Part I [Item 1. Business](index=4&type=section&id=Item%201.%20Business) EQC, a former REIT, dissolved on June 13, 2025, transferring assets to EQC Liquidating Trust, which subsequently dissolved on September 30, 2025, after liquidating assets and donating remaining funds - EQC, a Maryland REIT, and its Operating Trust dissolved on **June 13, 2025**[15](index=15&type=chunk) - EQC completed over **$7.6 billion** in dispositions from 2014 to 2020, leading to a Board decision on **July 30, 2024**, to liquidate assets[18](index=18&type=chunk)[19](index=19&type=chunk) - EQC Liquidating Trust (EQC LT) was formed on **June 13, 2025**, to liquidate EQC's affairs and dissolved on **September 30, 2025**, after donating remaining **$150,000** to charities[21](index=21&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) - As of **September 30, 2025**, the Liquidating Trust owned no properties and had no employees, having disposed of **168 properties** and **three land parcels** totaling **45.8 million square feet** for **$7.2 billion** since 2014[27](index=27&type=chunk)[28](index=28&type=chunk) [Item 1A. Risk Factors](index=5&type=section&id=Item%201A.%20Risk%20Factors) No applicable risk factors are believed to exist due to the dissolution of EQC Liquidating Trust on September 30, 2025 - No applicable risk factors are believed to exist due to EQC LT's dissolution on **September 30, 2025**[30](index=30&type=chunk) [Item 1B. Unresolved Staff Comments](index=5&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments - No unresolved staff comments[31](index=31&type=chunk) [Item 1C. Cybersecurity](index=5&type=section&id=Item%201C.%20Cybersecurity) EQC and EQC LT maintained a cybersecurity program with prevention, identification, and mitigation measures, overseen by the Audit Committee and Trustees, with no material impact from threats - EQC and EQC LT maintained a cybersecurity program including reputable hardware/software, periodic testing, third-party penetration testing, vendor verification, and employee training[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - Processes for cyber incident assessment and response integrated third-party digital forensics, legal providers, and law enforcement[35](index=35&type=chunk) - No material effects from cybersecurity threats were believed to have impacted the Company's business strategy, operations, or financial condition[37](index=37&type=chunk) - The cybersecurity program was managed by the IT department, overseen by EQC's Audit Committee and EQC LT's Trustees[38](index=38&type=chunk)[40](index=40&type=chunk) [Item 2. Properties](index=6&type=section&id=Item%202.%20Properties) As of September 30, 2025, the registrant did not own any properties - As of **September 30, 2025**, the company did not own any properties[41](index=41&type=chunk) [Item 3. Legal Proceedings](index=6&type=section&id=Item%203.%20Legal%20Proceedings) The registrant was not involved in any material litigation, nor was any threatened, that would have a material adverse effect - No material litigation was ongoing or threatened against the company[42](index=42&type=chunk) [Item 4. Mine Safety Disclosures](index=6&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine Safety Disclosures are not applicable to the registrant - Mine Safety Disclosures are not applicable[43](index=43&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=7&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Equity Commonwealth's common shares ceased trading on the NYSE on April 21, 2025, with significant liquidating distributions totaling **$2.17 billion** to common shareholders and **$123.3 million** to preferred shareholders - Equity Commonwealth's common shares ceased trading on the NYSE on **April 21, 2025**, and Liquidating Trust units were not transferable or publicly traded[45](index=45&type=chunk)[46](index=46&type=chunk) Common Share and Unit Distributions | Distribution Type | Date Announced | Payment Date | Amount Per Share | Aggregate Amount (Millions) | | :---------------- | :------------- | :----------- | :--------------- | :----------------------- | | Initial Liquidating Cash | Nov 15, 2024 | Dec 6, 2024 | $19.00 | $2,000.0 | | Final Liquidating Cash | Apr 1, 2025 | Apr 22, 2025 | $1.60 | $172.4 | | Catch-up Cash (2022/2021 awards) | Feb 2025 | Feb 2025 | N/A | $12.5 | | Catch-up Cash (2023/2024 awards) | Mar 2025 | Mar 2025 | N/A | $17.5 | - A payment of **$123.3 million** was made to Series D Preferred Shareholders on **December 3, 2024**, covering liquidation preference and accrued dividends[52](index=52&type=chunk) - A **$150.0 million** share repurchase program authorized in **June 2024** expired on **June 30, 2025**, without any common shares repurchased[53](index=53&type=chunk) [Item 6. [Reserved]](index=8&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and not applicable - Item 6 is reserved and not applicable[55](index=55&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=8&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses EQC's financial condition, operations, liquidity, and cash flows for the year ended September 30, 2025, highlighting the shift to liquidation basis accounting and the completion of its wind-down - EQC's Board decided on **July 30, 2024**, to liquidate assets, a decision approved by shareholders on **November 12, 2024**[60](index=60&type=chunk)[61](index=61&type=chunk) - As of **September 30, 2025**, the company had no remaining assets or debt, having completed its liquidation and dissolved the Liquidating Trust[63](index=63&type=chunk)[66](index=66&type=chunk) - The company adopted liquidation basis accounting as of **November 1, 2024**, adjusting assets to estimated net realizable value and making current year results incomparable to prior periods[65](index=65&type=chunk)[75](index=75&type=chunk) Cash Flows (Ten Months Ended October 31, 2024) | Activity | Net Cash Flow (Millions) | | :----------------------- | :----------------------- | | Operating Activities | $99.1 | | Investing Activities | $13.9 | | Financing Activities | $(11.1) | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=11&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The registrant does not believe it had any significant exposure to market risks from interest rate changes - No significant exposure to market risks from interest rate changes[80](index=80&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=11&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Financial statements and supplementary data are included in Item 15 of this Annual Report on Form 10-K - Financial statements and supplementary data are located in Item 15[81](index=81&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=11&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[82](index=82&type=chunk) [Item 9A. Controls and Procedures](index=11&type=section&id=Item%209A.%20Controls%20and%20Procedures) The registrant's disclosure controls and procedures were effective as of September 30, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were effective as of **September 30, 2025**[83](index=83&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended **September 30, 2025**[84](index=84&type=chunk) - Management assessed internal control over financial reporting as effective as of **September 30, 2025**, based on the COSO 2013 framework[86](index=86&type=chunk) [Item 9B. Other Information](index=11&type=section&id=Item%209B.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted or terminated, and unaudited pro forma financial statements are presented, adjusted for the sale of 1225 Seventeenth Street - No Rule 10b5-1 trading arrangements were adopted or terminated by trustees or officers during the three months ended **September 30, 2025**[87](index=87&type=chunk) - The company sold 1225 Seventeenth Street for a gross sale price of **$132.5 million**, with net proceeds of **$124.4 million**, closing on **February 25, 2025**[89](index=89&type=chunk) Pro Forma Consolidated Statement of Net Assets (December 31, 2024, in thousands) | Item | Historical ($) | Transaction Adjustment ($) | Pro Forma ($) | | :---------------------------------------------------- | :--------- | :--------------------- | :-------- | | Real estate | $132,500 | $(132,500) | $— | | Cash and cash equivalents | $160,511 | $123,592 | $284,103 | | Total assets | $293,624 | $(8,908) | $284,716 | | Liabilities for estimated costs in excess of estimated receipts during liquidation | $100,019 | $(6,028) | $93,991 | | Total liabilities | $114,769 | $(6,028) | $108,741 | | Net assets in liquidation attributable to Equity Commonwealth common shareholders | $178,605 | $(2,876) | $175,729 | | Net assets in liquidation | $178,855 | $(2,880) | $175,975 | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=13&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the registrant - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[99](index=99&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=14&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section lists EQC and EQC LT trustees and executive officers, detailing EQC LT's governance structure, including the adoption of EQC's Code of Business Conduct and Ethics Trustees of EQC Liquidating Trust (as of September 30, 2025) | Name | Position With the Company | Age as of September 30, 2025 | | :---------------- | :------------------------ | :--------------------------- | | David A. Helfand | Trustee | 61 | | Peter Linneman | Trustee | 74 | | William H. (Bill) Griffiths | Trustee | 52 | | David S. Weinberg | Trustee | 57 | | Orrin S. Shifrin | Trustee | 58 | - The five trustees of EQC LT were EQC's four named executive officers and the Lead Independent Trustee, overseeing EQC LT affairs[106](index=106&type=chunk) - EQC LT did not have a separate audit committee, but Peter Linneman qualified as an audit committee financial expert[115](index=115&type=chunk) - EQC LT adopted EQC's Code of Business Conduct and Ethics to the extent applicable[116](index=116&type=chunk) [Item 11. Executive Compensation](index=16&type=section&id=Item%2011.