Office Properties Income Trust美股招股说明书(2025-03-14版)

OFFICE PROPERTIES INCOME TRUST Up to $100,000,000Common Shares of Beneficial Interest We have entered into a sales agreement, dated as of March14, 2025, or the sales agreement, with ClearStreet LLC, or the Agent, relating to our common shares of beneficial interest, $.01 par value per share, orour common shares, offered by this prospectus supplement. In accordance with the terms of the salesagreement, we may from time to time offer and sell common shares having an aggregate sales price of up to$100,000,000 through or to the Agent as agent or principal. Sales of our common shares, if any, under this prospectus supplement and the accompanyingprospectus may be made by any method deemed to be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Agent is notrequired to sell any specific number or dollar amount of securities but will act as a sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreedterms between the Agent and us. Our common shares to which this prospectus supplement relates will besold through the Agent on any given day. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. The offering pursuant to this prospectus supplement will terminate upon theearlier of (1)the sale of common shares having an aggregate sales price of $100,000,000 pursuant to thisprospectus supplement and (2)the termination by us or the Agent of the sales agreement pursuant to itsterms. The compensation to the Agent for sales of common shares sold pursuant to the sales agreement will beequal to 3.0% of the gross proceeds from each such sale. In connection with the sale of common shares onour behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, andthe compensation of the Agent will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Agent with respect to certain liabilities, includingliabilities under the Securities Act. Our common shares are listed on Nasdaq under the symbol “OPI.” On March13, 2025, the lastreported sale price of our common shares on Nasdaq was $0.78. Investing in our securities involves risks that are described in the “Risk Factors” section on pageS-4of thisprospectus supplement and page 1 of the accompanying prospectus, as well as the risks described in the “RiskFactors” section of our Annual Report on Form 10-K for the year ended December31, 2024, or our AnnualReport, and under similar headings in the other documents that are filed after the date hereof and incorporatedby reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Clear Street The date of this prospectus supplement is March14, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5MATERIAL UNITED STATES FEDERAL INCOME TAX AND ERISACONSIDERATIONSS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-8EXPERTSS-8INFORMATION INCORPORATED BY REFERENCES-8WHERE YOU CAN FIND MORE INFORMATIONS-9WARNING CONCERNING FORWARD-LOOKING STATEMENTSS-10STATEMENT CONCERNING LIMITED LIABILITYS-11ProspectusABOUT THIS PROSPECTUSiOUR COMPANY1RISK FACTORS1WARNING CONCERNING FORWARD-LOOKING STATEMENTS1STATEMENT CONCERNING LIMITED LIABILITY3USE OF PROCEEDS3DESCRIPTION OF DEBT SECURITIES3DESCRIPTION OF SHARES OF BENEFICIAL INTEREST13DESCRIPTION OF DEPOSITARY SHARES18DESCRIPTION OF WARRANTS21DESCRIPTION OF CERTAIN PROVISIONS OF MARYLAND LAW AND OF OURDECLARATION OF TRUST AND BYLAWS22PLAN OF DISTRIBUTION35LEGAL MATTERS36EXPERTS36WHERE YOU CAN FIND MORE INFORMATION36INFORMATION INCORPORATED BY REFERENCE36 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of the offering of our common shares by us and also adds to and updates information contained in theaccompanying prospectus. The second part is the accompanying prospectus, which gives more generalinformation, some of which may not apply to this offering. The rules of the Securities and ExchangeCommission, or the SEC, allow us to incorporate by reference information into this prospectus supplement.This prospectus supplement may add to, update or change the information in the accompanying prospectus.To the extent there is a conflict between the information contained in this prospectus supplement, on the onehand, and the information contained in the accompanying prospectus or in any document incorporated byreference that was filed with the SEC before th