft² in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2019 USD ($)	Dec. 31, 2021 USD ($) ft² property	Dec. 31, 2020 USD ($) ft² property
Business Acquisition [Line Items]
Number of properties acquired | property		3	2
Rentable Square Feet (in square feet) | ft²		926	163
Asset acquisition, consideration transferred		$ 576,478	$ 47,215
Purchase price adjustments		1,761
Asset acquisition, acquisition related costs		1,264	590
Assumed Real Estate Lease Obligations		(9,088)
Land
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		72,078	7,649
Buildings and Improvements
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		404,024	31,772
Acquired Real Estate Leases
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		$ 109,464	$ 7,794
Chicago, IL
Business Acquisition [Line Items]
Number of properties acquired | property		1
Rentable Square Feet (in square feet) | ft²		531
Asset acquisition, consideration transferred		$ 368,331
Assumed Real Estate Lease Obligations		(9,088)
Adjustment for estimated tax liability		13,031
Chicago, IL | Land
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		42,935
Chicago, IL | Buildings and Improvements
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		258,348
Chicago, IL | Acquired Real Estate Leases
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		$ 76,136
Atlanta, GA
Business Acquisition [Line Items]
Number of properties acquired | property		1
Rentable Square Feet (in square feet) | ft²		346
Asset acquisition, consideration transferred		$ 180,602
Assumed Real Estate Lease Obligations		0
Atlanta, GA | Land
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		13,040
Atlanta, GA | Buildings and Improvements
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		135,459
Atlanta, GA | Acquired Real Estate Leases
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		$ 32,103
Boston, MA
Business Acquisition [Line Items]
Number of properties acquired | property		1	1
Rentable Square Feet (in square feet) | ft²		49	13
Asset acquisition, consideration transferred	$ 2,900	$ 27,545	$ 11,864
Assumed Real Estate Lease Obligations		0
Boston, MA | Land
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		16,103	2,618
Boston, MA | Buildings and Improvements
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		10,217	9,246
Boston, MA | Acquired Real Estate Leases
Business Acquisition [Line Items]
Asset acquisition, consideration transferred		$ 1,225	$ 0
Fort Mill, SC
Business Acquisition [Line Items]
Number of properties acquired | property			1
Rentable Square Feet (in square feet) | ft²			150
Asset acquisition, consideration transferred			$ 35,351
Fort Mill, SC | Land
Business Acquisition [Line Items]
Asset acquisition, consideration transferred			5,031
Fort Mill, SC | Buildings and Improvements
Business Acquisition [Line Items]
Asset acquisition, consideration transferred			22,526
Fort Mill, SC | Acquired Real Estate Leases
Business Acquisition [Line Items]
Asset acquisition, consideration transferred			$ 7,794

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Real Estate Properties - Disposition Activities (Details) ft² in Thousands, $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Nov. 30, 2021 USD ($) property	Sep. 30, 2021 USD ($) property	Dec. 31, 2021 USD ($) ft² property parcel_of_land	Dec. 31, 2020 USD ($) ft² property	Dec. 31, 2019 USD ($) ft² property
Real Estate Properties [Line Items]
Number of properties (in properties) | property			178
Gain on sale of real estate			$ 78,354	$ 10,855	$ 105,131
Loss on Impairment of Real Estate			$ 62,420	$ 2,954	$ 22,255
Rentable Square Feet (in square feet) | ft²			926	163
Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property				10	58
Rentable Square Feet | ft²			2,565
Gross Sales Price			$ 226,915
Number of Properties (in properties) | property			6
Gain on sale of real estate			$ 78,354	$ 10,855	$ 105,131
Loss on Impairment of Real Estate			$ 45,196	$ 2,954	$ 12,801
Rentable Square Feet (in square feet) | ft²				906	6,179
Gross Sales Price, excluding closing costs				$ 110,463	$ 848,853
Disposal Group, Disposed of by Sale | Mortgage notes payable, 5.9% interest rate, due in 2021 | Mortgage Note Payable
Real Estate Properties [Line Items]
Extinguishment of debt, amount				$ 13,095
Interest rate (as a percent)				5.90%
Disposal Group, Held-for-sale, Not Discontinued Operations
Real Estate Properties [Line Items]
Number of properties (in properties) | property			4
Loss on Impairment of Real Estate			$ 6,991
Rentable Square Feet (in square feet) | ft²			330
Gross Sales Price, excluding closing costs			$ 29,545
Kansas City, MO | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			10
Gross Sales Price			$ 845
Number of Properties (in properties) | property			0
Gain on sale of real estate			$ (63)
Loss on Impairment of Real Estate			$ 0
Richmond, VA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			311
Gross Sales Price			$ 130,000
Number of Properties (in properties) | property			1
Gain on sale of real estate			$ 54,181
Loss on Impairment of Real Estate			$ 0
Huntsville, AL | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			1,371
Gross Sales Price			$ 39,000
Number of Properties (in properties) | property			1
Gain on sale of real estate			$ 0
Loss on Impairment of Real Estate			$ 5,383
Fresno, CA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			532
Gross Sales Price			$ 6,000
Number of Properties (in properties) | property			1
Gain on sale of real estate			$ 0
Loss on Impairment of Real Estate			$ 33,902
Liverpool, NY | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			38
Gross Sales Price			$ 650
Number of Properties (in properties) | property			1
Gain on sale of real estate			$ 31
Loss on Impairment of Real Estate			$ 0
Memphis, TN | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			205
Gross Sales Price			$ 15,270
Number of Properties (in properties) | property			1
Gain on sale of real estate			$ 287
Loss on Impairment of Real Estate			$ 0
Stoneham, MA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Rentable Square Feet | ft²			98
Gross Sales Price			$ 6,650
Number of Properties (in properties) | property			1
Gain on sale of real estate			$ (282)
Loss on Impairment of Real Estate			$ 5,911
Sterling, VA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of Land Parcels | parcel_of_land			2
Rentable Square Feet | ft²			0
Gross Sales Price			$ 28,500
Number of Properties (in properties) | property			0
Gain on sale of real estate			$ 24,200
Loss on Impairment of Real Estate			$ 0
Rockville, MD | Disposal Group, Held-for-sale, Not Discontinued Operations
Real Estate Properties [Line Items]
Number of properties (in properties) | property			1
Loss on Impairment of Real Estate			$ 6,236
Rentable Square Feet (in square feet) | ft²			129
Gross Sales Price, excluding closing costs			$ 6,750
Chesapeake, VA | Disposal Group, Held-for-sale, Not Discontinued Operations
Real Estate Properties [Line Items]
Number of properties (in properties) | property			2
Loss on Impairment of Real Estate			$ 0
Rentable Square Feet (in square feet) | ft²			172
Gross Sales Price, excluding closing costs			$ 18,945
Milwaukee, WI | Disposal Group, Held-for-sale, Not Discontinued Operations
Real Estate Properties [Line Items]
Number of properties (in properties) | property			1
Loss on Impairment of Real Estate			$ 755
Rentable Square Feet (in square feet) | ft²			29
Gross Sales Price, excluding closing costs			$ 3,850
Brookhaven, GA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property	5	3
Loss on Impairment of Real Estate			$ 425
Gross Sales Price, excluding closing costs	$ 56,000	$ 10,658
Stafford, VA | Disposal Group, Disposed of by Sale | January 2020
Real Estate Properties [Line Items]
Number of properties (in properties) | property				2
Gain on sale of real estate				$ 4,771
Loss on Impairment of Real Estate				$ 0
Rentable Square Feet (in square feet) | ft²				65
Gross Sales Price, excluding closing costs				$ 14,063
Windsor, CT | Disposal Group, Disposed of by Sale | January 2020
Real Estate Properties [Line Items]
Number of properties (in properties) | property				1
Gain on sale of real estate				$ 314
Loss on Impairment of Real Estate				$ 0
Rentable Square Feet (in square feet) | ft²				97
Gross Sales Price, excluding closing costs				$ 7,000
Lincolnshire, IL | Disposal Group, Disposed of by Sale | February 2020
Real Estate Properties [Line Items]
Number of properties (in properties) | property				1
Gain on sale of real estate				$ 1,179
Loss on Impairment of Real Estate				$ 0
Rentable Square Feet (in square feet) | ft²				223
Gross Sales Price, excluding closing costs				$ 12,000
Trenton, NJ | Disposal Group, Disposed of by Sale | March 2020
Real Estate Properties [Line Items]
Number of properties (in properties) | property				1
Gain on sale of real estate				$ (179)
Loss on Impairment of Real Estate				$ 0	$ 9,454
Rentable Square Feet (in square feet) | ft²				267
Gross Sales Price, excluding closing costs				$ 30,100
Fairfax, VA | Disposal Group, Disposed of by Sale | March 2020
Real Estate Properties [Line Items]
Number of properties (in properties) | property				1
Gain on sale of real estate				$ 4,754
Loss on Impairment of Real Estate				$ 0
Rentable Square Feet (in square feet) | ft²				83
Gross Sales Price, excluding closing costs				$ 22,200
Fairfax, VA | Disposal Group, Disposed of by Sale | October 2020
Real Estate Properties [Line Items]
Number of properties (in properties) | property				4
Gain on sale of real estate				$ 16
Loss on Impairment of Real Estate				$ 2,954
Rentable Square Feet (in square feet) | ft²				171
Gross Sales Price, excluding closing costs				$ 25,100
Northern Virginia and Maryland | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					34
Gain on sale of real estate					$ 0
Loss on Impairment of Real Estate					$ 732
Rentable Square Feet (in square feet) | ft²					1,636
Gross Sales Price, excluding closing costs					$ 198,500
Washington, D.C. | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 22,075
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					129
Gross Sales Price, excluding closing costs					$ 70,000
Buffalo, NY | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 0
Loss on Impairment of Real Estate					$ 5,137
Rentable Square Feet (in square feet) | ft²					122
Gross Sales Price, excluding closing costs					$ 16,900
Maynard, MA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ (227)
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					287
Gross Sales Price, excluding closing costs					$ 5,000
Kapolei, HI | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 0
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					417
Gross Sales Price, excluding closing costs					$ 7,100
San Jose, CA | Disposal Group, Disposed of by Sale | July 2019
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ (270)
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					72
Gross Sales Price, excluding closing costs					$ 14,000
San Jose, CA | Disposal Group, Disposed of by Sale | December 2019
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ (333)
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					76
Gross Sales Price, excluding closing costs					$ 13,000
Nashua, NH | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 8,401
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					322
Gross Sales Price, excluding closing costs					$ 25,000
Arlington, TX | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 187
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					182
Gross Sales Price, excluding closing costs					$ 14,900
Rochester, NY | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ (104)
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					95
Gross Sales Price, excluding closing costs					$ 4,765
Hanover, PA | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ (417)
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					502
Gross Sales Price, excluding closing costs					$ 5,500
San Antonio, TX | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 3,869
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					618
Gross Sales Price, excluding closing costs					$ 198,000
Topeka, KS | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 36
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					144
Gross Sales Price, excluding closing costs					$ 15,600
Falling Waters, WV | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 0
Loss on Impairment of Real Estate					$ 2,179
Rentable Square Feet (in square feet) | ft²					40
Gross Sales Price, excluding closing costs					$ 650
San Diego, CA | Disposal Group, Disposed of by Sale | September 2019
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 3,062
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					44
Gross Sales Price, excluding closing costs					$ 8,950
San Diego, CA | Disposal Group, Disposed of by Sale | December 2019
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 6,823
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					148
Gross Sales Price, excluding closing costs					$ 23,750
Columbia, SC | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					3
Gain on sale of real estate					$ 0
Loss on Impairment of Real Estate					$ 3,581
Rentable Square Feet (in square feet) | ft²					181
Gross Sales Price, excluding closing costs					$ 10,750
Metro DC - MD | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					3
Gain on sale of real estate					$ 1,177
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					373
Gross Sales Price, excluding closing costs					$ 61,938
Phoenix, AZ | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 860
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					123
Gross Sales Price, excluding closing costs					$ 12,850
Houston, TX | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 59,992
Loss on Impairment of Real Estate					$ 0
Rentable Square Feet (in square feet) | ft²					497
Gross Sales Price, excluding closing costs					$ 130,000
Kansas City, KS | Disposal Group, Disposed of by Sale
Real Estate Properties [Line Items]
Number of properties (in properties) | property					1
Gain on sale of real estate					$ 0
Loss on Impairment of Real Estate					$ 1,172
Rentable Square Feet (in square feet) | ft²					171
Gross Sales Price, excluding closing costs					$ 11,700

