Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2022, G. Douglas Lanois resigned as our Chief Financial
Officer and Treasurer, effective September 30, 2022. On that same date, our Board of Trustees, or our Board, appointed Tiffany Sy as our
Chief Financial Officer and Treasurer, effective October 1, 2022.
Ms. Tiffany Sy, age 42,
joined The RMR Group LLC, or RMR, in 2020 as a Senior Director, Accounting, and is responsible for various aspects of the accounting function supporting RMR
and its clients, including us. Ms. Sy has been promoted to a Vice President of RMR and has also been appointed Chief Financial Officer
and Treasurer of Tremont Realty Capital LLC, or Tremont, both effective October 1, 2022. Prior to joining RMR, Ms. Sy held various
accounting leadership positions at Five Star Senior Living and Bank Rhode Island. Ms. Sy also practiced public accounting for 15
years, including in the audit practice of Ernst & Young LLP for more than 10 years. Ms. Sy is a certified public accountant.
Ms. Sy has advised us
that she has no arrangements or understandings with any other person pursuant to which she was appointed Chief Financial Officer and Treasurer,
and, except as set forth below, Ms. Sy has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Ms. Sy does not have a family relationship with any member of our Board or any of our executive
officers.
Contemporaneously
with the effectiveness of Ms. Sy’s appointment as our Chief Financial Officer and Treasurer, we expect to enter into an indemnification
agreement with Ms. Sy on substantially the same terms as the indemnification agreements we previously entered into with our other
executive officers. We previously filed a form of this indemnification agreement we entered with our Trustees and executive officers as
Exhibit 10.5 to our Annual Report on Form 10-K for the year ended December 31, 2021,
or our Annual Report, which form is incorporated herein by reference.
Information Regarding Certain Relationships
and Related Person Transactions
We have relationships and
historical and continuing transactions with Tremont, RMR, The RMR Group Inc., or RMR Inc., and others related to them. For example: we
have no employees and the personnel and various services we require to operate our business are provided to us by Tremont pursuant to
our management agreement with Tremont; Tremont is a subsidiary of RMR, which is a majority owned subsidiary of RMR Inc., and RMR Inc.
is a managing member of RMR; RMR provides certain services to Tremont that are applicable to us pursuant to a shared services agreement
between Tremont and RMR; Tremont is our largest shareholder, owning approximately 11.7% of our outstanding common shares at June 30,
2022; one of our Managing Trustees and Chair of our Board, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder
of ABP Trust, which is the controlling shareholder of RMR Inc., and he is also a director of Tremont, the chair of the board of directors,
a managing director, the president and chief executive officer of RMR Inc., and an officer and employee of RMR; our other Managing Trustee,
Matthew P. Jordan is an officer of RMR Inc. and an officer and employee of RMR; and our executive officers are officers of RMR and Tremont
and employees of Tremont and/or RMR.
For further information about
these and other such relationships and related person transactions, please see our Annual Report, our definitive Proxy Statement for our
2022 Annual Meeting of Shareholders, or our Proxy Statement, our Quarterly Report for the quarterly period ended June 30, 2022, or
our Quarterly Report, and our other filings with the Securities and Exchange Commission, or the SEC, including Note 11 to our consolidated
financial statements included in our Annual Report and the sections captioned “Business”, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations-Related Person Transactions” and “Warning Concerning Forward-Looking
Statements” of our Annual Report, the section captioned “Related Person Transactions” and the information regarding
our Trustees and executive officers included in our Proxy Statement and Note 8 to our condensed consolidated financial statements included
in our Quarterly Report and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results
of Operations—Related Person Transactions” and “Warning Concerning Forward-Looking Statements” of our Quarterly
Report. In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that
may arise as a result of these and other such relationships and related person transactions. Our filings with the SEC and copies of certain
of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the
SEC’s website, www.sec.gov.