%20Executive%20Compensation) This section details executive compensation for EQC's named executive officers and EQC LT trustees for fiscal year 2025, including base salaries, bonuses, and accelerated vesting of equity awards due to a change in control Summary Compensation Table for 2025 Fiscal Year | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | :-------------------------------------------------------- | :--- | :---------- | :---------- | :--------------- | :------------------------- | :----------- | | David A. Helfand Chair of the Board, President and Chief Executive Officer | 2025 | 1,017,640 | 5,838,049 | — | 13,299,371 | 20,155,060 | | | 2024 | 988,000 | 2,156,969 | 4,485,138 | 8,000 | 7,638,107 | | William H. (Bill) Griffiths Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 642,720 | 1,740,198 | — | 5,532,298 | 7,915,216 | | | 2024 | 624,000 | 908,198 | 1,013,730 | 8,000 | 2,553,928 | | David S. Weinberg Executive Vice President and Chief Operating Officer | 2025 | 724,064 | 2,841,381 | — | 7,130,356 | 10,695,801 | | | 2024 | 702,975 | 1,023,142 | 2,215,396 | 8,000 | 3,949,513 | | Orrin S. Shifrin Executive Vice President, General Counsel and Secretary | 2025 | 637,177 | 2,009,670 | — | 5,778,246 | 8,425,093 | | | 2024 | 618,618 | 900,364 | 1,351,615 | 8,000 | 2,878,597 | - Annual base salaries for named executive officers increased by **3%** for fiscal year 2025[121](index=121&type=chunk) - All outstanding unvested equity awards vested on an accelerated basis on **February 25, 2025**, due to a change in control from asset sales[129](index=129&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - Named executive officers received severance benefits and prorated bonus payments upon qualifying termination of employment in **September 2025**[134](index=134&type=chunk)[135](index=135&type=chunk)[138](index=138&type=chunk) Trustee Compensation Table for Fiscal Year 2025 | Name | Company Fees Earned or Paid in Cash ($) | Liquidating Trust Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) | | :---------------- | :-------------------------------------- | :------------------------------------------------ | :---------------- | :------------------------- | :-------- | | Ellen-Blair Chube | 55,000 | — | — | — | 55,000 | | Martin Edelman | 48,750 | — | — | — | 48,750 | | Peter Linneman | 77,500 | 127,500 | — | — | 205,000 | | Mary Jane Robertson | 47,500 | — | — | — | 47,500 | | Gerald Spector | 43,125 | — | — | — | 43,125 | | James Star | 46,250 | — | — | — | 46,250 | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=21&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) The Liquidating Trust did not have any equity compensation plans or voting securities - The Liquidating Trust did not have any equity compensation plans or voting securities[145](index=145&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=21&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) EQC LT adopted EQC's policies for related person transactions, including a corporate headquarters lease with an EGI-associated entity that terminated on September 30, 2025, and details indemnification provisions for trustees and officers - EQC LT adopted EQC's Code of Business Conduct and Ethics and other policies for reviewing related person transactions[146](index=146&type=chunk)[147](index=147&type=chunk) - The company leased office space at Two North Riverside Plaza, owned by an EGI-associated entity, with the lease terminating early on **September 30, 2025**, with a termination fee[148](index=148&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - Indemnification provisions for trustees and officers are consistent with Maryland REIT law, Maryland General Corporation Law, and the EQC LT Liquidating Trust Agreement[152](index=152&type=chunk)[153](index=153&type=chunk)[157](index=157&type=chunk) [Item 14. Principal Accountant Fees and Services](index=23&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Ernst & Young LLP served as the independent registered public accounting firm for 2025 and 2024, with all audit and non-audit services pre-approved by the Audit Committee - Ernst & Young LLP served as the independent registered public accounting firm for **2025** and **2024**[158](index=158&type=chunk) Principal Accountant Fees and Services | Category | 2025 ($) | 2024 ($) | | :---------------- | :-------- | :---------- | | Audit fees | 301,500 | 1,052,135 | | Audit related fees| — | — | | Tax fees | — | — | | Subtotal | 301,500 | 1,052,135 | | All other fees* | — | 3,600 | | Total fees | 301,500 | 1,055,735 | - The Audit Committee had pre-approval policies for audit and non-audit services, and all services provided by Ernst & Young LLP in **2025** and **2024** were approved[159](index=159&type=chunk)[161](index=161&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=24&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists consolidated financial statements, schedules, and exhibits, including the Liquidating Trust Agreement and Change in Control Agreements - The report includes Consolidated Statements of Net Assets, Changes in Net Assets, Operations, Equity, Cash Flows, and related notes[163](index=163&type=chunk) - Key exhibits filed include the Liquidating Trust Agreement, Change in Control Agreements, and various certifications[164](index=164&type=chunk) [Item 16. Form 10-K Summary](index=25&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Form 10-K Summary is not applicable[165](index=165&type=chunk) Signatures [Signatures](index=26&type=section&id=Signatures) The Annual Report on Form 10-K was signed by David A. Helfand as Trustee and by all five Trustees of EQC Liquidating Trust on October 21, 2025 - The report was signed by David A. Helfand as Trustee on **October 21, 2025**[168](index=168&type=chunk) - All five Trustees of EQC Liquidating Trust signed the report on **October 21, 2025**[169](index=169&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=27&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on EQC Liquidating Trust's consolidated financial statements, noting the adoption of liquidation basis accounting and no critical audit matters - Ernst & Young LLP provided an unqualified opinion on the consolidated financial statements[171](index=171&type=chunk) - The company changed its accounting basis from going-concern to liquidation for periods subsequent to **October 31, 2024**, following shareholder approval on **November 12, 2024**[172](index=172&type=chunk) - No critical audit matters were identified[176](index=176&type=chunk) [Consolidated Statements of Net Assets (Liquidation Basis)](index=28&type=section&id=Consolidated%20Statements%20of%20Net%20Assets%20%28Liquidation%20Basis%29) The Consolidated Statements of Net Assets (Liquidation Basis) show EQC Liquidating Trust had no assets or liabilities as of September 30, 2025, contrasting with **$132.5 million** in real estate and **$160.5 million** in cash as of December 31, 2024 Consolidated Statements of Net Assets (Liquidation Basis, amounts in thousands) | Item | September 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------------------------------ | :--------------------- | :-------------------- | | **ASSETS** | | | | Real estate | — | 132,500 | | Cash and cash equivalents | — | 160,511 | | Rents receivable and other assets | — | 613 | | Total assets | — | 293,624 | | **LIABILITIES** | | | | Liabilities for estimated costs in excess of estimated receipts during liquidation | — | 100,019 | | Accounts payable and accrued expenses | — | 10,908 | | Distributions payable | — | 3,842 | | Total liabilities | — | 114,769 | | Net assets in liquidation attributable to Equity Commonwealth common shareholders | — | 178,605 | | Net assets in liquidation attributable to noncontrolling interest | — | 250 | | Net assets in liquidation | — | 178,855 | [Consolidated Statements of Changes in Net Assets (Liquidation Basis)](index=29&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets%20%28Liquidation%20Basis%29) The Consolidated Statements of Changes in Net Assets show a significant decrease due to liquidation, with net assets falling from **$178.9 million** to zero by September 30, 2025, and from **$2.245 billion** to **$178.9 million** by December 31, 2024 Consolidated Statements of Changes in Net Assets (Liquidation Basis, amounts in thousands) | Item | Year Ended September 30, 2025 ($) | For the Period from November 1, 2024 to December 31, 2024 ($) | | :---------------------------------------- | :-------------------------------- | :------------------------------------------------------------ | | Net assets in liquidation, beginning of period | 178,855 | 2,245,273 | | Changes in net assets in liquidation: | | |\ | Remeasurement of liabilities, net | (6,369) | (23,764) | | Net decrease in liquidation value | (6,369) | (23,764) | | Liquidating distributions | (172,486) | (2,042,654) |\ | Changes in net assets in liquidation | (178,855) | (2,066,418) | | Net assets in liquidation, end of period | — | 178,855 | [Consolidated Statements of Operations (Going Concern Basis)](index=30&type=section&id=Consolidated%20Statements%20of%20Operations%20%28Going%20Concern%20Basis%29) For the ten months ended October 31, 2024, EQC reported **$48.0 million** in total revenues and **$115.3 million** in expenses, resulting in **$31.7 million** net income and **$0.22** basic and diluted EPS Consolidated Statements of Operations (Going Concern Basis, Ten Months Ended October 31, 2024, amounts in thousands, except per share data) | Item | Amount ($) | | :---------------------------------------------------------------- | :--------- | | Revenues: | | | Rental revenue | 43,616 | | Other revenue | 4,359 | | Total revenues | 47,975 | | Expenses: | | | Operating expenses | 22,542 | | Depreciation and amortization | 13,384 | | General and administrative | 30,089 | | Loss on asset impairment | 49,250 | | Total expenses | 115,265 | | Interest and other income, net | 98,634 | | Gain on sale of properties, net | 857 | | Income before income taxes | 32,201 | | Income tax expense | (486) | | Net income | 31,715 | | Net income attributable to noncontrolling interest | (63) | | Net income attributable to Equity Commonwealth | 31,652 | | Preferred distributions | (7,988) | | Net income attributable to Equity Commonwealth common shareholders| 23,664 | | Weighted average common shares outstanding — basic | 107,373 | | Weighted average common shares outstanding — diluted | 108,320 | | Earnings per common share attributable to Equity Commonwealth common shareholders: |\ | Basic | 0.22 | | Diluted | 0.22 | [Consolidated Statements of Equity (Going Concern Basis)](index=31&type=section&id=Consolidated%20Statements%20of%20Equity%20%28Going%20Concern%20Basis%29) For