XML

Real Estate Properties - Unconsolidated Joint Ventures (Details) ft² in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) ft² joint_venture property	Dec. 31, 2020 USD ($) ft²
Real Estate [Line Items]
Number of joint ventures | joint_venture	2
Number of properties (in properties) | property	178
Rentable Square Feet (in square feet) | ft²	926	163
Unconsolidated Joint Ventures
Real Estate [Line Items]
Number of joint ventures | joint_venture	2
Number of properties (in properties) | property	3
OPI Carrying Value of Investments	$ 34,838	$ 37,951
Rentable Square Feet (in square feet) | ft²	444
Equity method investment, difference between carrying amount and underlying equity	$ 6,977
Unconsolidated Joint Ventures | Mortgage Note Payable
Real Estate [Line Items]
Interest rate (as a percent)	3.93%
Principal balance	$ 82,000	82,000
Unconsolidated Joint Ventures | Prosperity Metro Plaza
Real Estate [Line Items]
Number of properties (in properties) | property	2
OPI Ownership	51.00%
OPI Carrying Value of Investments	$ 20,672	21,888
Rentable Square Feet (in square feet) | ft²	329
Unconsolidated Joint Ventures | Prosperity Metro Plaza | Mortgage Note Payable
Real Estate [Line Items]
Interest rate (as a percent)	4.09%
Principal balance	$ 50,000	50,000
Unconsolidated Joint Ventures | 1750 H Street, NW
Real Estate [Line Items]
Number of properties (in properties) | property	1
OPI Ownership	50.00%
OPI Carrying Value of Investments	$ 14,166	16,063
Rentable Square Feet (in square feet) | ft²	115
Unconsolidated Joint Ventures | 1750 H Street, NW | Mortgage Note Payable
Real Estate [Line Items]
Interest rate (as a percent)	3.69%
Principal balance	$ 32,000	$ 32,000

XML

Leases - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) tenant	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Straight line rent adjustments	$ 15,368	$ 16,079	$ 27,507
Straight line rent receivables	82,978	68,824
Variable lease, income	85,107	75,851	91,076
Tenant reimbursement income	81,295	71,385	86,353
Right-of-use asset		168
Operating lease, liability		174
Lease expense	79	$ 1,749	$ 1,670
Operating Lease, Liability, Statement of Financial Position [Extensible List]		Accounts payable and other liabilities
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]		Other assets, net
COVID-19 Pandemic
Lessee, Lease, Description [Line Items]
Temporary rental assistance	$ 2,483
Number of tenants granted rent assistance | tenant	18
Deferred payment plan period	12 months
Lessor, Operating Lease, Payment to be Received
Lessee, Lease, Description [Line Items]
Number of government tenants with the right to terminate their leases | tenant	14
Tenant with Exercisable Termination Rights | Lessor, Operating Lease, Payment to be Received | Tenant Concentration
Lessee, Lease, Description [Line Items]
Concentration risk, percentage	2.80%
2022	1.50%
2023	8.80%
2024	3.00%
2025	6.20%
2026	2.40%
2027	1.70%
2028	2.50%
2029	1.70%
2030	1.60%
2035	1.70%
2040	1.10%
Fourteen Government Tenants | Lessor, Operating Lease, Payment to be Received | Tenant Concentration
Lessee, Lease, Description [Line Items]
Concentration risk, percentage	6.20%

XML

Leases - Operating Lease Maturity (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 456,350
2023	422,139
2024	360,282
2025	296,945
2026	253,313
Thereafter	1,267,710
Total	$ 3,056,739

XML

Business and Property Management Agreements with RMR LLC (Details) - RMR LLC $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2019 USD ($)	Dec. 31, 2021 USD ($) agreement employee	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Number of employees | employee		0
Number of agreements with RMR LLC to provide management services | agreement		2
Net business management fees			$ 17,358	$ 21,320
Recognized amortization of the liability		$ 603	603	603
Management fees as percentage of gross collected rents		3.00%
Construction supervision fees as percentage of construction costs		5.00%
Reimbursement amounts		$ 24,766	24,919	26,442
Net Property Management and Construction Supervision Fees
Related Party Transaction [Line Items]
Net business management fees		18,637
Transaction amount		21,103	20,774	21,911
Reimbursement amounts		484	484	484
Net Property Management and Construction Supervision Fees | Investment Building and Building Improvements
Related Party Transaction [Line Items]
Transaction amount		4,596	3,446	2,591
Net Property Management and Construction Supervision Fees | Other Operating Income (Expense)
Related Party Transaction [Line Items]
Transaction amount		$ 16,507	$ 17,328	$ 19,320
Transition Services
Related Party Transaction [Line Items]
Duration of transition services		120 days
Amended And Restate Business Management Agreement
Related Party Transaction [Line Items]
Percentage applied on average historical cost of real estate investment properties acquired		0.50%
Base management fee payable as percentage of average historical cost of real estate investments		0.70%
Percentage of average closing stock price on stock exchange		0.70%
Management fee payable as percentage of average market capitalization exceeding specified amount		0.50%
Percentage for limitation and adjustments of incentive management fee payable		12.00%
Measurement period for incentive management fee		3 years
Average closing price of our common shares, consecutive trading days		10 days
Highest average closing price of our common shares, final consecutive trading days		30 days
Percentage for limitation and adjustments of incentive management fee payable, minimum total return per share percentage change		5.00%
Percentage of base business management fee payable in common shares		1.50%
Amended And Restate Business Management Agreement | Up C Transaction
Related Party Transaction [Line Items]
Written notice for convenience		60 days
Window of written notice after calendar year		60 days
Window for written notice after change of control		12 months
Remaining termination fee term		10 years
Maximum | Amended And Restate Business Management Agreement
Related Party Transaction [Line Items]
Threshold amount of real estate investments		$ 250,000
Threshold amount of average market capitalization		$ 250,000
Percentage for limitation and adjustments of incentive management fee payable, total return per share percentage, reduction		5.00%
Maximum | Amended And Restate Business Management Agreement | Up C Transaction
Related Party Transaction [Line Items]
Termination fee term		20 years
Minimum | Amended And Restate Business Management Agreement
Related Party Transaction [Line Items]
Threshold amount of real estate investments		$ 250,000
Base management fee payable average market capitalization		$ 250,000
Percentage for limitation and adjustments of incentive management fee payable, total return per share percentage, reduction		2.00%
Minimum | Amended And Restate Business Management Agreement | Up C Transaction
Related Party Transaction [Line Items]
Termination fee term		19 years
SIR | Business Management Incentive Fee
Related Party Transaction [Line Items]
Transaction amount	$ 25,817

