Office Properties Income Trust (OPI) Enters New Management Agreement A

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Office Properties Income Trust (OPI) has entered into a new management agreement with its external manager as part of a plan of reorganization, according to an 8-K filed June 23, 2026. The agreement includes a termination fee of up to $28 million if OPI ends the contract within the first two years under certain circumstances. Adam Portnoy, a representative of the manager, has been added to OPI's board of directors under terms of the agreement.

Office Properties Income Trust (OPI) disclosed a wide-ranging set of corporate changes in an 8-K (a filing companies use to report major news) filed June 23, 2026, tied to the company's plan of reorganization (a court-approved restructuring plan).

New Management Agreement

At the center of the filing is a new external management agreement between OPI and its manager. Under this contract, the manager handles day-to-day operations of the company's office properties in exchange for ongoing management fees.

If OPI terminates the agreement within the first two years for reasons that qualify as a "Covered Termination" — which includes OPI ending it for convenience, the manager ending it for good reason, or a dispute over a modification — OPI must pay the manager a termination fee in cash. According to the filing, that fee equals $28 million minus whatever management fees have already been paid up to the termination date.

The termination fee does not apply if OPI fires the manager for cause, if OPI ends the contract after the manager undergoes a change of control (a new party takes over the manager), if the manager voluntarily walks away, or if the termination happens after the two-year anniversary of the agreement.

Either side can exit the agreement with advance written notice: OPI must give 60 days' notice to terminate for convenience; the manager must give 180 days' notice to terminate for convenience, or 60–90 days to terminate for good reason.

Board Seat for Manager's Representative

As part of the reorganization plan, Adam Portnoy — an employee, officer, or director of the manager — has been added to OPI's board of directors. The filing states OPI has agreed to nominate Mr. Portnoy (or a manager-approved substitute) for re-election to the board for at least another year. If the agreement is terminated before its two-year anniversary, the manager has agreed to use its best efforts to have its board designee resign at that time.

Related Agreements

The filing also references a companion property management agreement and a separate agreement covering a newly created special-purpose vehicle entity called the "New 2027 SPV," which appears to be a subsidiary structure created as part of the reorganization. These are described as separate contracts with their own fee arrangements.

Multiple 8-K Items Filed

The 8-K covers a broad set of disclosures — including entry into a material agreement, creation of a financial obligation, changes in control, director changes, and amendments to organizational documents — reflecting the scope of changes OPI is implementing as it emerges from its reorganization process.

Key facts

OPI filed an 8-K on June 23, 2026 covering multiple major corporate events.

A new external management agreement was entered into as part of OPI's plan of reorganization.

The termination fee under the new management agreement is up to $28 million if OPI exits the contract within two years under a 'Covered Termination.'

The termination fee equals $28 million minus management fees already paid to the manager.

Adam Portnoy, a representative of the manager, has been added to OPI's board of directors.

OPI must give 60 days' notice to terminate the management agreement for convenience; the manager must give 180 days' notice.

A companion property management agreement and a New 2027 SPV agreement were also entered into concurrently.

The 8-K covers Items 1.01, 1.02, 1.03, 2.03, 3.02, 3.03, 5.01, 5.02, 5.03, 8.01, and 9.01.

Why it matters

OPI is an externally managed REIT (a type of real estate company that pays out most of its income to shareholders), which means the terms of its management contract directly affect how much money flows to the manager versus shareholders. The $28 million two-year termination fee creates a significant financial barrier to replacing the manager in the near term, which limits OPI's flexibility if shareholders or a new board wanted to change direction. The board seat guaranteed to the manager's representative further intertwines management and governance. These terms are material for any investor evaluating OPI's corporate governance and cost structure as it exits reorganization.

Frequently asked

What is the termination fee in OPI's new management agreement?

According to the filing, the termination fee is $28 million minus whatever management fees have already been paid. It applies only if OPI ends the contract within two years under certain qualifying circumstances.

When does the termination fee NOT apply?

The filing states the fee is not owed if OPI terminates the manager for cause, if OPI ends the contract after a change of control at the manager, if the manager voluntarily walks away, or if the termination happens after the two-year anniversary of the agreement.

Who is Adam Portnoy and why is he joining OPI's board?

Adam Portnoy is described in the filing as a representative of OPI's external manager. He was added to OPI's board as part of the plan of reorganization, and OPI has agreed to nominate him for re-election for at least another year.

How much notice does each side need to give to end the management agreement?

OPI must give 60 days' written notice to end the contract for convenience. The manager must give 180 days' written notice to end it for convenience, or 60 to 90 days to end it for good reason.

What the filing reported

1.01 Entry into a Material Agreement

1.02 Termination of a Material Agreement

1.03 Other reported item

2.03 Creation of a Material Financial Obligation

3.02 Other reported item

3.03 Other reported item

5.01 Changes in Control of Registrant

5.02 Departure/Election of Directors or Officers

5.03 Amendments to Articles / Bylaws (incl. name change)

8.01 Other Events

9.01 Financial Statements & Exhibits

Office Properties Income Trust (OPI) Enters New Management Agreement After Reorganization