the ten months ended October 31, 2024, Equity Commonwealth's total equity increased from **$2.390 billion** to **$2.421 billion**, driven by **$31.7 million** net income and **$9.1 million** share-based compensation Consolidated Statements of Equity (Going Concern Basis, Ten Months Ended October 31, 2024, amounts in thousands, except share data) | Item | Balance at December 31, 2023 ($) | Net income ($) | Share-based compensation ($) | Distributions ($) | Balance at October 31, 2024 ($) | | :---------------------------------------- | :------------------------------- | :------------- | :--------------------------- | :---------------- | :------------------------------ | | Equity Commonwealth Shareholders Total | 2,390,113 | 31,652 | 9,102 | (7,045) | 2,420,829 | | Number of Common Shares | 106,847,438 | — | 564,297 | — | 107,334,031 | | Number of Series D Preferred Shares | 4,915,196 | — | — | — | 4,915,196 | [Consolidated Statements of Cash Flows (Going Concern Basis)](index=32&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20%28Going%20Concern%20Basis%29) For the ten months ended October 31, 2024, EQC generated **$99.1 million** from operations and **$13.9 million** from investing, with a **$11.1 million** net cash outflow from financing, increasing cash and cash equivalents by **$101.9 million** to **$2.262 billion** Consolidated Statements of Cash Flows (Going Concern Basis, Ten Months Ended October 31, 2024, amounts in thousands) | Cash Flow Activity | Amount ($) | | :----------------------------- | :--------- | | Net cash provided by operating activities | 99,130 | | Net cash provided by investing activities | 13,923 | | Net cash used in financing activities | (11,133) | | Increase in cash and cash equivalents | 101,920 | | Cash and cash equivalents at end of period| 2,262,455 | - Financing activities included **$3.056 million** for common share repurchase, **$2.036 million** in common shareholder distributions, and **$5.991 million** to preferred shareholders[191](index=191&type=chunk) [Notes to Consolidated Financial Statements](index=34&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail EQC Liquidating Trust's organization, Plan of Sale, accounting policies, dissolution, asset transfers, and specific financial items within the context of the company's wind-down - EQC Liquidating Trust (EQC LT) was formed on **June 13, 2025**, to liquidate EQC's assets and dissolved on **September 30, 2025**, after completing its mandate[200](index=200&type=chunk)[202](index=202&type=chunk) - The company adopted liquidation basis accounting as of **November 1, 2024**, adjusting assets to estimated net realizable value and accruing expected costs and revenues through liquidation[211](index=211&type=chunk)[212](index=212&type=chunk) - Since 2014, EQC disposed of **168 properties** and **three land parcels** for **$7.2 billion**, retired **$3.4 billion** of debt, repurchased **$652.1 million** of common shares, and paid **$4.0 billion** in distributions[64](index=64&type=chunk) - Cumulative cash liquidating distributions to common shareholders totaled **$2.2 billion** (**$20.60 per common share**), including **$19.00 per share** in December 2024 and **$1.60 per share** in April 2025[247](index=247&type=chunk)[258](index=258&type=chunk) [Note 1. Organization](index=34&type=section&id=Note%201.%20Organization) EQC, a Maryland REIT, dissolved on June 13, 2025, transferring assets to EQC Liquidating Trust, which subsequently dissolved on September 30, 2025 - Equity Commonwealth (EQC), a Maryland REIT, dissolved on **June 13, 2025**, transferring assets to EQC Liquidating Trust (EQC LT), which dissolved on **September 30, 2025**[196](index=196&type=chunk)[200](index=200&type=chunk)[202](index=202&type=chunk) - EQC's common shares were delisted from the NYSE on **April 21, 2025**, following a final cash liquidating distribution of **$1.60 per common share**[198](index=198&type=chunk)[199](index=199&type=chunk) [Note 2. Plan of Sale](index=34&type=section&id=Note%202.%20Plan%20of%20Sale) Shareholders approved the Plan of Sale and Dissolution on November 12, 2024, leading to EQC's asset transfer to EQC Liquidating Trust on June 13, 2025, and its subsequent dissolution on September 30, 2025 - Shareholders approved the Plan of Sale and Dissolution on **November 12, 2024**, authorizing property sales, wind-down, and net proceeds distribution[204](index=204&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - On **June 13, 2025**, EQC transferred assets and liabilities to EQC Liquidating Trust, which distributed units and dissolved on **September 30, 2025**[208](index=208&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=35&type=section&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) The company adopted liquidation basis accounting as of November 1, 2024, adjusting assets to estimated net realizable value, accruing liquidation costs, and recording a **$49.3 million** asset impairment loss for the ten months ended October 31, 2024 - The company adopted liquidation basis accounting as of **November 1, 2024**, adjusting assets to estimated net realizable value and carrying liabilities at contractual or estimated settlement amounts[211](index=211&type=chunk) - Under liquidation basis, the company accrues estimated costs and revenues through liquidation, classified as a liability for estimated costs in excess of estimated receipts[212](index=212&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - Real estate properties were adjusted to estimated net realizable value as of **November 1, 2024**, and are no longer depreciated under liquidation basis[219](index=219&type=chunk) - For the ten months ended **October 31, 2024**, a loss on asset impairment of **$49.3 million** was recorded under the going concern basis[227](index=227&type=chunk) [Note 4. Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation](index=39&type=section&id=Note%204.%20Liabilities%20for%20Estimated%20Costs%20in%20Excess%20of%20Estimated%20Receipts%20During%20Liquidation) This note details liabilities for estimated costs exceeding receipts during liquidation, which are subject to significant variability due to uncertainties in winding down operations - The company estimated costs in excess of estimated receipts during liquidation, which can vary significantly due to uncertainties in discharging liabilities and winding down operations[244](index=244&type=chunk) Change in Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation (Year Ended September 30, 2025, in thousands) | Item | December 31, 2024 ($) | Cash Payments (Receipts) ($) | Remeasurement of Assets and Liabilities ($) | September 30, 2025 ($) | | :---------------------------------------- | :-------------------- | :--------------------------- | :------------------------------------------ | :--------------------- | | Estimated net inflows from real estate | 1,125 | (1,671) | 546 | — | | Estimated inflows from interest income | 3,493 | (4,203) | 710 | — | | Liquidation transaction costs | (41,819) | 42,587 | (768) | — | | General and administrative expenses | (30,993) | 35,687 | (4,694) | — | | Liquidating catch-up distributions on unearned equity awards | (23,764) | 25,664 | (1,900) | — | | Capital expenditures and tenant lease obligations | (8,061) | 8,065 | (4) | — | | Total liabilities for estimated costs in excess of estimated receipts during liquidation | (100,019) | 106,129 | (6,110) | — | [Note 5. Net Assets In Liquidation](index=40&type=section&id=Note%205.%20Net%20Assets%20In%20Liquidation) As of December 31, 2024, net assets in liquidation were **$178.9 million**, with cumulative cash liquidating distributions to common shareholders totaling **$2.2 billion** (**$20.60 per common share**) - As of **December 31, 2024**, net assets in liquidation were **$178.9 million**, with **107,335,177** common shares outstanding, and cumulative cash liquidating distributions totaled **$2.2 billion** (**$20.60 per common share**)[247](index=247&type=chunk) [Note 6. Real Estate Properties](index=40&type=section&id=Note%206.%20Real%20Estate%20Properties) This note details real estate property activity, including no acquisitions, **$0.1 million** in 2025 and **$12.3 million** in 2024 property improvements, and **$224.5 million** in gross property dispositions - No acquisitions were made in **2025** or **2024**, with property improvements totaling **$0.1 million** in **2025** and **$12.3 million** in **2024**[248](index=248&type=chunk) Property Dispositions (amounts in thousands) | Property | Date Sold | Number of Properties | Number of Buildings | Square Footage | Gross Sale Price ($) | | :-------------------- | :------------- | :------------------- | :------------------ | :------------- | :------------------- | | Bridgepoint Square | October 2024 | 1 | 5 | 440,007 | 31,500 | | 206 East 9th Street | November 2024 | 1 | 1 | 175,510 | 33,000 | | 1250 H Street, NW | November 2024 | 1 | 1 | 196,490 | 27,500 | | 1225 Seventeenth Street | February 2025 | 1 | 1 | 709,402 | 132,500 | | Total | | 4 | 8 | 1,521,409 | 224,500 | Rental Revenue (Ten Months Ended October 31, 2024, in thousands) | Item | Amount ($) | | :------------------ | :--------- | | Lease payments | 28,468 | | Variable lease payments | 15,148 | | Rental revenue | 43,616 | [Note 7. Shareholders' Equity](index=41&type=section&id=Note%207.%20Shareholders%27%20Equity) This note details shareholder equity changes, including no common share repurchases, **$2.0 billion** in liquidating distributions, accelerated equity award vesting, and a **$123.3 million** preferred shareholder payment - No common shares were repurchased in **2025** or **2024** under the **$150.0 million** share repurchase program, which expired on **June 30, 2025**[253](index=253&type=chunk)[254](index=254&type=chunk) - Common shareholders received aggregate cash liquidating distributions of **$2.0 billion** (**$19.00 per share**) in December 2024 and **$172.4 million** (**$1.60 per share**) in April 2025, totaling **$20.60 per common share**[256](index=256&type=chunk)[258](index=258&type=chunk) - A change in control on **February 25, 2025**, triggered accelerated vesting of all unvested equity awards and one-time catch-up cash distributions totaling **$17.5 million** for 2023/2024 awards and **$12.5 million** for 2021/2022 awards[259](index=259&type=chunk)[260](index=260&type=chunk) - Series D Preferred Shareholders received a **$123.3 million** liquidation preference payment on **December 3, 2024**, after which their shares had no further claim to assets[262](index=262&type=chunk)[263](index=263&type=chunk) [Note 8. Noncontrolling Interest](index=43&type=section&id=Note%208.