Form SCHEDULE 13G OFFICE PROPERTIES INCOME Filed by: WHITEBOX ADVISORS LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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OFFICE PROPERTIES INCOME TRUST (Name of Issuer) |
Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/17/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
WHITEBOX ADVISORS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,797,150.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
WHITEBOX GENERAL PARTNER LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,797,150.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OFFICE PROPERTIES INCOME TRUST | |
| (b) | Address of issuer's principal executive offices:
Two Newton Place, 255 Washington Street, Suite 300, NEWTON, MASSACHUSETTS, 02458 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by:
(i) Whitebox Advisors LLC, a Delaware limited liability company ("WA"); and
(ii) Whitebox General Partner LLC, a Delaware limited liability company ("WGP" and, together with WA, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of WA and WGP is:
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416 | |
| (c) | Citizenship:
WA and WGP are organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Shares of Beneficial Interest, $0.01 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of June 17, 2026, each of WA and WGP was deemed to be the beneficial owner of 1,797,503 common shares of beneficial interest, $0.01 par value per share ("Common Shares"), as a result of WA's clients' ownership of: (i) 1,748,958 Common Shares and (ii) warrants to purchase 48,545 Common Shares, which warrants are currently exercisable ("Warrants").
As of the date hereof, each of WA and WGP is deemed to be the beneficial owner of 1,797,150 Common Shares, as a result of WA's clients' ownership of (i) 1,748,605 Common Shares and (ii) Warrants to purchase 48,545 Common Shares. | |
| (b) | Percent of class:
As of June 17, 2026, each of WA and WGP was deemed to beneficially own approximately 8.2% of the Common Shares outstanding.
As of the date hereof, each of WA and WGP is deemed to beneficially own approximately 8.2% of the Common Shares outstanding.
Percents of class were calculated based on the sum of (i) 21,953,577 Common Shares outstanding as of June 17, 2026, as reported in the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2026, and (ii) 48,545 Common Shares that WA and WGP have the right to acquire upon exercise of Warrants, which amount has been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
WA and WGP: 0 | ||
| (ii) Shared power to vote or to direct the vote:
WA and WGP: 1,797,150 | ||
| (iii) Sole power to dispose or to direct the disposition of:
WA and WGP: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
WA and WGP: 1,797,150 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
WA's clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement, dated July 6, 2026, by and among the Reporting Persons |
ATTACHMENTS / EXHIBITS