XML

Related Person Transactions (Details) $ / shares in Units, ft² in Thousands, $ in Thousands		1 Months Ended				12 Months Ended				22 Months Ended
	Jul. 01, 2019 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) ft²	Jun. 30, 2021 USD ($) ft² renewal_option	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2021 USD ($) ft² agreement	Dec. 31, 2020 USD ($) ft²	Dec. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Rentable Square Feet (in square feet) | ft²		926				926	163
Equity in net losses of investees						$ (2,501)	$ (1,193)	$ (1,259)
RMR LLC
Related Party Transaction [Line Items]
Number of agreements with RMR LLC to provide management services | agreement						2
Rental income earned						$ 1,138	1,120	1,142
Related party transaction							17,358	21,320
AIC
Related Party Transaction [Line Items]
Related party transaction									$ 1,211
Distribution of earnings from Affiliates Insurance Company		$ 11		$ 287	$ 9,000
Amount invested in equity investee							$ 11
Equity in unrealized gain (loss) of investees								281
Equity in net losses of investees								$ 90
Sonesta International Hotels Corporation
Related Party Transaction [Line Items]
Lessor, Operating Lease, Lease Not yet Commenced, Term of Contract			30 years
Rentable Square Feet (in square feet) | ft²			230
Percentage upon completion of redevelopment			54.00%
Number of renewal options | renewal_option			2
Renewal term			10 years
Annual base rent			$ 6,436
Deferred payment plan period			18 months
Annual percentage increase			10.00%
Annual base rent increase			5 years
Sonesta International Hotels Corporation | Forecast
Related Party Transaction [Line Items]
Purchase price										$ 66,000
SIR
Related Party Transaction [Line Items]
Related party transaction									$ 1,666
IPO | RMR Inc
Related Party Transaction [Line Items]
Number of shares sold (in shares) | shares	2,801,060
Sale of stock (in dollars per share) | $ / shares	$ 40.00
Sale of stock, consideration received on transaction	$ 104,674
Officers and Other Employees | Common Shares | 2009 Award Plan
Related Party Transaction [Line Items]
Award vesting period						4 years
Officers and Other Employees | Share-based Payment Arrangement, Tranche 1 | Common Shares | 2009 Award Plan
Related Party Transaction [Line Items]
Award vesting rights, percentage						20.00%
Officers and Other Employees | Share-based Payment Arrangement, Tranche 2 | Common Shares | 2009 Award Plan
Related Party Transaction [Line Items]
Award vesting rights, percentage						20.00%
Officers and Other Employees | Share-based Payment Arrangement, Tranche 3 | Common Shares | 2009 Award Plan
Related Party Transaction [Line Items]
Award vesting rights, percentage						20.00%
Officers and Other Employees | Share-based Compensation Award, Tranche 4 | Common Shares | 2009 Award Plan
Related Party Transaction [Line Items]
Award vesting rights, percentage						20.00%
Officers and Other Employees | Share-based Compensation Award, Tranche 5 | Common Shares | 2009 Award Plan
Related Party Transaction [Line Items]
Award vesting rights, percentage						20.00%

XML

Concentration (Details)	12 Months Ended
	Dec. 31, 2021 property government_tenant state_government	Dec. 31, 2020 state_government government_tenant	Dec. 31, 2019 government_tenant state_government
Concentration Risk [Line Items]
Number of other governments | government_tenant	4	2	2
Number of properties (in properties)	178
Number of states in which acquired properties located	33
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Tenant Concentration | U S Government, State Governments, and Other Governments
Concentration Risk [Line Items]
Number of state governments | state_government	11	11	11
Concentration risk, percentage	28.90%	35.30%	35.50%
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Tenant Concentration | U.S. Government
Concentration Risk [Line Items]
Concentration risk, percentage	19.50%	25.20%	25.00%
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Geographic Concentration Risk | Virginia
Concentration Risk [Line Items]
Concentration risk, percentage	12.40%
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Geographic Concentration Risk | California
Concentration Risk [Line Items]
Concentration risk, percentage	10.50%
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Geographic Concentration Risk | Washington, D.C.
Concentration Risk [Line Items]
Concentration risk, percentage	9.80%
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Geographic Concentration Risk | Illinois
Concentration Risk [Line Items]
Concentration risk, percentage	9.20%
Annualized Rental Income, Excluding Properties Classified as Discontinued Operations | Geographic Concentration Risk | Georgia
Concentration Risk [Line Items]
Concentration risk, percentage	8.20%

XML

Indebtedness - Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Aug. 31, 2021	May 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long term debt gross	$ 2,610,301				$ 2,242,842
Unamortized debt premiums, discounts and issuance costs	(32,351)				(39,871)
Total debt	$ 2,577,950				2,202,971
Senior Unsecured Notes | Senior unsecured notes, 4.150% interest rate, due in 2022
Debt Instrument [Line Items]
Interest rate (as a percent)	4.15%	4.15%
Long term debt gross	$ 0				300,000
Senior Unsecured Notes | Senior unsecured notes, 4.00% interest rate, due in 2022
Debt Instrument [Line Items]
Interest rate (as a percent)	4.00%
Long term debt gross	$ 300,000				300,000
Senior Unsecured Notes | Senior unsecured notes, 4.25% interest rate, due in 2024
Debt Instrument [Line Items]
Interest rate (as a percent)	4.25%
Long term debt gross	$ 350,000				350,000
Senior Unsecured Notes | Senior unsecured notes, 4.50% interest rate, due in 2025
Debt Instrument [Line Items]
Long term debt gross	$ 650,000				650,000
Senior Unsecured Notes | Senior unsecured notes, 2.650% interest rate, due in 2026
Debt Instrument [Line Items]
Interest rate (as a percent)	2.65%			2.65%
Long term debt gross	$ 300,000				0
Senior Unsecured Notes | Senior unsecured notes, 2.400% interest rate, due in 2027
Debt Instrument [Line Items]
Interest rate (as a percent)	2.40%		2.40%
Long term debt gross	$ 350,000				0
Senior Unsecured Notes | Senior unsecured notes, 3.450% interest rate, due in 2031
Debt Instrument [Line Items]
Interest rate (as a percent)	3.45%	3.45%
Long term debt gross	$ 400,000				0
Senior Unsecured Notes | Senior unsecured notes, 5.875% interest rate, due in 2046
Debt Instrument [Line Items]
Interest rate (as a percent)	5.875%
Long term debt gross	$ 0				310,000
Senior Unsecured Notes | Senior unsecured notes, 6.375% interest rate, due in 2050
Debt Instrument [Line Items]
Interest rate (as a percent)	6.375%
Long term debt gross	$ 162,000				162,000
Mortgage Note Payable | Mortgage note payable, 8.150% interest rate, due in 2021
Debt Instrument [Line Items]
Interest rate (as a percent)	8.15%
Long term debt gross	$ 0				350
Mortgage Note Payable | Mortgage note payable, 4.220% interest rate, due in 2022
Debt Instrument [Line Items]
Interest rate (as a percent)	4.22%
Long term debt gross	$ 25,055				25,804
Mortgage Note Payable | Mortgage note payable, 3.550% interest rate, due in 2023
Debt Instrument [Line Items]
Interest rate (as a percent)	3.55%
Long term debt gross	$ 0				71,000
Mortgage Note Payable | Mortgage note payable, 3.700% interest rate, due in 2023
Debt Instrument [Line Items]
Interest rate (as a percent)	3.70%
Long term debt gross	$ 50,000				50,000
Mortgage Note Payable | Mortgage note payable, 4.800% interest rate, due in 2023
Debt Instrument [Line Items]
Interest rate (as a percent)	4.80%
Long term debt gross	$ 23,246				23,688
Revolving credit facility, due in 2023 | Line of Credit
Debt Instrument [Line Items]
Long term debt gross	$ 0				$ 0

XML

Indebtedness - Narrative (Details) $ in Thousands	1 Months Ended				12 Months Ended
	Sep. 30, 2021 USD ($)	Aug. 31, 2021 USD ($)	Jun. 30, 2021 USD ($) property	May 31, 2021 USD ($)	Dec. 31, 2021 USD ($) property extensionOption	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Feb. 15, 2022 USD ($)
Debt Instrument [Line Items]
Principal of properties collateralized					$ 98,301
Borrowings outstanding					0	$ 0
Loss on early extinguishment of debt					$ 14,068	$ 3,839	$ 769
Number of buildings collateralized | property			3		3
Book value of properties collateralized					$ 188,130
Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity on revolving credit facility					750,000
Principal of properties collateralized					$ 1,950,000
Number of contingent options to extend | extensionOption					2
Contingent option to extend maturity date					6 months
Commitment fee percentage					0.25%
Interest rate (as a percent)					1.20%	1.20%
Weighted average annual interest rate					1.20%	2.00%	3.30%
Borrowings outstanding					$ 0
Available borrowings					$ 750,000
Unsecured Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Borrowings outstanding								$ 0
Available borrowings								$ 750,000
LIBOR | Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate premium (as a percent)					1.10%
Senior Unsecured Notes | Senior unsecured notes, 2.650% interest rate, due in 2026
Debt Instrument [Line Items]
Interest rate (as a percent)				2.65%	2.65%
Principal balance				$ 300,000
Proceeds from issuance of long-term debt				$ 296,826
Senior Unsecured Notes | Senior unsecured notes, 2.400% interest rate, due in 2027
Debt Instrument [Line Items]
Interest rate (as a percent)		2.40%			2.40%
Principal balance		$ 350,000
Proceeds from issuance of long-term debt		$ 346,607
Senior Unsecured Notes | Senior unsecured notes, 3.450% interest rate, due in 2031
Debt Instrument [Line Items]
Interest rate (as a percent)	3.45%				3.45%
Principal balance	$ 400,000
Proceeds from issuance of long-term debt	$ 395,632
Senior Unsecured Notes | Senior Unsecured Notes 5.875 Percent Due 2046
Debt Instrument [Line Items]
Interest rate (as a percent)			5.875%
Repurchased face amount			$ 310,000
Loss on early extinguishment of debt					$ 8,581
Senior Unsecured Notes | Senior unsecured notes, 4.150% interest rate, due in 2022
Debt Instrument [Line Items]
Interest rate (as a percent)	4.15%				4.15%
Repurchased face amount	$ 300,000
Loss on early extinguishment of debt					$ 2,274
Mortgage Note Payable | Mortgage Notes Payable Due May 2023, 3.55%
Debt Instrument [Line Items]
Interest rate (as a percent)			3.55%
Repayments of debt			$ 71,000
Loss on early extinguishment of debt					$ 3,213