%20Noncontrolling%20Interest) Noncontrolling interest represented OP Units, classified as permanent equity, which were distributed as units of beneficial interests by EQC LT on June 13, 2025, leading to the cancellation of all outstanding EQC common shares and OP Units - Noncontrolling interest represented OP Units not beneficially owned by the Company, classified as permanent equity due to similar economic characteristics and redemption rights[267](index=267&type=chunk) - On **June 13, 2025**, EQC LT distributed units of beneficial interests to common shareholders and OP Unitholders, and all outstanding EQC common shares and OP Units were cancelled[268](index=268&type=chunk) Changes in Common Shares and Units (January 1, 2025, to June 13, 2025) | Item | Common Shares | OP Units and LTIP Units | Total | | :---------------------------------------- | :------------ | :---------------------- | :-------- | | Outstanding at January 1, 2025 | 107,335,177 | 148,103 | 107,483,280 |\ | Repurchase and surrender of shares | (510,000) | — | (510,000) | | OP Unit redemption | 52,549 | (52,549) | — | | Share-based compensation grants and vesting, net of forfeitures | 873,406 | 59,024 | 932,430 | | Outstanding at June 13, 2025 | 107,751,132 | 154,578 | 107,905,710 |\ | Noncontrolling ownership interest in the Operating Trust | | | 0.14 % | [Note 9. Income Taxes](index=44&type=section&id=Note%209.%20Income%20Taxes) Prior to its dissolution on June 13, 2025, EQC qualified as a REIT, and EQC LT, as a grantor trust, is not an income tax payer; a **$29 million** federal NOL carryforward at December 31, 2024, was not utilized - Prior to its dissolution on **June 13, 2025**, EQC qualified as a REIT, and EQC LT, as a grantor trust, is not an income tax payer[271](index=271&type=chunk)[272](index=272&type=chunk) Income Tax Provision (Ten Months Ended October 31, 2024, in thousands) | Item | Amount ($) | | :---------------- | :--------- | | Current: | | | State and local | (486) | | Income tax (expense) | (486) | - At **December 31, 2024**, the company had a federal net operating loss (NOL) carryforward of **$29 million**, which was not used prior to the REIT's dissolution[273](index=273&type=chunk) [Note 10. Share-Based Compensation](index=44&type=section&id=Note%2010.%20Share-Based%20Compensation) The Equity Commonwealth 2015 Omnibus Incentive Plan terminated on March 18, 2025, with a change in control on February 25, 2025, accelerating vesting of all equity awards, resulting in **$9.1 million** compensation expense - The Equity Commonwealth 2015 Omnibus Incentive Plan, allowing for various awards, terminated on **March 18, 2025**[274](index=274&type=chunk)[276](index=276&type=chunk)[278](index=278&type=chunk) - A change in control on **February 25, 2025**, resulted in accelerated vesting of all outstanding unvested equity awards, leaving no outstanding awards at fiscal year-end[282](index=282&type=chunk)[283](index=283&type=chunk)[290](index=290&type=chunk) - In **December 2024**, the company terminated its Form S-8 Registration Statements, leading to cash-based settlements for performance-based awards in **January 2025**[286](index=286&type=chunk) - During the ten months ended **October 31, 2024**, **$9.1 million** of compensation expense was recorded for equity plans, including **$0.4 million** from accelerated vesting due to staffing reductions[293](index=293&type=chunk) [Note 11. Fair Value of Assets and Liabilities](index=47&type=section&id=Note%2011.%20Fair%20Value%20of%20Assets%20and%20Liabilities) Properties held for sale incurred **$49.3 million** in impairment charges for the ten months ended October 31, 2024, reducing their carrying value, while financial instrument fair values were not materially different from carrying values at December 31, 2024 - Properties held for sale resulted in impairment charges of **$49.3 million** for the ten months ended **October 31, 2024**, reducing their carrying value from **$136.9 million** to **$87.6 million**[294](index=294&type=chunk) - The fair value of financial instruments at **December 31, 2024**, was not materially different from their carrying values[295](index=295&type=chunk) [Note 12. Earnings Per Common Share](index=48&type=section&id=Note%2012.%20Earnings%20Per%20Common%20Share) For the ten months ended October 31, 2024, basic and diluted earnings per common share were **$0.22**, with anti-dilutive securities excluded from diluted EPS calculation Earnings Per Common Share (Ten Months Ended October 31, 2024, amounts in thousands except per share amounts) | Item | Amount ($) | | :---------------------------------------------------------------- | :--------- | | Numerator for net income per share - basic | 23,664 | | Numerator for net income per share - diluted | 23,664 | | Weighted average number of common shares outstanding - basic | 107,373 | | Weighted average number of common shares outstanding - diluted | 108,320 | | Net income per common share attributable to Equity Commonwealth common shareholders: |\ | Basic | 0.22 | | Diluted | 0.22 | - Anti-dilutive securities, including Series D preferred shares and certain OP/LTIP Units, were excluded from diluted EPS calculation[298](index=298&type=chunk) [Note 13. Segment Information](index=49&type=section&id=Note%2013.%20Segment%20Information) The company had one reportable segment, ownership and operation of office properties, which generated **100%** of revenues for the ten months ended October 31, 2024 - The company had one reportable segment: ownership and operation of office properties, which generated **100%** of revenues for the ten months ended **October 31, 2024**[301](index=301&type=chunk) [Note 14. Related Person Transactions](index=49&type=section&id=Note%2014.%20Related%20Person%20Transactions) The company leased office space from an EGI-associated entity, recognizing **$0.3 million** in expenses for the ten months ended October 31, 2024, with the lease terminating early on September 30, 2025 - The company leased office space at Two North Riverside Plaza, owned by an EGI-associated entity, recognizing **$0.3 million** in expenses for this lease during the ten months ended **October 31, 2024**[304](index=304&type=chunk)[308](index=308&type=chunk) - The Two North Office Lease was extended multiple times but terminated early on **September 30, 2025**, with a termination fee[306](index=306&type=chunk)[307](index=307&type=chunk) [Note 15. Subsequent Events](index=49&type=section&id=Note%2015.%20Subsequent%20Events) There were no subsequent events to report - There were no subsequent events to report[309](index=309&type=chunk) [Schedule III—Real Estate and Accumulated Depreciation](index=50&type=section&id=Schedule%20III%E2%80%94Real%20Estate%20and%20Accumulated%20Depreciation) Schedule III analyzes real estate properties and accumulated depreciation, showing a decrease from **$411.9 million** at December 31, 2023, to zero by September 30, 2025, due to disposals, impairment, and liquidation adjustments Analysis of Real Estate Properties and Accumulated Depreciation (amounts in thousands) | Item | Real Estate Properties ($) | Accumulated Depreciation ($) | | :---------------------------------------- | :------------------------- | :--------------------------- | | Balance at December 31, 2023 (Going Concern Basis) | 411,887 | 180,535 | | Additions | 12,273 | 7,538 | | Loss on asset impairment | (32,960) | — | | Disposals | (209,861) | (118,255) | | Net liquidation adjustment | (48,839) | (69,818) | | Balance at December 31, 2024 (Liquidation Basis) | 132,500 | — | | Disposals | (132,500) | — | | Balance at September 30, 2025 (Liquidation Basis) | — | — |

REIT Performance Overview - The REIT sector experienced a significant decline in April 2025, with an average total return of -6.45%, underperforming the broader market indices such as the Dow Jones Industrial Average (-3.1%), S&P 500 (-0.7%), and NASDAQ (+0.9%) [1] - Year-to-date, the average total return for REITs stands at -9.10%, which is worse than the -7.65% return for the same period in 2024 [12] Performance by Market Capitalization - Microcap REITs underperformed larger peers for the sixth consecutive month, with returns of -8.87% [3] - Large-cap REITs (-2.93%) outperformed mid-caps (-5.45%) and small caps (-8.69%) in April, with large-cap REITs outperforming small caps by 1081 basis points in the first four months of 2025 [3] Property Type Performance - Only 11.11% of REIT property types averaged a positive total return in April, with a 20.17% spread between the best (Data Centers +7.28%) and worst-performing property types (Timber -12.90%) [5][6] - Year-to-date, Office REITs (-24.06%) and Hotel REITs (-22.90%) significantly underperformed, while Health Care (+7.23%), Infrastructure (+6.88%), and Casinos (+6.00%) were the only property types with positive returns [7] Price/FFO Multiples - The average P/FFO for the REIT sector decreased from 13.9x to 13.4x in April, with 83.3% of property types experiencing multiple contraction [8] - Data Centers (26.9x), Multifamily (24.6x), and Infrastructure (18.7x) currently trade at the highest average multiples among REIT property types, while Hotels (5.9x) and Offices (8.2x) have the lowest [9] Individual REIT Performance - Digital Realty Trust (DLR) achieved a strong gain of +12.04% in April, despite a year-to-date return of -8.72% [11] - Wheeler REIT (WHLR) was the worst-performing REIT in April, with a staggering decline of -63.61% for the month and -98.29% year-to-date [11] Dividend Yield Insights - The high dividend yields of the REIT sector are a primary reason for investment, with many REITs trading below their NAV, resulting in attractive yields [15]

PART I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents the company's unaudited condensed consolidated financial statements, prepared on both liquidation and going concern bases [Condensed Consolidated Statements of Net Assets (Liquidation Basis)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Net%20Assets%20(Liquidation%20Basis)) Condensed Consolidated Statements of Net Assets (Liquidation Basis) (amounts in thousands) | ASSETS/LIABILITIES | March 31, 2025 | December 31, 2024 | | :----------------- | :------------- | :---------------- | | Real estate | $— | $132,500 | | Cash and cash equivalents | $227,271 | $160,511 | | Total assets | $227,657 | $293,624 | | Liabilities for estimated costs in excess of estimated receipts during liquidation | $50,996 | $100,019 | | Total liabilities | $51,162 | $114,769 | | Net assets in liquidation | $176,495 | $178,855 | - As of March 31, 2025, the company reported **no real estate assets**, a significant decrease from **$132.5 million** at December 31, 2024, reflecting the sale of its last property[10](index=10&type=chunk) - Cash and cash equivalents increased to **$227.3 million** from $160.5 million[10](index=10&type=chunk) - Liabilities for estimated costs in excess of estimated receipts during liquidation decreased by nearly 50% from **$100.0 million** to **$51.0 million**, indicating progress in settling liquidation-related obligations[10](index=10&type=chunk) [Condensed Consolidated Statement of Changes in Net Assets (Liquidation Basis)](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Net%20Assets%20(Liquidation%20Basis)) Condensed Consolidated Statement of Changes in Net Assets (Liquidation Basis) (amounts in thousands) | Item | Three Months Ended March 31, 2025 | | :-------------------------------- | :-------------------------------- | | Net assets in liquidation, beginning of period | $178,855 | | Remeasurement of liabilities | $(2,360) | | Net decrease in liquidation value | $(2,360) | | Net assets in liquidation, end of period | $176,495 | - For the three months ended March 31, 2025, net assets in liquidation decreased by **$2.36 million**, primarily due to the remeasurement of liabilities[13](index=13&type=chunk) [Condensed Consolidated Statement of Operations (Going Concern Basis)](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations%20(Going%20Concern%20Basis)) Condensed Consolidated Statement of Operations (Going Concern Basis) (amounts in thousands, except per share data) | Item | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | | Total revenues | $15,190 | | Total expenses | $19,214 | | Interest and other income, net | $29,512 | | Net income | $25,458 | | Net income attributable to Equity Commonwealth common shareholders | $23,408 | | Basic EPS | $0.22 | | Diluted EPS | $0.22 | - For the three months ended March 31, 2024, the company reported total revenues of **$15.19 million** and total expenses of **$19.21 million**[15](index=15&type=chunk) - Net income attributable to common shareholders was **$23.41 million**, resulting in basic and diluted EPS of **$0.22**[15](index=15&type=chunk) [Condensed Consolidated Statement of Equity (Going Concern Basis)](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Equity%20(Going%20Concern%20Basis)) Condensed Consolidated Statement of Equity (Going Concern Basis) (amounts in thousands, except share data) | Item | January 1, 2024 | March 31, 2024 | | :-------------------------------- | :-------------- | :------------- | | Total Equity Commonwealth Shareholders | $2,390,113 | $2,413,328 | | Net income | — | $25,405 | | Share-based compensation | — | $2,565 | | Distributions | — | $(1,752) | - From January 1, 2024, to March 31, 2024, total Equity Commonwealth Shareholders' equity increased from **$2.39 billion** to **$2.41 billion**, driven by net income and share-based compensation[17](index=17&type=chunk) [Condensed Consolidated Statement of Cash Flows (Going Concern Basis)](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows%20(Going%20Concern%20Basis)) Condensed Consolidated Statement of Cash Flows (Going Concern Basis) (amounts in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | | :----------------- | :-------------------------------- | | Operating Activities | $22,443 | | Investing Activities | $(5,055) | | Financing Activities | $(7,089) | | Increase in cash and cash equivalents | $10,299 | | Cash and cash equivalents at end of period | $2,170,834 | - For the three months ended March 31, 2024, net cash provided by operating activities was **$22.44 million**, leading to a net increase in cash and cash equivalents of **$10.30 million**[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Business](index=10&type=section&id=Note%201.%20Business) - Equity Commonwealth (EQC) is a real estate investment trust (REIT) that primarily owned and operated office properties in the United States[21](index=21&type=chunk) - As of March 31, 2025, the company **did not own any properties** and held **$227.3 million** in cash and cash equivalents with **no outstanding debt**[23](index=23&type=chunk) - The company paid a final cash liquidating distribution of **$1.60 per common share** ($172.4 million total) on April 22, 2025, bringing aggregate liquidating distributions to **$20.60 per common share**[24](index=24&type=chunk) - EQC's common shares were **delisted from the NYSE** on April 21, 2025, following the final distribution[25](index=25&type=chunk) [Note 2. Plan of Sale](index=10&type=section&id=Note%202.%20Plan%20of%20Sale) - Shareholders approved the Plan of Sale on November 12, 2024, authorizing the company to sell remaining properties, wind down affairs, and distribute net proceeds[27](index=27&type=chunk) - The company expects to dissolve and transfer remaining assets and liabilities to a Liquidating Entity before the end of Q2 2025, with any future distributions expected to be nominal[29](index=29&type=chunk)[30](index=30&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=11&type=section&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) - The company adopted the **liquidation basis of accounting** as of November 1, 2024, following shareholder approval of the Plan of Sale[35](index=35&type=chunk) - Under the liquidation basis, assets are adjusted to estimated net realizable value, and liabilities are carried at contractual or estimated settlement amounts[35](index=35&type=chunk) - The company accrues estimated costs and revenues for liquidation activities, classified as a liability for estimated costs in excess of estimated receipts during liquidation[36](index=36&type=chunk) - As a result of the change to liquidation basis, the company **no longer presents** a consolidated balance sheet, statement of operations, equity, or cash flows for periods subsequent to October 31, 2024[39](index=39&type=chunk) [Note 4. Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation](index=12&type=section&id=Note%204.%20Liabilities%20for%20Estimated%20Costs%20in%20Excess%20of%20Estimated%20Receipts%20During%20Liquidation) - The company estimates costs in excess of estimated receipts during liquidation, with the process anticipated to be complete by September 30, 2025[42](index=42&type=chunk) Change in Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation (amounts in thousands) | Category | December 31, 2024 | Cash Payments (Receipts) | Remeasurement of Assets and Liabilities | March 31, 2025 | | :-------------------------------- | :---------------- | :----------------------- | :-------------------------------------- | :------------- | | Estimated net inflows from real estate | $1,125 | $(388) | $114 | $851 | | Estimated inflows from interest income | $3,493 | $(2,299) | $27 | $1,221 | | Liquidation transaction costs | $(41,819) | $5,397 | $(548) | $(36,970) | | General and administrative expenses | $(30,993) | $14,783 | $112 | $(16,098) | | Total liabilities for estimated costs in excess of estimated receipts during liquidation | $(100,019) | $51,222 | $(2,199) | $(50,996) | - Total liabilities for estimated costs in excess of estimated receipts during liquidation decreased from **$100.0 million** at December 31, 2024, to **$51.0 million** at March 31, 2025[43](index=43&type=chunk) [Note 5. Net Assets in Liquidation](index=13&type=section&id=Note%205.%20Net%20Assets%20in%20Liquidation) - As of March 31, 2025, net assets in liquidation were **$176.5 million**, with 107,751,132 common shares outstanding[45](index=45&type=chunk) - Cumulative cash liquidating distributions to common shareholders totaled **$2.2 billion** (**$20.60 per common share**), including an initial $19.00 per share paid in December 2024 and a final $1.60 per share paid on April 22, 2025[45](index=45&type=chunk) [Note 6. Real Estate Properties](index=13&type=section&id=Note%206.%20Real%20Estate%20Properties) - On February 25, 2025, the company sold its last property, 1225 Seventeenth Street in Denver, Colorado, for a gross sale price of **$132.5 million**[47](index=47&type=chunk) - Property improvements, excluding tenant-funded, decreased significantly from **$7.6 million** in Q1 2024 to **$0.1 million** in Q1 2025[46](index=46&type=chunk) Rental Revenue (amounts in thousands) | Type | Three Months Ended March 31, 2024 | | :----------------- | :-------------------------------- | | Lease payments | $8,816 | | Variable lease payments | $5,077 | | Total Rental Revenue | $13,893 | [Note 7. Shareholders' Equity](index=13&type=section&id=Note%207.%20Shareholders'%20Equity) - The company did not repurchase any common shares under its share repurchase program during Q1 2025, with **$150.0 million** remaining availability until June 30, 2025[50](index=50&type=chunk) - Employees surrendered **510,000 common shares** in Q1 2025 to satisfy tax withholding obligations related to vested equity awards[51](index=51&type=chunk) - The company paid an initial cash liquidating distribution of **$19.00 per common share** ($2.0 billion total) in December 2024 and a final **$1.60 per common share** ($172.4 million total) on April 22, 2025[52](index=52&type=chunk) - One-time catch-up cash distributions totaling **$30.0 million** were paid to recipients of restricted stock units in February and March 2025[53](index=53&type=chunk)[54](index=54&type=chunk) [Note 8. Noncontrolling Interest](index=14&type=section&id=Note%208.%20Noncontrolling%20Interest) - Noncontrolling interest represents the portion of OP Units not beneficially owned by the company, classified as permanent equity[55](index=55&type=chunk) - As of March 31, 2025, the noncontrolling ownership interest in the Operating Trust was **0.14%**[56](index=56&type=chunk) Changes in Common Shares and Units (Three Months Ended March 31, 2025) | Item | Common Shares | OP Units and LTIP Units | Total | | :-------------------------------- | :------------ | :---------------------- | :---- | | Outstanding at January 1, 2025 | 107,335,177 | 148,103 | 107,483,280 | | Repurchase and surrender of shares | (510,000) | — | (510,000) | | OP Unit redemption | 52,549 | (52,549) | — | | Share-based compensation grants and vesting, net of forfeitures | 873,406 | 59,024 | 932,430 | | Outstanding at March 31, 2025 | 107,751,132 | 154,578 | 107,905,710 | | Noncontrolling ownership interest in the Operating Trust | | | 0.14 % | [Note 9. Income Taxes](index=14&type=section&id=Note%209.%20Income%20Taxes) - The company has elected to be taxed as a REIT and is generally not subject to federal and state income taxes, provided it meets distribution and other requirements[57](index=57&type=chunk) Income Tax Expense (amounts in thousands) | Item | Three Months Ended March 31, 2024 | | :----------------- | :-------------------------------- | | State and local | $(30) | | Income tax expense | $(30) | [Note 10. Share-Based Compensation](index=15&type=section&id=Note%2010.%20Share-Based%20Compensation) - A **change in control** occurred on February 25, 2025, due to the sale of its last property, resulting in the **accelerated vesting** of all unvested equity awards[61](index=61&type=chunk) - During Q1 2025, **873,406 RSUs vested**, leading to the issuance of common shares[62](index=62&type=chunk) - The 2015 Omnibus Incentive Plan automatically terminated on March 18, 2025, preventing the issuance of new equity awards[70](index=70&type=chunk) - As of March 31, 2025, there were **no unvested restricted shares** or other equity units due to the change in control[68](index=68&type=chunk) [Note 11. Fair Value of Assets and Liabilities](index=16&type=section&id=Note%2011.%20Fair%20Value%20of%20Assets%20and%20Liabilities) - The fair value of financial instruments was not materially different from their carrying values as of March 31, 2025, and December 31, 2024[71](index=71&type=chunk) - As of March 31, 2025, the company had **no tenants**, eliminating concentrations of credit risk from rents receivable[71](index=71&type=chunk) [Note 12. Earnings Per Common Share](index=17&type=section&id=Note%2012.%20Earnings%20Per%20Common%20Share) - For the three months ended March 31, 2024, both basic and diluted earnings per common share were **$0.22**[73](index=73&type=chunk) Earnings Per Common Share (amounts in thousands except per share amounts) | Item | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | | Numerator for net income per share - basic | $23,408 | | Numerator for net income per share - diluted | $23,408 | | Weighted average common shares outstanding - basic | 107,216 | | Weighted average common shares outstanding - diluted | 108,224 | | Basic EPS | $0.22 | | Diluted EPS | $0.22 | [Note 13. Segment Information](index=17&type=section&id=Note%2013.%20Segment%20Information) - The company operated as **one reportable segment**, primarily focused on the ownership and operation of office properties[75](index=75&type=chunk) [Note 14. Related Person Transactions](index=18&type=section&id=Note%2014.%20Related%20Person%20Transactions) - The company leases its corporate headquarters from an entity associated with Equity Group Investments (EGI)[79](index=79&type=chunk) - The lease term was extended through December 31, 2026, with annual payments of **$0.4 million**[80](index=80&type=chunk) - Expenses recognized under the lease for the three months ended March 31, 2024, were **$0.1 million**[81](index=81&type=chunk) [Note 15. Subsequent Events](index=18&type=section&id=Note%2015.%20Subsequent%20Events) - On April 11, 2025, the company filed a Form 25 for **delisting its common shares from the NYSE**, with the last trading day on April 21, 2025[82](index=82&type=chunk) - The final cash liquidating distribution of **$1.60 per common share** was paid on April 22, 2025[83](index=83&type=chunk) - The company intends to transfer remaining assets and liabilities to a Liquidating Entity and deregister with the SEC, likely before the end of Q2 2025[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on the company's financial condition and operational results during its transition to liquidation [OVERVIEW](index=19&type=section&id=OVERVIEW) - Since 2014, the company executed a strategy of disposing of 168 properties for **$7.2 billion**, retired **$3.4 billion** of debt, and paid **$4.0 billion** in distributions[96](index=96&type=chunk) - Shareholders approved the Plan of Sale and Dissolution on November 12, 2024, with **85.5% of outstanding shares in favor**[93](index=93&type=chunk) - As of March 31, 2025, the company owned **no properties**, held **$227.3 million** in cash, and had **no debt**[94](index=94&type=chunk) - The company paid its final cash liquidating distribution of **$1.60 per common share** on April 22, 2025, and delisted from the NYSE on April 21, 2025[94](index=94&type=chunk)[95](index=95&type=chunk) [RESULTS OF OPERATIONS](index=20&type=section&id=RESULTS%20OF%20OPERATIONS) - Due to the adoption of **liquidation basis accounting** as of November 1, 2024, current year results of operations are not comparable to the prior year[98](index=98&type=chunk) - As of March 31, 2025, the company had **no remaining properties**, having sold its last property on February 25, 2025[98](index=98&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=20&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) - As of March 31, 2025, the company had **$227.3 million in cash** and cash equivalents and **no outstanding debt**, which is expected to be sufficient to fund remaining obligations[99](index=99&type=chunk) - The company paid an initial cash liquidating distribution of **$19.00 per common share** ($2.0 billion total) in December 2024 and a final **$1.60 per common share** ($172.4 million total) on April 22, 2025[100](index=100&type=chunk)[101](index=101&type=chunk) - **No common shares were repurchased** in Q1 2025, with **$150.0 million** remaining under the share repurchase program[101](index=101&type=chunk) [NON-GAAP MEASURES](index=21&type=section&id=NON-GAAP%20MEASURES) - The company is **no longer reporting** Funds From Operations (FFO), Normalized Funds From Operations (NFFO), and Net Operating Income (NOI) due to the adoption of the Plan of Sale[103](index=103&type=chunk) [RELATED PERSON TRANSACTIONS](index=21&type=section&id=RELATED%20PERSON%20TRANSACTIONS) - Information regarding related person transactions is detailed in Note 14 to the condensed consolidated financial statements[104](index=104&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Reports no material changes to quantitative and qualitative disclosures about market risk from the most recent Annual Report - The company's market risk has **not materially changed** from the amounts and information reported in its Annual Report[105](index=105&type=chunk) [Item 4. Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the reporting period[106](index=106&type=chunk) - There have been **no material changes** in internal control over financial reporting during the quarter ended March 31, 2025[107](index=107&type=chunk) PART II. Other Information [Item 1. Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) States the company is not involved in any litigation that would have a material adverse effect - The company is not currently involved in any litigation that would have a **material adverse effect**[109](index=109&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) Confirms no material changes to the risk factors previously disclosed in the company's Annual Report - **No material changes** to the risk factors previously disclosed in the Annual Report[110](index=110&type=chunk) [Item 1B. Unresolved Staff Comments](index=22&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) Reports no unresolved staff comments regarding the company's filings - There are **no unresolved staff comments**[111](index=111&type=chunk) [Item 1C. Cybersecurity](index=22&type=section&id=Item%201C.%20Cybersecurity) Confirms no material changes for cybersecurity previously disclosed in the company's Annual Report - **No material changes** for cybersecurity previously disclosed in the Annual Report[112](index=112&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details common shares surrendered by employees to satisfy tax withholding obligations related to vested equity awards - During the three months ended March 31, 2025, employees surrendered common shares to satisfy statutory tax withholding obligations for vested restricted common shares and restricted stock units[113](index=113&type=chunk) Common Shares Surrendered for Tax Withholding (Three Months Ended March 31, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :------------- | :------------------------------- | :--------------------------- | | January 2025 | 10,273 | $1.77 | | February 2025 | 133,245 | $1.68 | | March 2025 | 366,482 | $1.60 | | Total | 510,000 | $1.62 | [Item 3. Defaults Upon Senior Securities](index=22&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Indicates this item is not applicable to the company - This item is **not applicable**[115](index=115&type=chunk) [Item 4. Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates this item is not applicable to the company - This item is **not applicable**[116](index=116&type=chunk) [Item 5. Other Information](index=22&type=section&id=Item%205.%20Other%20Information) Reports that no officers or directors adopted or terminated any Rule 10b5-1 trading arrangements during the period - None of the company's officers or directors adopted or terminated any Rule 10b5-1(c) trading arrangements[117](index=117&type=chunk) [Item 6. Exhibits](index=23&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including certifications and Inline XBRL data - Key exhibits include the Plan of Sale and Dissolution, various Articles of Amendment and Restatement, Bylaws, Rule 13a-14(a) and Section 1350 Certifications, and Inline XBRL data[118](index=118&type=chunk) [Signatures](index=24&type=section&id=Signatures) Contains the duly authorized signatures of the company's CEO and CFO, dated May 6, 2025 - The report was signed by David A. Helfand, Chair of the Board, President and Chief Executive Officer, and William H. Griffiths, Executive Vice President, Chief Financial Officer and Treasurer, on May 6, 2025[121](index=121&type=chunk)

Financial Data and Key Metrics Changes - The gross sale price of the last property sold was $132.5 million, with a net purchase price of approximately $124.4 million after credits [4] - Since 2014, the company has sold over $7.9 billion in assets, including 168 properties and 3 land parcels, totaling 45.8 million square feet, for an aggregate gross sales price of $7.2 billion [5] - The company has retired $3.4 billion of debt and preferred shares, repurchased $652 million of common shares, and paid $3.8 billion in distributions to common shareholders [5] - As of December 31, net assets in liquidation are approximately $179 million, with an updated estimated aggregate shareholder liquidating distribution range of $20.55 to $20.70 per common share [9] Business Line Data and Key Metrics Changes - The company has successfully executed the sale of all its real estate assets, completing the wind-down process [5][10] - The liquidation preference for Series D preferred shares was paid in December for $123.3 million [6] Market Data and Key Metrics Changes - The company anticipates making its final distribution in mid-April, with common shares expected to be delisted from the New York Stock Exchange the day before the final distribution payment date [10][11] Company Strategy and Development Direction - The company has adopted a liquidation basis of accounting for its 2024 10-K in accordance with GAAP, recognizing assets at the amount expected to be collected and accruing estimated expenses [8] - The focus has been on executing the wind-down process prudently and efficiently, with significant progress made in the sales of the remaining assets [12] Management's Comments on Operating Environment and Future Outlook - Management expressed pride in the progress made, particularly with the sales of the four remaining assets over the last few months [12] - The company does not anticipate any future distributions from the liquidating trust after the final distribution [10] Other Important Information - The company plans to transfer remaining assets and liabilities to a Maryland liquidating trust, with common shares converted into beneficial interest units on a one-for-one basis [11] - The company expects to qualify as a REIT in 2025 until the transfer to the liquidating trust [12] Q&A Session Summary - No specific questions or answers were recorded in the provided content.

Part I [Business](index=4&type=section&id=Item%201.%20Business) Equity Commonwealth (EQC) is an internally managed REIT that has transitioned to a complete wind-down and liquidation, focusing on asset sales and shareholder distributions following a November 2024 Plan of Sale approval - The company is an internally managed and self-advised Real Estate Investment Trust (REIT) operating as an UPREIT through its Operating Trust[13](index=13&type=chunk) - Since 2014, the company has executed a disposition strategy, completing over **$7.6 billion in sales**. After evaluating over 100 potential investment opportunities without consummating a transaction, the Board determined to wind-down the business[15](index=15&type=chunk)[16](index=16&type=chunk) - On **November 12, 2024**, shareholders approved the Plan of Sale and Dissolution, authorizing the company to sell its remaining properties, wind-down affairs, and distribute net proceeds to shareholders[18](index=18&type=chunk) - In **2024**, EQC paid the liquidation preference for its Series D Preferred Shares, made an initial cash liquidating distribution of **$19.00 per common share**, and sold three of its four remaining properties[19](index=19&type=chunk)[29](index=29&type=chunk) - As of **December 31, 2024**, the company held **one property**, **$160.5 million in cash and cash equivalents**, and had **no debt**. The final property was sold on **February 25, 2025**, leaving **no remaining properties**[21](index=21&type=chunk)[22](index=22&type=chunk) - The company's employee count has been significantly reduced to **22 full-time employees** as of **December 31, 2024**, down from **66 in 2015**, reflecting the decrease in its property portfolio[23](index=23&type=chunk) [Risk Factors](index=6&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks primarily related to its Plan of Sale, including distribution uncertainty, potential shareholder liability, and the risk of losing REIT status, alongside environmental, cybersecurity, and structural risks [Risk Factors Related to Plan of Sale](index=7&type=section&id=Risk%20Factors%20Related%20to%20Plan%20of%20Sale) This section outlines risks associated with the liquidation plan, including uncertain distribution amounts, potential shareholder liability, Board termination rights, and the risk of losing REIT status - The actual amount and timing of liquidating distributions are uncertain and may be **lower than estimates** due to unexpected liabilities, expenses, or changes in market conditions[38](index=38&type=chunk) - Shareholders could be held liable for company obligations to the extent of distributions received if the company fails to make adequate provisions for creditors[40](index=40&type=chunk) - The Board of Trustees retains the authority to modify or terminate the Plan of Sale without further shareholder approval under certain circumstances[41](index=41&type=chunk) - The process of liquidation may cause the company to **fail to qualify as a REIT**, which would subject it to corporate-level income tax and substantially reduce funds available for distribution[42](index=42&type=chunk)[44](index=44&type=chunk) - The company faces a risk of a **100% excise tax** on net income from "prohibited transactions," which are sales of property held primarily for sale to customers in the ordinary course of business[46](index=46&type=chunk) [Risks Related to Our Business](index=10&type=section&id=Risks%20Related%20to%20Our%20Business) This section details operational risks, including potential environmental liabilities from formerly owned properties, cybersecurity threats to IT systems, and the need for effective internal controls - The company may be liable for costs and damages from environmental contamination (e.g., hazardous substances, asbestos, or mold) at properties it formerly owned, as such liability can be imposed regardless of fault[56](index=56&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - The company relies on information technology for its operations, and any material failure, inadequacy, or security breach could interrupt operations, damage its reputation, and result in liability claims[62](index=62&type=chunk) [Risks Related to Our Securities](index=11&type=section&id=Risks%20Related%20to%20Our%20Securities) This section discusses risks affecting the company's securities, including cash holdings subject to loss, stock price volatility, and reduced liquidity due to planned NYSE delisting - As of **December 31, 2024**, the company held **$160.5 million in cash and cash equivalents**, which are subject to risk of loss, declining interest rates, and are mostly uninsured by the FDIC[63](index=63&type=chunk) - The company's common shares will be voluntarily delisted from the NYSE in the future as part of the Plan of Sale, which may reduce liquidity and the value of the investment[54](index=54&type=chunk) [Risks Related to Our Organization and Structure](index=12&type=section&id=Risks%20Related%20to%20Our%20Organization%20and%20Structure) This section covers risks inherent in the company's corporate structure, including ownership limitations, anti-takeover provisions, reliance on Operating Trust distributions, and limited liability for trustees and officers - The declaration of trust prohibits any shareholder from owning more than **9.8% of outstanding shares**, which, along with other provisions, may deter or prevent a change in control[67](index=67&type=chunk) - As a holding company in an UPREIT structure, EQC relies on distributions from its Operating Trust to meet its obligations and make liquidating distributions to shareholders[76](index=76&type=chunk) - The company's declaration of trust and bylaws limit the liability of trustees and officers for money damages, except in cases of willful misfeasance, bad faith, gross negligence, or reckless disregard of duty[77](index=77&type=chunk) [Risks Related to Our Taxation as a REIT](index=14&type=section&id=Risks%20Related%20to%20Our%20Taxation%20as%20a%20REIT) This section details the significant risk of failing to maintain REIT qualification, which would incur U.S. federal income tax and reduce distributions, and the challenge of meeting gross income tests with large cash holdings - **Failure to qualify as a REIT** would subject the company to U.S. federal income tax at regular corporate rates, significantly reducing cash available for shareholder distributions[84](index=84&type=chunk)[86](index=86&type=chunk) - Even if REIT qualification is maintained, the company may face other tax liabilities, including a **100% tax** on net income from "prohibited transactions"[89](index=89&type=chunk) - Due to the Plan of Sale and large cash holdings, the company may be required to take steps to comply with the **75% gross income test** for REITs, which could adversely affect cash flow[90](index=90&type=chunk) [Unresolved Staff Comments](index=15&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - **None**[93](index=93&type=chunk) [Cybersecurity](index=15&type=section&id=Item%201C.%20Cybersecurity) The company maintains a cybersecurity program overseen by the Audit Committee, implementing protective measures and reporting no material past incidents - The cybersecurity program is overseen by the Board's Audit Committee and managed day-to-day by the IT department[94](index=94&type=chunk)[95](index=95&type=chunk)[100](index=100&type=chunk) - Cybersecurity measures include hardware and software security, periodic system testing by third parties, vendor IT system verification, and employee security awareness training[96](index=96&type=chunk) - The company does not believe any past cybersecurity threats or incidents have **materially affected** its business, results of operations, or financial condition[99](index=99&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) As of December 31, 2024, the company owned one property, which was subsequently sold in February 2025, leaving no remaining real estate assets - As of **December 31, 2024**, the company owned **one property**, 1225 Seventeenth Street in Denver, Colorado[105](index=105&type=chunk) - The last remaining property was sold on **February 25, 2025**. The company now has **no remaining properties**[105](index=105&type=chunk) [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any litigation expected to have a material adverse effect - The company is not currently involved in any litigation, nor is any threatened, that would have a **material adverse effect** on the Company[106](index=106&type=chunk) [Mine Safety Disclosures](index=17&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[107](index=107&type=chunk) Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) EQC's common shares trade on the NYSE, and in 2024, the company paid an initial liquidating distribution of $19.00 per share and settled preferred shares, with no common share repurchases - An initial cash liquidating distribution of **$19.00 per common share** was paid on **December 6, 2024**[112](index=112&type=chunk) - The estimated aggregate shareholder liquidating distribution was updated to a range of **$20.55 to $20.70 per common share** on **February 27, 2025**[112](index=112&type=chunk) - In **November 2024**, the company paid the liquidation preference of **$123.3 million** to holders of its Series D Preferred Shares, satisfying all obligations to these shareholders[116](index=116&type=chunk) - The company did not repurchase any common shares in **2024**. As of **December 31, 2024**, **$150.0 million** remained available under the share repurchase program expiring **June 30, 2025**[120](index=120&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A explains the company's financial condition and results, noting the adoption of liquidation basis accounting from November 1, 2024, and its focus on the Plan of Sale with sufficient cash and no debt [Overview](index=20&type=section&id=OVERVIEW) This section summarizes the company's strategic shift from asset dispositions and investment evaluations to a Plan of Sale and Dissolution, approved by shareholders in November 2024 - After a multi-year strategy of asset sales and evaluating new investments, the company's Board approved a Plan of Sale and Dissolution, which shareholders approved on **November 12, 2024**[129](index=129&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) [Results of Operations](index=21&type=section&id=RESULTS%20OF%20OPERATIONS) The company's results of operations are not comparable to the prior year due to the November 1, 2024, adoption of liquidation basis accounting, with one property and $160.5 million in cash at year-end - The adoption of liquidation basis accounting as of **November 1, 2024**, makes the results of operations for the current year **not comparable** to the prior year[135](index=135&type=chunk) - As of **December 31, 2024**, the company had **one property** and **$160.5 million in cash**. The last property was sold in **February 2025**[135](index=135&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of December 31, 2024, the company had $160.5 million in cash and no debt, deemed sufficient for obligations and distributions, following an initial $19.00 per share payout - As of **December 31, 2024**, the company has **$160.5 million of cash and cash equivalents** and **no debt outstanding**[136](index=136&type=chunk) - An initial cash liquidating distribution of **$19.00 per common share** (totaling **$2.0 billion**) was paid on **December 6, 2024**[138](index=138&type=chunk) - The estimated aggregate shareholder liquidating distribution was updated to a range of **$20.55 to $20.70 per common share** as of **February 27, 2025**[138](index=138&type=chunk) [Critical Accounting Policies](index=21&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) The company's critical accounting policy is now the liquidation basis, adopted November 1, 2024, requiring asset adjustments to net realizable value and accrual of all estimated future costs and income - The company adopted the **liquidation basis of accounting** as of **November 1, 2024**, following shareholder approval of the Plan of Sale[147](index=147&type=chunk) - Under this basis, assets are adjusted to their estimated net realizable (liquidation) value, and the company accrues all costs and income expected to be incurred and earned through the completion of liquidation[146](index=146&type=chunk)[148](index=148&type=chunk) - The liquidation value of the company's real estate was estimated based on a contractual purchase price for the property[152](index=152&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company does not believe it currently has significant exposure to market interest rate risks - The company does not believe it currently has any **significant exposure** to risks associated with market changes in interest rates[155](index=155&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024, confirmed by Ernst & Young LLP - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective** as of **December 31, 2024**[158](index=158&type=chunk) - Management assessed internal control over financial reporting as **effective** as of **December 31, 2024**, using the COSO 2013 framework. This assessment was audited by Ernst & Young LLP, which issued an **unqualified opinion**[161](index=161&type=chunk)[162](index=162&type=chunk) [Other Information](index=23&type=section&id=Item%209B.%20Other%20Information) This section reports no Rule 10b5-1 trading arrangement changes and includes pro forma financial statements for the February 2025 sale of the last property for $132.5 million - The company agreed to sell its final property, 1225 Seventeenth Street in Denver, for a gross sale price of **$132.5 million**, with the transaction closing on **February 25, 2025**[166](index=166&type=chunk) Pro Forma Impact of Final Property Sale (as of Dec 31, 2024) | Account | Historical (in thousands) | Pro Forma (in thousands) | | :--- | :--- | :--- | | Real estate | $132,500 | $0 | | Cash and cash equivalents | $160,511 | $284,103 | | Total assets | $293,624 | $284,716 | | Net assets in liquidation | $178,855 | $175,975 | Part III [Directors, Executive Officers and Corporate Governance](index=26&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for trustees and executive officers, outlining a corporate governance framework emphasizing shareholder alignment, independent directors, and annual elections - The report provides names, ages, positions, and detailed biographical information for the company's **seven trustees** and **four executive officers**[180](index=180&type=chunk)[209](index=209&type=chunk) - The company highlights its strong corporate governance practices, including having **6 of 7 trustees as independent**, a lead independent trustee, annual trustee elections, and having opted out of Maryland's business combination and control share acquisition statutes[217](index=217&type=chunk) - The Audit Committee is composed of **three independent trustees**, **two of whom qualify as audit committee financial experts**. The committee oversees financial reporting, internal controls, and the independent auditor[215](index=215&type=chunk)[216](index=216&type=chunk) - The company maintains a Code of Business Conduct and Ethics applicable to all trustees, officers, and employees, which is available on its website[219](index=219&type=chunk)[220](index=220&type=chunk) [Executive Compensation](index=34&type=section&id=Item%2011.%20Executive%20Compensation) This section details named executive officer compensation, aligning interests with shareholders during the wind-down, including base salary, discretionary cash bonuses, and cash-based long-term incentives, with a CEO-to-median-employee pay ratio of 17-to-1 [Compensation Discussion and Analysis (CD&A)](index=34&type=section&id=Compensation%20Discussion%20and%20Analysis) The CD&A explains the executive compensation program's design, aligning executive and shareholder interests during liquidation, with 2024 bonuses based on discretionary assessment and long-term incentives shifted to cash awards - The executive compensation program is designed to align executive interests with shareholders, reward performance, provide fair compensation, and retain executives during the wind-down process[231](index=231&type=chunk) - For fiscal year **2024**, the Compensation Committee determined STIP cash bonuses based on a discretionary assessment of each executive's achievement of subjective performance goals, as the original corporate operational metrics were no longer valid due to the Plan of Sale[253](index=253&type=chunk) 2024 Annual Cash Incentive (STIP) Payouts | Named Executive Officer | Target Bonus | Actual Bonus Awarded | | :--- | :--- | :--- | | David A. Helfand | $1,482,000 | $2,156,969 | | William H. (Bill) Griffiths | $624,000 | $908,198 | | David S. Weinberg | $702,975 | $1,023,142 | | Orrin S. Shifrin | $618,618 | $900,364 | - Due to the termination of the company's S-8 registration statements, long-term incentive awards for **2024 performance** (granted in **January 2025**) were made as **cash-based awards** instead of equity[289](index=289&type=chunk) 2025 Approved Base Salaries | Named Executive Officer | 2024 Base Salary | 2025 Base Salary | Percentage Change | | :--- | :--- | :--- | :--- | | David A. Helfand | $988,000 | $1,017,640 | 3% | | William H. (Bill) Griffiths | $624,000 | $642,720 | 3% | | David S. Weinberg | $702,975 | $724,064 | 3% | | Orrin S. Shifrin | $618,618 | $637,177 | 3% | [Executive Compensation Tables](index=49&type=section&id=Executive%20Compensation%20Tables) This subsection presents tables detailing named executive officer compensation, including total compensation, plan-based awards, outstanding equity, stock vesting value, and potential severance payments 2024 Summary Compensation | Name | Title | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | David A. Helfand | CEO | 988,000 | 2,156,969 | 4,485,138 | 7,638,107 | | William H. (Bill) Griffiths | CFO | 624,000 | 908,198 | 1,013,730 | 2,553,928 | | David S. Weinberg | COO | 702,975 | 1,023,142 | 2,215,396 | 3,949,513 | | Orrin S. Shifrin | General Counsel | 618,618 | 900,364 | 1,351,615 | 2,878,597 | Value Realized on Stock Vesting in 2024 | Name | Value Realized on Vesting ($) | | :--- | :--- | | David A. Helfand | 2,842,837 | | William H. (Bill) Griffiths | 218,140 | | David S. Weinberg | 1,506,303 | | Orrin S. