Office Properties Income Trust

05/15/2026 | Press release | Distributed by Public on 05/15/2026 15:10

Post-effective Amendment to Registration Statement for Employee Benefit Plan (Form S-8 POS)

As filed with the Securities and Exchange Commission on May 15, 2026

Registration No. 333-191094

Registration No. 333-238709

Registration No. 333-287981

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENTS NO. 1

TO

FORM S-8

REGISTRATION STATEMENTS

UNDER THE SECURITIES ACT OF 1933

OFFICE PROPERTIES INCOME TRUST

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)
26-4273474
(I.R.S. Employer
Identification Number)

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts

(Address of Principal Executive Offices)

02458-1634
(Zip Code)

Second Amended and Restated Office Properties Income Trust

2009 Incentive Share Award Plan

(Full title of the plan)

Brian E. Donley

Chief Financial Officer and Treasurer

Office Properties Income Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-1634

(Name and address of agent for service)

(617) 219-1440

(Telephone number, including area code, of agent for service)

Copy to:

Howard E. Berkenblit

Shu Wei

Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts 02109

(617) 338-2800

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 x Smaller reporting company x
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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

Office Properties Income Trust, a Maryland real estate investment trust, or the Registrant, is filing these Post-Effective Amendments, or these Post-Effective Amendments, to the following Registration Statements on Form S-8, or each a Registration Statement and together, the Registration Statements, which have been previously filed by the Registrant with the Securities and Exchange Commission, or the SEC, to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the Registration Statements:

1. Registration Statement No. 333-191094 on Form S-8 filed with the SEC on September 11, 2013, registering 1,845,686 common shares of beneficial interest, par value $.01 per share ("Common Shares"), of the Registrant available for award under the Government Properties Income Trust 2009 Incentive Share Award Plan;
2. Registration Statement No. 333-238709 on Form S-8 filed with the SEC on May 27, 2020, registering 1,000,000 Common Shares available for award under the Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan; and
3. Registration Statement No. 333-287981 on Form S-8 filed with the SEC on June 12, 2025, registering 2,000,000 Common Shares available for award under the Second Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan.

On October 30, 2025, the Registrant and certain of its subsidiaries each commenced a voluntary case, or, collectively, the Chapter 11 Cases, under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of Texas.

In connection with the Chapter 11 Cases, the Registrant has terminated any and all offerings and sales of securities pursuant to each Registration Statement. In accordance with the undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that have been registered for issuance and remain unsold at the termination of such offering, the Registrant hereby removes from registration any and all of such securities registered under such Registration Statement but unsold or unissued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 15, 2026.

OFFICE PROPERTIES INCOME TRUST
By: /s/ Brian E. Donley
Brian E. Donley
Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments No. 1 to Registration Statements on Form S-8 have been signed below by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/  Yael Duffy Managing Trustee; President and Chief Executive Officer (principal chief executive officer) May 15, 2026
Yael Duffy
/s/  Brian E. Donley Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) May 15, 2026
Brian E. Donley
/s/  Donna D. Fraiche Independent Trustee May 15, 2026
Donna D. Fraiche
/s/  Barbara D. Gilmore Independent Trustee May 15, 2026
Barbara D. Gilmore
/s/  William A. Lamkin Independent Trustee May 15, 2026
William A. Lamkin
/s/  Elena Poptodorova Independent Trustee May 15, 2026
Elena Poptodorova
/s/  Timothy R. Pohl Independent Trustee May 15, 2026
Timothy R. Pohl
/s/  Adam D. Portnoy Managing Trustee May 15, 2026
Adam D. Portnoy
/s/  Jeffrey P. Somers Independent Trustee May 15, 2026
Jeffrey P. Somers
/s/  Mark A. Talley Independent Trustee May 15, 2026
Mark A. Talley
Office Properties Income Trust published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 15, 2026 at 21:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]