XML

Indebtedness - Future Principal Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
2022	$ 325,517
2023	72,784
2024	350,000
2025	650,000
2026	300,000
Thereafter	912,000
Total	2,610,301	$ 2,242,842
Long term debt gross	2,610,301	2,242,842
Unamortized debt premiums, discounts and issuance	32,351	39,871
Total debt outstanding	2,577,950	2,202,971
Mortgage note payable, 4.220% interest rate, due in 2022 | Mortgage Note Payable
Debt Instrument [Line Items]
Total	25,055	25,804
Long term debt gross	$ 25,055	$ 25,804
Interest rate (as a percent)	4.22%

XML

Fair Value of Assets and Liabilities - Asset Measured at Fair Value (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property
Fair Value, Nonrecurring
Fair Value of Assets and Liabilities
Other liability	$ 10,600
Fair Value, Nonrecurring | Level 1 inputs
Fair Value of Assets and Liabilities
Other liability	0
Fair Value, Nonrecurring | Level 2 inputs
Fair Value of Assets and Liabilities
Other liability	10,600
Fair Value, Nonrecurring | Level 3 inputs
Fair Value of Assets and Liabilities
Other liability	0
Disposal Group, Held-for-sale, Not Discontinued Operations | Level 3 inputs
Fair Value of Assets and Liabilities
Impairment charges	$ 6,991
Number of impaired properties | property	2
Costs to sell	$ 555

XML

Fair Value of Assets and Liabilities - Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Aug. 31, 2021	May 31, 2021	Dec. 31, 2020
Fair Value of Financial Instruments
Senior notes	$ 2,479,772				$ 2,033,242
Mortgage notes payable	98,178				169,729
Unamortized debt premiums, discounts and issuance	32,351				39,871
Carrying Amount
Fair Value of Financial Instruments
Fair value of debt	2,577,950				2,202,971
Carrying Amount | Mortgage Note Payable
Fair Value of Financial Instruments
Mortgage notes payable	98,178				169,729
Fair Value
Fair Value of Financial Instruments
Fair value of debt	2,661,462				2,335,352
Fair Value | Mortgage Note Payable
Fair Value of Financial Instruments
Mortgage notes payable	100,294				174,952
Senior Notes and Mortgages
Fair Value of Financial Instruments
Unamortized debt premiums, discounts and issuance	$ 32,351				39,871
Senior Unsecured Notes | Senior unsecured notes, 4.150% interest rate, due in 2022
Fair Value of Financial Instruments
Interest rate (as a percent)	4.15%	4.15%
Senior Unsecured Notes | Senior unsecured notes, 4.00% interest rate, due in 2022
Fair Value of Financial Instruments
Interest rate (as a percent)	4.00%
Senior Unsecured Notes | Senior unsecured notes, 4.25% interest rate, due in 2024
Fair Value of Financial Instruments
Interest rate (as a percent)	4.25%
Senior Unsecured Notes | Senior unsecured notes, 4.50% interest rate, due in 2025
Fair Value of Financial Instruments
Interest rate (as a percent)	4.50%
Senior Unsecured Notes | Senior unsecured notes, 2.650% interest rate, due in 2026
Fair Value of Financial Instruments
Interest rate (as a percent)	2.65%			2.65%
Senior Unsecured Notes | Senior unsecured notes, 2.400% interest rate, due in 2027
Fair Value of Financial Instruments
Interest rate (as a percent)	2.40%		2.40%
Senior Unsecured Notes | Senior unsecured notes, 3.450% interest rate, due in 2031
Fair Value of Financial Instruments
Interest rate (as a percent)	3.45%	3.45%
Senior Unsecured Notes | Senior unsecured notes, 5.875% interest rate, due in 2046
Fair Value of Financial Instruments
Interest rate (as a percent)	5.875%
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 4.150% interest rate, due in 2022
Fair Value of Financial Instruments
Senior notes	$ 0				298,853
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 4.00% interest rate, due in 2022
Fair Value of Financial Instruments
Senior notes	299,500				298,579
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 4.25% interest rate, due in 2024
Fair Value of Financial Instruments
Senior notes	344,581				342,299
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 4.50% interest rate, due in 2025
Fair Value of Financial Instruments
Senior notes	639,370				635,921
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 2.650% interest rate, due in 2026
Fair Value of Financial Instruments
Senior notes	297,213				0
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 2.400% interest rate, due in 2027
Fair Value of Financial Instruments
Senior notes	346,845				0
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 3.450% interest rate, due in 2031
Fair Value of Financial Instruments
Senior notes	395,744				0
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 5.875% interest rate, due in 2046
Fair Value of Financial Instruments
Senior notes	0				301,264
Senior Unsecured Notes | Carrying Amount | Senior unsecured notes, 6.375% interest rate, due in 2050
Fair Value of Financial Instruments
Senior notes	156,519				156,326
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 4.150% interest rate, due in 2022
Fair Value of Financial Instruments
Senior notes	0				306,192
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 4.00% interest rate, due in 2022
Fair Value of Financial Instruments
Senior notes	304,148				306,756
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 4.25% interest rate, due in 2024
Fair Value of Financial Instruments
Senior notes	365,449				365,435
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 4.50% interest rate, due in 2025
Fair Value of Financial Instruments
Senior notes	687,749				688,399
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 2.650% interest rate, due in 2026
Fair Value of Financial Instruments
Senior notes	298,502				0
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 2.400% interest rate, due in 2027
Fair Value of Financial Instruments
Senior notes	339,764				0
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 3.450% interest rate, due in 2031
Fair Value of Financial Instruments
Senior notes	388,458				0
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 5.875% interest rate, due in 2046
Fair Value of Financial Instruments
Senior notes	0				322,028
Senior Unsecured Notes | Fair Value | Senior unsecured notes, 6.375% interest rate, due in 2050
Fair Value of Financial Instruments
Senior notes	$ 177,098				$ 171,590

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Shareholders' Equity - Share Awards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) trustee installment shares	Dec. 31, 2020 USD ($) trustee shares	Dec. 31, 2019 USD ($) trustee shares	Dec. 31, 2018 shares
Officers and Other Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of shares, net (in shares)	117,800	108,600	103,100
Issuance of shares, net | $	$ 2,994	$ 2,502	$ 3,080
2009 Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	145,800	136,600	136,100
Number of installments | installment	5
Unvested shares (in shares)	182,224	157,521	106,680	55,321
2022 (in shares)	60,184
2023 (in shares)	56,900
2024 (in shares)	41,580
2025 (in shares)	23,560
Estimated future compensation expense for the unvested shares | $	$ 4,279
Weighted average period of recognition of compensation expenses (in years)	23 months
Compensation expense | $	$ 2,868	$ 3,315	$ 3,088
Shares available for issuance under plan (in shares)	987,610
2009 Award Plan | Trustees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of trustees | trustee	8	8	8
Shares granted (in shares)	3,500	3,500	3,000
Aggregate market value of shares awarded | $	$ 837	$ 745	$ 575
Market value of common shares awarded to each trustee (in dollars) | $	$ 105	$ 93	$ 72
2009 Award Plan | Managing Trustee | Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of trustees | trustee			3
Shares granted (in shares)			3,000
Aggregate market value of shares awarded | $			$ 270
Market value of common shares awarded to each trustee (in dollars) | $			$ 90

XML

Shareholders' Equity - Unvested Shares Activity (Details) - 2009 Award Plan - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares
Unvested at the beginning of the period (in shares)	157,521	106,680	55,321
Granted (in shares)	145,800	136,600	136,100
Forfeited (in shares)	(700)	(586)	(1,474)
Vested (in shares)	(120,397)	(85,173)	(83,267)
Unvested at the end of the period (in shares)	182,224	157,521	106,680
Weighted Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share)	$ 29.26	$ 40.16	$ 73.25
Granted (in dollars per share)	26.28	23.77	28.84
Forfeited (in dollars per share)	25.97	43.75	49.10
Vested (in dollars per share)	30.24	34.02	27.78
Unvested at the end of the period (in dollars per share)	$ 26.23	$ 29.26	$ 40.16

XML

Shareholders' Equity - Share Repurchases/Sale of Shares (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 13, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Share repurchases (in shares)		37,801	19,589	15,588
Stock repurchase price (in dollars per share)		$ 26.55	$ 22.15	$ 29.76
Subsequent Event
Class of Stock [Line Items]
Common distributions declared (in dollars per share)	$ 0.55
Dividends payable	$ 26,600

XML

Shareholders' Equity - Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Annual Per Share Distribution (in dollars per share)	$ 2.20	$ 2.20	$ 2.20
Total Distributions	$ 106,368	$ 106,121	$ 105,868
Characterization of Distribution, Return of Capital	0.00%	0.00%	0.00%
Characterization of Distribution, Ordinary Income	100.00%	100.00%	100.00%
Characterization of Distribution, Quality Dividend	0.00%	0.00%	0.00%

XML

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property building	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Real estate and accumulated depreciation
Number of Properties | property	174
Encumbrances	$ 98,178
Initial Cost to Company
Land	875,529
Buildings and Equipment	2,658,896
Costs Capitalized Subsequent to Acquisition	388,903
Impairment/ Writedowns	(12,242)
Cost amount carried at Close of Period
Land	874,108
Buildings and Equipment	3,036,978
Total	3,911,086	$ 3,522,143	$ 3,493,231	$ 3,944,636
Accumulated Depreciation	$ (495,912)	$ (451,914)	$ (387,656)	$ (375,147)
Inverness Center, Birmingham, AL
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 5,907
Buildings and Equipment	12,098
Costs Capitalized Subsequent to Acquisition	1,590
Impairment/ Writedowns	(7,717)
Cost amount carried at Close of Period
Land	3,823
Buildings and Equipment	8,055
Total	11,878
Accumulated Depreciation	$ 0
445 Jan Davis Drive, Huntsville, AL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,501
Buildings and Equipment	1,492
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	1,501
Buildings and Equipment	1,492
Total	2,993
Accumulated Depreciation	$ (120)
131 Clayton Street, Montgomery, AL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 920
Buildings and Equipment	9,084
Costs Capitalized Subsequent to Acquisition	241
Cost amount carried at Close of Period
Land	920
Buildings and Equipment	9,325
Total	10,245
Accumulated Depreciation	$ (2,438)
4344 Carmichael Road, Montgomery, AL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,374
Buildings and Equipment	11,658
Costs Capitalized Subsequent to Acquisition	562
Cost amount carried at Close of Period
Land	1,374
Buildings and Equipment	12,220
Total	13,594
Accumulated Depreciation	$ (2,424)
15451 North 28th Avenue, Phoenix, AZ
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,917
Buildings and Equipment	7,416
Costs Capitalized Subsequent to Acquisition	752
Cost amount carried at Close of Period
Land	1,917
Buildings and Equipment	8,168
Total	10,085
Accumulated Depreciation	$ (1,518)
16001 North 28th Ave, Phoenix, AZ
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 3,355
Buildings and Equipment	412
Costs Capitalized Subsequent to Acquisition	1,123
Cost amount carried at Close of Period
Land	3,355
Buildings and Equipment	1,535
Total	4,890
Accumulated Depreciation	$ (145)
711 S 14th Ave, Safford, AZ
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 460
Buildings and Equipment	11,708
Costs Capitalized Subsequent to Acquisition	884
Impairment/ Writedowns	(4,440)
Cost amount carried at Close of Period
Land	364
Buildings and Equipment	8,248
Total	8,612
Accumulated Depreciation	$ (1,058)
Regents Center, Tempe, AZ
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 4,121
Buildings and Equipment	3,042
Costs Capitalized Subsequent to Acquisition	293
Cost amount carried at Close of Period
Land	4,121
Buildings and Equipment	3,335
Total	7,456
Accumulated Depreciation	$ (480)
Campbell Place, Carlsbad, CA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 5,769
Buildings and Equipment	3,871
Costs Capitalized Subsequent to Acquisition	7,481
Cost amount carried at Close of Period
Land	5,769
Buildings and Equipment	11,352
Total	17,121
Accumulated Depreciation	$ (1,476)
Folsom Corporate Center, Folsom, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,904
Buildings and Equipment	5,583
Costs Capitalized Subsequent to Acquisition	568
Cost amount carried at Close of Period
Land	2,904
Buildings and Equipment	6,151
Total	9,055
Accumulated Depreciation	$ (585)
Bayside Technology Park, Fremont, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 10,784
Buildings and Equipment	648
Costs Capitalized Subsequent to Acquisition	87
Cost amount carried at Close of Period
Land	10,784
Buildings and Equipment	735
Total	11,519
Accumulated Depreciation	$ (75)
10949 N. Mather Boulevard, Rancho Cordova, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 562
Buildings and Equipment	16,923
Costs Capitalized Subsequent to Acquisition	992
Cost amount carried at Close of Period
Land	562
Buildings and Equipment	17,915
Total	18,477
Accumulated Depreciation	$ (3,658)
11020 Sun Center Drive, Rancho Cordova, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,466
Buildings and Equipment	8,797
Costs Capitalized Subsequent to Acquisition	1,409
Cost amount carried at Close of Period
Land	1,466
Buildings and Equipment	10,206
Total	11,672
Accumulated Depreciation	$ (1,486)
100 Redwood Shores Parkway, Redwood City, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 14,454
Buildings and Equipment	7,721
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	14,454
Buildings and Equipment	7,721
Total	22,175
Accumulated Depreciation	$ (643)
3875 Atherton Road, Rocklin, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 177
Buildings and Equipment	853
Costs Capitalized Subsequent to Acquisition	9
Cost amount carried at Close of Period
Land	177
Buildings and Equipment	862
Total	1,039
Accumulated Depreciation	$ (71)
801 K Street, Sacramento, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,688
Buildings and Equipment	61,994
Costs Capitalized Subsequent to Acquisition	7,078
Cost amount carried at Close of Period
Land	4,688
Buildings and Equipment	69,072
Total	73,760
Accumulated Depreciation	$ (10,724)
9815 Goethe Road, Sacramento, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,450
Buildings and Equipment	9,465
Costs Capitalized Subsequent to Acquisition	1,494
Cost amount carried at Close of Period
Land	1,450
Buildings and Equipment	10,959
Total	12,409
Accumulated Depreciation	$ (2,821)
Capitol Place, Sacramento, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,290
Buildings and Equipment	35,891
Costs Capitalized Subsequent to Acquisition	8,399
Cost amount carried at Close of Period
Land	2,290
Buildings and Equipment	44,290
Total	46,580
Accumulated Depreciation	$ (12,964)
4560 Viewridge Road, San Diego, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,269
Buildings and Equipment	18,316
Costs Capitalized Subsequent to Acquisition	5,135
Cost amount carried at Close of Period
Land	4,347
Buildings and Equipment	23,373
Total	27,720
Accumulated Depreciation	$ (13,088)
2115 O'Nel Drive, San Jose, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 12,305
Buildings and Equipment	5,062
Costs Capitalized Subsequent to Acquisition	218
Cost amount carried at Close of Period
Land	12,305
Buildings and Equipment	5,280
Total	17,585
Accumulated Depreciation	$ (421)
North First Street, San Jose, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 8,311
Buildings and Equipment	4,003
Costs Capitalized Subsequent to Acquisition	411
Cost amount carried at Close of Period
Land	8,311
Buildings and Equipment	4,414
Total	12,725
Accumulated Depreciation	$ (417)
Rio Robles Drive, San Jose, CA
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 23,687
Buildings and Equipment	13,698
Costs Capitalized Subsequent to Acquisition	3,196
Cost amount carried at Close of Period
Land	23,687
Buildings and Equipment	16,894
Total	40,581
Accumulated Depreciation	$ (1,611)
2450 and 2500 Walsh Avenue, Santa Clara, CA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 13,374
Buildings and Equipment	16,651
Costs Capitalized Subsequent to Acquisition	161
Cost amount carried at Close of Period
Land	13,374
Buildings and Equipment	16,812
Total	30,186
Accumulated Depreciation	$ (1,401)
3250 and 3260 Jay Street, Santa Clara, CA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 19,899
Buildings and Equipment	14,051
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	19,899
Buildings and Equipment	14,051
Total	33,950
Accumulated Depreciation	$ (1,168)
603 San Juan Avenue, Stockton, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 563
Buildings and Equipment	5,470
Costs Capitalized Subsequent to Acquisition	49
Cost amount carried at Close of Period
Land	563
Buildings and Equipment	5,519
Total	6,082
Accumulated Depreciation	$ (1,288)
350 West Java Drive, Sunnyvale, CA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 24,609
Buildings and Equipment	462
Costs Capitalized Subsequent to Acquisition	322
Cost amount carried at Close of Period
Land	24,609
Buildings and Equipment	784
Total	25,393
Accumulated Depreciation	$ (48)
7958 South Chester Street, Centennial, CO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 6,682
Buildings and Equipment	7,153
Costs Capitalized Subsequent to Acquisition	812
Cost amount carried at Close of Period
Land	6,682
Buildings and Equipment	7,965
Total	14,647
Accumulated Depreciation	$ (651)
350 Spectrum Loop, Colorado Springs, CO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 3,650
Buildings and Equipment	7,732
Costs Capitalized Subsequent to Acquisition	503
Cost amount carried at Close of Period
Land	3,650
Buildings and Equipment	8,235
Total	11,885
Accumulated Depreciation	$ (665)
333 Inverness Drive South, Englewood, CO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,711
Buildings and Equipment	4,543
Costs Capitalized Subsequent to Acquisition	63
Cost amount carried at Close of Period
Land	5,711
Buildings and Equipment	4,606
Total	10,317
Accumulated Depreciation	$ (408)
12795 West Alameda Parkway, Lakewood, CO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,640
Buildings and Equipment	23,777
Costs Capitalized Subsequent to Acquisition	1,441
Cost amount carried at Close of Period
Land	2,640
Buildings and Equipment	25,218
Total	27,858
Accumulated Depreciation	$ (7,510)
Corporate Center, Lakewood, CO
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 2,887
Buildings and Equipment	27,537
Costs Capitalized Subsequent to Acquisition	4,101
Cost amount carried at Close of Period
Land	2,887
Buildings and Equipment	31,638
Total	34,525
Accumulated Depreciation	$ (15,258)
11 Dupont Circle, NW, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 28,255
Buildings and Equipment	44,743
Costs Capitalized Subsequent to Acquisition	15,108
Cost amount carried at Close of Period
Land	28,255
Buildings and Equipment	59,851
Total	88,106
Accumulated Depreciation	$ (7,197)
1211 Connecticut Avenue, NW, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Encumbrances	$ 25,059
Initial Cost to Company
Land	30,388
Buildings and Equipment	24,667
Costs Capitalized Subsequent to Acquisition	3,268
Cost amount carried at Close of Period
Land	30,388
Buildings and Equipment	27,935
Total	58,323
Accumulated Depreciation	$ (3,633)
1401 K Street, NW, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Encumbrances	$ 23,408
Initial Cost to Company
Land	29,215
Buildings and Equipment	34,656
Costs Capitalized Subsequent to Acquisition	6,214
Cost amount carried at Close of Period
Land	29,215
Buildings and Equipment	40,870
Total	70,085
Accumulated Depreciation	$ (6,005)
20 Massachusetts Avenue, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 12,009
Buildings and Equipment	51,527
Costs Capitalized Subsequent to Acquisition	72,633
Cost amount carried at Close of Period
Land	12,230
Buildings and Equipment	123,939
Total	136,169
Accumulated Depreciation	$ (40,667)
440 First Street, NW, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 27,903
Buildings and Equipment	38,624
Costs Capitalized Subsequent to Acquisition	2,233
Cost amount carried at Close of Period
Land	27,903
Buildings and Equipment	40,857
Total	68,760
Accumulated Depreciation	$ (4,520)
625 Indiana Avenue, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 26,000
Buildings and Equipment	25,955
Costs Capitalized Subsequent to Acquisition	9,818
Cost amount carried at Close of Period
Land	26,000
Buildings and Equipment	35,773
Total	61,773
Accumulated Depreciation	$ (9,746)
840 First Street, NE, Washington DC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 42,727
Buildings and Equipment	73,278
Costs Capitalized Subsequent to Acquisition	3,546
Cost amount carried at Close of Period
Land	42,727
Buildings and Equipment	76,824
Total	119,551
Accumulated Depreciation	$ (8,758)
10350 NW 112th Avenue, Miami, FL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,798
Buildings and Equipment	2,757
Costs Capitalized Subsequent to Acquisition	1,014
Cost amount carried at Close of Period
Land	4,798
Buildings and Equipment	3,771
Total	8,569
Accumulated Depreciation	$ (252)
7850 Southwest 6th Court, Plantation, FL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,800
Buildings and Equipment	30,592
Costs Capitalized Subsequent to Acquisition	491
Cost amount carried at Close of Period
Land	4,800
Buildings and Equipment	31,083
Total	35,883
Accumulated Depreciation	$ (8,231)
8900 Grand Oak Circle, Tampa, FL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,100
Buildings and Equipment	11,773
Costs Capitalized Subsequent to Acquisition	1,134
Cost amount carried at Close of Period
Land	1,100
Buildings and Equipment	12,907
Total	14,007
Accumulated Depreciation	$ (3,451)
180 Ted Turner Drive SW, Atlanta, GA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,717
Buildings and Equipment	20,017
Costs Capitalized Subsequent to Acquisition	632
Cost amount carried at Close of Period
Land	5,717
Buildings and Equipment	20,649
Total	26,366
Accumulated Depreciation	$ (4,824)
1224 Hammond Drive, Atlanta GA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 13,040
Buildings and Equipment	135,459
Costs Capitalized Subsequent to Acquisition	6,549
Cost amount carried at Close of Period
Land	13,040
Buildings and Equipment	142,008
Total	155,048
Accumulated Depreciation	$ (2,171)
Corporate Square, Atlanta, GA
Real estate and accumulated depreciation
Number of Properties | property	5
Initial Cost to Company
Land	$ 3,996
Buildings and Equipment	29,762
Costs Capitalized Subsequent to Acquisition	28,004
Cost amount carried at Close of Period
Land	3,996
Buildings and Equipment	57,766
Total	61,762
Accumulated Depreciation	$ (18,642)
Executive Park, Atlanta, GA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,521
Buildings and Equipment	11,826
Costs Capitalized Subsequent to Acquisition	4,123
Cost amount carried at Close of Period
Land	1,521
Buildings and Equipment	15,949
Total	17,470
Accumulated Depreciation	$ (7,759)
One Georgia Center, Atlanta, GA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 10,250
Buildings and Equipment	27,933
Costs Capitalized Subsequent to Acquisition	16,756
Cost amount carried at Close of Period
Land	10,250
Buildings and Equipment	44,689
Total	54,939
Accumulated Depreciation	$ (9,744)
One Primerica Parkway, Duluth, GA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 6,927
Buildings and Equipment	22,951
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	6,927
Buildings and Equipment	22,951
Total	29,878
Accumulated Depreciation	$ (1,908)
4712 Southpark Boulevard, Ellenwood, GA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,390
Buildings and Equipment	19,635
Costs Capitalized Subsequent to Acquisition	118
Cost amount carried at Close of Period
Land	1,390
Buildings and Equipment	19,753
Total	21,143
Accumulated Depreciation	$ (4,651)
91-209 Kuhela Street, Kapolei, HI
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,998
Buildings and Equipment	0
Costs Capitalized Subsequent to Acquisition	3
Cost amount carried at Close of Period
Land	1,992
Buildings and Equipment	9
Total	2,001
Accumulated Depreciation	$ 0
8305 NW 62nd Avenue, Johnston, IA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,649
Buildings and Equipment	7,997
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	2,649
Buildings and Equipment	7,997
Total	10,646
Accumulated Depreciation	$ (665)
1185, 1249 & 1387 S. Vinnell Way, Boise, ID
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 3,390
Buildings and Equipment	29,026
Costs Capitalized Subsequent to Acquisition	1,016
Cost amount carried at Close of Period
Land	3,390
Buildings and Equipment	30,042
Total	33,432
Accumulated Depreciation	$ (7,019)
2020 S. Arlington Heights, Arlington Heights, IL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,450
Buildings and Equipment	13,588
Costs Capitalized Subsequent to Acquisition	1,672
Cost amount carried at Close of Period
Land	1,450
Buildings and Equipment	15,260
Total	16,710
Accumulated Depreciation	$ (4,204)
400 South Jefferson Street, Chicago, IL
Real estate and accumulated depreciation
Number of Properties | property	1
Encumbrances	$ 49,711
Initial Cost to Company
Land	19,379
Buildings and Equipment	20,115
Costs Capitalized Subsequent to Acquisition	779
Cost amount carried at Close of Period
Land	19,379
Buildings and Equipment	20,894
Total	40,273
Accumulated Depreciation	$ (1,744)
1000 W. Fulton, Chicago IL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 42,935
Buildings and Equipment	258,348
Costs Capitalized Subsequent to Acquisition	50
Cost amount carried at Close of Period
Land	42,935
Buildings and Equipment	258,398
Total	301,333
Accumulated Depreciation	$ (4,473)
HUB 1415, Naperville IL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 12,333
Buildings and Equipment	20,586
Costs Capitalized Subsequent to Acquisition	12,056
Cost amount carried at Close of Period
Land	12,333
Buildings and Equipment	32,642
Total	44,975
Accumulated Depreciation	$ (2,681)
440 North Fairway Drive, Vernon Hills, IL
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,465
Buildings and Equipment	441
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	4,465
Buildings and Equipment	441
Total	4,906
Accumulated Depreciation	$ (38)
7601 and 7635 Interactive Way, Indianapolis, IN
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,337
Buildings and Equipment	14,522
Costs Capitalized Subsequent to Acquisition	34
Cost amount carried at Close of Period
Land	3,337
Buildings and Equipment	14,556
Total	17,893
Accumulated Depreciation	$ (1,136)
Intech Park, Indianapolis, IN
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 4,170
Buildings and Equipment	69,759
Costs Capitalized Subsequent to Acquisition	9,542
Cost amount carried at Close of Period
Land	4,170
Buildings and Equipment	79,301
Total	83,471
Accumulated Depreciation	$ (20,726)
The Atrium at Circleport II, Erlanger, KY
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,796
Buildings and Equipment	1,933
Costs Capitalized Subsequent to Acquisition	578
Cost amount carried at Close of Period
Land	1,796
Buildings and Equipment	2,511
Total	4,307
Accumulated Depreciation	$ (287)
7125 Industrial Road, Florence, KY
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,698
Buildings and Equipment	11,722
Costs Capitalized Subsequent to Acquisition	293
Cost amount carried at Close of Period
Land	1,698
Buildings and Equipment	12,015
Total	13,713
Accumulated Depreciation	$ (2,711)
251 Causeway Street, Boston, MA
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 26,851
Buildings and Equipment	36,756
Costs Capitalized Subsequent to Acquisition	3,665
Cost amount carried at Close of Period
Land	26,851
Buildings and Equipment	40,421
Total	67,272
Accumulated Depreciation	$ (6,205)
The Connect, Chelmsford, MA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 4,700
Buildings and Equipment	0
Costs Capitalized Subsequent to Acquisition	8,256
Cost amount carried at Close of Period
Land	4,700
Buildings and Equipment	8,256
Total	12,956
Accumulated Depreciation	$ (496)
75 Pleasant Street, Malden, MA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,050
Buildings and Equipment	31,086
Costs Capitalized Subsequent to Acquisition	877
Cost amount carried at Close of Period
Land	1,050
Buildings and Equipment	31,963
Total	33,013
Accumulated Depreciation	$ (9,349)
25 Newport Avenue, Quincy, MA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,700
Buildings and Equipment	9,199
Costs Capitalized Subsequent to Acquisition	1,593
Cost amount carried at Close of Period
Land	2,700
Buildings and Equipment	10,792
Total	13,492
Accumulated Depreciation	$ (2,823)
314 Littleton Road, Westford, MA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,691
Buildings and Equipment	8,487
Costs Capitalized Subsequent to Acquisition	47
Cost amount carried at Close of Period
Land	5,691
Buildings and Equipment	8,534
Total	14,225
Accumulated Depreciation	$ (717)
Annapolis Commerce Center, Annapolis, MD
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 4,057
Buildings and Equipment	7,665
Costs Capitalized Subsequent to Acquisition	4,599
Cost amount carried at Close of Period
Land	4,057
Buildings and Equipment	12,264
Total	16,321
Accumulated Depreciation	$ (1,121)
4201 Patterson Avenue, Baltimore, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 901
Buildings and Equipment	8,097
Costs Capitalized Subsequent to Acquisition	4,134
Impairment/ Writedowns	(85)
Cost amount carried at Close of Period
Land	893
Buildings and Equipment	12,154
Total	13,047
Accumulated Depreciation	$ (6,291)
7001 Columbia Gateway Drive, Columbia, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,642
Buildings and Equipment	10,352
Costs Capitalized Subsequent to Acquisition	399
Cost amount carried at Close of Period
Land	5,642
Buildings and Equipment	10,751
Total	16,393
Accumulated Depreciation	$ (939)
Hillside Center, Columbia, MD
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,437
Buildings and Equipment	4,228
Costs Capitalized Subsequent to Acquisition	934
Cost amount carried at Close of Period
Land	3,437
Buildings and Equipment	5,162
Total	8,599
Accumulated Depreciation	$ (643)
TenThreeTwenty, Columbia, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 3,126
Buildings and Equipment	16,361
Costs Capitalized Subsequent to Acquisition	1,932
Cost amount carried at Close of Period
Land	3,126
Buildings and Equipment	18,293
Total	21,419
Accumulated Depreciation	$ (2,370)
3300 75th Avenue, Landover, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,110
Buildings and Equipment	36,371
Costs Capitalized Subsequent to Acquisition	3,140
Cost amount carried at Close of Period
Land	4,110
Buildings and Equipment	39,511
Total	43,621
Accumulated Depreciation	$ (11,474)
Redland 520/530, Rockville, MD
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 12,714
Buildings and Equipment	61,377
Costs Capitalized Subsequent to Acquisition	4,267
Cost amount carried at Close of Period
Land	12,714
Buildings and Equipment	65,644
Total	78,358
Accumulated Depreciation	$ (7,105)
Redland 540, Rockville, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 10,740
Buildings and Equipment	17,714
Costs Capitalized Subsequent to Acquisition	6,113
Cost amount carried at Close of Period
Land	10,740
Buildings and Equipment	23,827
Total	34,567
Accumulated Depreciation	$ (4,390)
Rutherford Business Park, Windsor Mill, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,598
Buildings and Equipment	10,219
Costs Capitalized Subsequent to Acquisition	545
Cost amount carried at Close of Period
Land	1,598
Buildings and Equipment	10,764
Total	12,362
Accumulated Depreciation	$ (2,438)
3550 Green Court, Ann Arbor, MI
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 3,630
Buildings and Equipment	4,857
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	3,630
Buildings and Equipment	4,857
Total	8,487
Accumulated Depreciation	$ (429)
11411 E. Jefferson Avenue, Detroit, MI
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 630
Buildings and Equipment	18,002
Costs Capitalized Subsequent to Acquisition	567
Cost amount carried at Close of Period
Land	630
Buildings and Equipment	18,569
Total	19,199
Accumulated Depreciation	$ (5,358)
Rosedale Corporate Plaza, Roseville, MN
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 672
Buildings and Equipment	6,045
Costs Capitalized Subsequent to Acquisition	1,547
Cost amount carried at Close of Period
Land	672
Buildings and Equipment	7,592
Total	8,264
Accumulated Depreciation	$ (4,338)
1300 Summit Street, Kansas City, MO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,776
Buildings and Equipment	12,070
Costs Capitalized Subsequent to Acquisition	900
Cost amount carried at Close of Period
Land	2,776
Buildings and Equipment	12,970
Total	15,746
Accumulated Depreciation	$ (2,978)
2555 Grand Boulevard, Kansas City, MO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,209
Buildings and Equipment	51,522
Costs Capitalized Subsequent to Acquisition	4,402
Cost amount carried at Close of Period
Land	4,209
Buildings and Equipment	55,924
Total	60,133
Accumulated Depreciation	$ (4,550)
4241 NE 34th Street, Kansas City, MO
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,133
Buildings and Equipment	5,649
Costs Capitalized Subsequent to Acquisition	4,705
Cost amount carried at Close of Period
Land	1,470
Buildings and Equipment	10,017
Total	11,487
Accumulated Depreciation	$ (4,995)
1220 Echelon Parkway, Jackson, MS
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 440
Buildings and Equipment	25,458
Costs Capitalized Subsequent to Acquisition	529
Cost amount carried at Close of Period
Land	440
Buildings and Equipment	25,987
Total	26,427
Accumulated Depreciation	$ (6,103)
2300 and 2400 Yorkmont Road, Charlotte, NC
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 1,334
Buildings and Equipment	19,075
Costs Capitalized Subsequent to Acquisition	2,509
Cost amount carried at Close of Period
Land	1,334
Buildings and Equipment	21,584
Total	22,918
Accumulated Depreciation	$ (1,966)
18010 and 18020 Burt Street, Omaha, NE
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 6,977
Buildings and Equipment	12,500
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	6,977
Buildings and Equipment	12,500
Total	19,477
Accumulated Depreciation	$ (1,039)
500 Charles Ewing Boulevard, Ewing, NJ
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,808
Buildings and Equipment	26,002
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	4,808
Buildings and Equipment	26,002
Total	30,810
Accumulated Depreciation	$ (2,162)
299 Jefferson Road, Parsippany, NJ
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,543
Buildings and Equipment	2,914
Costs Capitalized Subsequent to Acquisition	865
Cost amount carried at Close of Period
Land	4,543
Buildings and Equipment	3,779
Total	8,322
Accumulated Depreciation	$ (386)
One Jefferson Road, Parsippany, NJ
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,415
Buildings and Equipment	5,249
Costs Capitalized Subsequent to Acquisition	63
Cost amount carried at Close of Period
Land	4,415
Buildings and Equipment	5,312
Total	9,727
Accumulated Depreciation	$ (439)
Airline Corporate Center, Colonie, NY
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 790
Buildings and Equipment	6,400
Costs Capitalized Subsequent to Acquisition	1,141
Cost amount carried at Close of Period
Land	790
Buildings and Equipment	7,541
Total	8,331
Accumulated Depreciation	$ (1,652)
5000 Corporate Court, Holtsville, NY
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 6,530
Buildings and Equipment	17,711
Costs Capitalized Subsequent to Acquisition	4,330
Cost amount carried at Close of Period
Land	6,530
Buildings and Equipment	22,041
Total	28,571
Accumulated Depreciation	$ (5,956)
1212 Pittsford - Victor Road, Pittsford, NY
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 608
Buildings and Equipment	78
Costs Capitalized Subsequent to Acquisition	538
Cost amount carried at Close of Period
Land	608
Buildings and Equipment	616
Total	1,224
Accumulated Depreciation	$ (67)
2231 Schrock Road, Columbus, OH
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 716
Buildings and Equipment	217
Costs Capitalized Subsequent to Acquisition	283
Cost amount carried at Close of Period
Land	716
Buildings and Equipment	500
Total	1,216
Accumulated Depreciation	$ (63)
4600 25th Avenue, Salem, OR
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 6,510
Buildings and Equipment	17,973
Costs Capitalized Subsequent to Acquisition	6,355
Cost amount carried at Close of Period
Land	6,510
Buildings and Equipment	24,328
Total	30,838
Accumulated Depreciation	$ (5,918)
8800 Tinicum Boulevard, Philadelphia, PA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,573
Buildings and Equipment	22,686
Costs Capitalized Subsequent to Acquisition	2,396
Cost amount carried at Close of Period
Land	5,573
Buildings and Equipment	25,082
Total	30,655
Accumulated Depreciation	$ (1,976)
446 Wrenplace Road, Fort Mill, SC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,031
Buildings and Equipment	22,524
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	5,031
Buildings and Equipment	22,524
Total	27,555
Accumulated Depreciation	$ (577)
9680 Old Bailes Road, Fort Mill, SC
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 834
Buildings and Equipment	2,944
Costs Capitalized Subsequent to Acquisition	53
Cost amount carried at Close of Period
Land	834
Buildings and Equipment	2,997
Total	3,831
Accumulated Depreciation	$ (247)
16001 North Dallas Parkway, Addison, TX
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 10,282
Buildings and Equipment	63,071
Costs Capitalized Subsequent to Acquisition	945
Cost amount carried at Close of Period
Land	10,282
Buildings and Equipment	64,016
Total	74,298
Accumulated Depreciation	$ (5,636)
Research Park, Austin, TX
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 4,258
Buildings and Equipment	13,747
Costs Capitalized Subsequent to Acquisition	247
Cost amount carried at Close of Period
Land	4,258
Buildings and Equipment	13,994
Total	18,252
Accumulated Depreciation	$ (2,103)
10451 Clay Road, Houston, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,495
Buildings and Equipment	10,253
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	5,495
Buildings and Equipment	10,253
Total	15,748
Accumulated Depreciation	$ (854)
202 North Castlegory Road, Houston, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 863
Buildings and Equipment	5,024
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	863
Buildings and Equipment	5,024
Total	5,887
Accumulated Depreciation	$ (393)
6380 Rogerdale Road, Houston, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 12,628
Buildings and Equipment	6,113
Costs Capitalized Subsequent to Acquisition	1,092
Cost amount carried at Close of Period
Land	12,628
Buildings and Equipment	7,205
Total	19,833
Accumulated Depreciation	$ (550)
4221 W. John Carpenter Freeway, Irving, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,413
Buildings and Equipment	2,365
Costs Capitalized Subsequent to Acquisition	1,843
Cost amount carried at Close of Period
Land	1,413
Buildings and Equipment	4,208
Total	5,621
Accumulated Depreciation	$ (736)
8675, 8701-8711 Freeport Pkwy and 8901 Esters Boulevard, Irving, TX
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 10,185
Buildings and Equipment	31,566
Costs Capitalized Subsequent to Acquisition	68
Cost amount carried at Close of Period
Land	10,185
Buildings and Equipment	31,634
Total	41,819
Accumulated Depreciation	$ (2,625)
1511 East Common Street, New Braunfels, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,965
Buildings and Equipment	1,266
Costs Capitalized Subsequent to Acquisition	222
Cost amount carried at Close of Period
Land	4,965
Buildings and Equipment	1,488
Total	6,453
Accumulated Depreciation	$ (124)
2900 West Plano Parkway, Plano, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 6,819
Buildings and Equipment	8,831
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	6,819
Buildings and Equipment	8,831
Total	15,650
Accumulated Depreciation	$ (734)
3400 West Plano Parkway, Plano, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,543
Buildings and Equipment	15,964
Costs Capitalized Subsequent to Acquisition	321
Cost amount carried at Close of Period
Land	4,543
Buildings and Equipment	16,285
Total	20,828
Accumulated Depreciation	$ (1,369)
3600 Weismann Boulevard, San Antonio, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 3,493
Buildings and Equipment	6,662
Costs Capitalized Subsequent to Acquisition	3,300
Cost amount carried at Close of Period
Land	3,493
Buildings and Equipment	9,962
Total	13,455
Accumulated Depreciation	$ (1,129)
701 Clay Road, Waco, TX
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,030
Buildings and Equipment	8,708
Costs Capitalized Subsequent to Acquisition	14,327
Cost amount carried at Close of Period
Land	2,060
Buildings and Equipment	23,005
Total	25,065
Accumulated Depreciation	$ (7,173)
1800 Novell Place, Provo, UT
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 7,487
Buildings and Equipment	43,487
Costs Capitalized Subsequent to Acquisition	124
Cost amount carried at Close of Period
Land	7,487
Buildings and Equipment	43,611
Total	51,098
Accumulated Depreciation	$ (3,906)
4885-4931 North 300 West, Provo, UT
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,915
Buildings and Equipment	9,429
Costs Capitalized Subsequent to Acquisition	21
Cost amount carried at Close of Period
Land	3,915
Buildings and Equipment	9,450
Total	13,365
Accumulated Depreciation	$ (834)
14660, 14672 and 14668 Lee Road, Chantilly, VA
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 6,966
Buildings and Equipment	74,214
Costs Capitalized Subsequent to Acquisition	6,172
Cost amount carried at Close of Period
Land	6,966
Buildings and Equipment	80,386
Total	87,352
Accumulated Depreciation	$ (10,355)
1434 Crossways, Chesapeake, VA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,617
Buildings and Equipment	19,527
Costs Capitalized Subsequent to Acquisition	2,673
Cost amount carried at Close of Period
Land	3,617
Buildings and Equipment	22,200
Total	25,817
Accumulated Depreciation	$ (2,680)
Enterchange At Meadowville, Chester, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,478
Buildings and Equipment	9,594
Costs Capitalized Subsequent to Acquisition	424
Cost amount carried at Close of Period
Land	1,478
Buildings and Equipment	10,018
Total	11,496
Accumulated Depreciation	$ (2,077)
Three Flint Hill, Fairfax, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,991
Buildings and Equipment	25,536
Costs Capitalized Subsequent to Acquisition	3,118
Cost amount carried at Close of Period
Land	5,991
Buildings and Equipment	28,654
Total	34,645
Accumulated Depreciation	$ (4,356)
7987 Ashton Avenue, Manassas, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,562
Buildings and Equipment	8,253
Costs Capitalized Subsequent to Acquisition	1,059
Cost amount carried at Close of Period
Land	1,562
Buildings and Equipment	9,312
Total	10,874
Accumulated Depreciation	$ (1,311)
Two Commercial Place, Norfolk, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,494
Buildings and Equipment	21,508
Costs Capitalized Subsequent to Acquisition	575
Cost amount carried at Close of Period
Land	4,494
Buildings and Equipment	22,083
Total	26,577
Accumulated Depreciation	$ (1,744)
1759 & 1760 Business Center Drive, Reston, VA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 9,066
Buildings and Equipment	78,658
Costs Capitalized Subsequent to Acquisition	7,007
Cost amount carried at Close of Period
Land	9,066
Buildings and Equipment	85,665
Total	94,731
Accumulated Depreciation	$ (15,947)
1775 Wiehle Avenue, Reston, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 4,138
Buildings and Equipment	26,120
Costs Capitalized Subsequent to Acquisition	2,000
Cost amount carried at Close of Period
Land	4,138
Buildings and Equipment	28,120
Total	32,258
Accumulated Depreciation	$ (3,312)
9201 Forest Hill Avenue, Richmond, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,344
Buildings and Equipment	375
Costs Capitalized Subsequent to Acquisition	466
Cost amount carried at Close of Period
Land	1,344
Buildings and Equipment	841
Total	2,185
Accumulated Depreciation	$ (100)
9960 Mayland Drive, Richmond, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,614
Buildings and Equipment	15,930
Costs Capitalized Subsequent to Acquisition	3,392
Cost amount carried at Close of Period
Land	2,614
Buildings and Equipment	19,322
Total	21,936
Accumulated Depreciation	$ (3,720)
Parham Place, Richmond, VA
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 913
Buildings and Equipment	1,099
Costs Capitalized Subsequent to Acquisition	563
Cost amount carried at Close of Period
Land	913
Buildings and Equipment	1,662
Total	2,575
Accumulated Depreciation	$ (132)
1751 Blue Hills Drive, Roanoke, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 2,689
Buildings and Equipment	7,761
Costs Capitalized Subsequent to Acquisition	0
Cost amount carried at Close of Period
Land	2,689
Buildings and Equipment	7,761
Total	10,450
Accumulated Depreciation	$ (645)
Atlantic Corporate Park, Sterling, VA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 5,752
Buildings and Equipment	29,316
Costs Capitalized Subsequent to Acquisition	2,713
Cost amount carried at Close of Period
Land	5,752
Buildings and Equipment	32,029
Total	37,781
Accumulated Depreciation	$ (3,499)
Orbital Sciences Campus, Sterling, VA
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 12,275
Buildings and Equipment	19,320
Costs Capitalized Subsequent to Acquisition	780
Cost amount carried at Close of Period
Land	12,275
Buildings and Equipment	20,100
Total	32,375
Accumulated Depreciation	$ (1,754)
Sterling Business Park Lots 8 & 9, Sterling, VA
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 5,871
Buildings and Equipment	44,324
Costs Capitalized Subsequent to Acquisition	103
Cost amount carried at Close of Period
Land	5,871
Buildings and Equipment	44,427
Total	50,298
Accumulated Depreciation	$ (4,714)
65 Bowdoin Street, S. Burlington VT
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 700
Buildings and Equipment	8,416
Costs Capitalized Subsequent to Acquisition	140
Cost amount carried at Close of Period
Land	700
Buildings and Equipment	8,556
Total	9,256
Accumulated Depreciation	$ (2,524)
840 North Broadway, Everett, WA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,360
Buildings and Equipment	15,376
Costs Capitalized Subsequent to Acquisition	3,228
Cost amount carried at Close of Period
Land	3,360
Buildings and Equipment	18,604
Total	21,964
Accumulated Depreciation	$ (4,189)
Stevens Center, Richland, WA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,970
Buildings and Equipment	17,035
Costs Capitalized Subsequent to Acquisition	5,594
Cost amount carried at Close of Period
Land	4,042
Buildings and Equipment	22,557
Total	26,599
Accumulated Depreciation	$ (12,408)
351, 401, 501 Elliot Ave West, Seattle, WA
Real estate and accumulated depreciation
Number of Properties | property	3
Initial Cost to Company
Land	$ 26,640
Buildings and Equipment	52,740
Costs Capitalized Subsequent to Acquisition	5,782
Cost amount carried at Close of Period
Land	26,640
Buildings and Equipment	58,522
Total	85,162
Accumulated Depreciation	$ (4,705)
5353 Yellowstone Road, Cheyenne, WY
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 1,915
Buildings and Equipment	8,217
Costs Capitalized Subsequent to Acquisition	1,882
Cost amount carried at Close of Period
Land	1,950
Buildings and Equipment	10,064
Total	12,014
Accumulated Depreciation	$ (5,551)
Total Real Estate Assets
Real estate and accumulated depreciation
Number of Properties | property	178
Encumbrances	$ 98,178
Initial Cost to Company
Land	883,260
Buildings and Equipment	2,685,828
Costs Capitalized Subsequent to Acquisition	392,665
Impairment/ Writedowns	(22,877)
Cost amount carried at Close of Period
Land	880,004
Buildings and Equipment	3,058,872
Total	3,938,876
Accumulated Depreciation	$ (498,266)
Properties Held for Sale
Real estate and accumulated depreciation
Number of Properties | property	4
Encumbrances	$ 0
Initial Cost to Company
Land	7,731
Buildings and Equipment	26,932
Costs Capitalized Subsequent to Acquisition	3,762
Impairment/ Writedowns	(10,635)
Cost amount carried at Close of Period
Land	5,896
Buildings and Equipment	21,894
Total	27,790
Accumulated Depreciation	$ (2,354)
Properties Held for Sale | 2115 East Jefferson Street, Rockville, MD
Real estate and accumulated depreciation
Number of Properties | property	1
Initial Cost to Company
Land	$ 3,349
Buildings and Equipment	11,152
Costs Capitalized Subsequent to Acquisition	592
Impairment/ Writedowns	(8,646)
Cost amount carried at Close of Period
Land	1,678
Buildings and Equipment	4,769
Total	6,447
Accumulated Depreciation	$ 0
Properties Held for Sale | Greenbrier Towers, Chesapeake, VA
Real estate and accumulated depreciation
Number of Properties | property	2
Initial Cost to Company
Land	$ 3,437
Buildings and Equipment	11,241
Costs Capitalized Subsequent to Acquisition	3,067
Cost amount carried at Close of Period
Land	3,437
Buildings and Equipment	14,308
Total	17,745
Accumulated Depreciation	$ (2,354)
Properties Held for Sale | 11050 West Liberty Drive, Milwaukee, WI
Real estate and accumulated depreciation
Number of Properties | building	1
Initial Cost to Company
Land	$ 945
Buildings and Equipment	4,539
Costs Capitalized Subsequent to Acquisition	103
Impairment/ Writedowns	(1,989)
Cost amount carried at Close of Period
Land	781
Buildings and Equipment	2,817
Total	3,598
Accumulated Depreciation	$ 0

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SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Mortgage debt, net	$ 123
Aggregate cost for federal income tax purposes	$ 7,358,924
Useful life of buildings and improvements	40 years
Useful life of equipment	12 years

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SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Carrying Amount and Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Real Estate Properties
Balance at the beginning of the period	$ 3,522,143	$ 3,493,231	$ 3,944,636
Additions	584,805	122,116	66,221
Loss on asset impairment	(58,696)	(2,954)	(22,255)
Disposals	(72,137)	(31,193)	(424,302)
Cost basis adjustment	(37,239)	(3,968)	(9,169)
Reclassification of assets of properties held for sale	(27,790)	(55,089)	(61,900)
Balance at the end of the period	3,911,086	3,522,143	3,493,231
Accumulated Depreciation
Balance at the beginning of the period	451,914	387,656	375,147
Additions	92,266	83,828	89,398
Loss on asset impairment	0	0	0
Disposals	(8,675)	(13,125)	(64,167)
Cost basis adjustment	(37,239)	(3,968)	(9,169)
Reclassification of assets of properties held for sale	(2,354)	(2,477)	(3,553)
Balance at the end of the period	$ 495,912	$ 451,914	$ 387,656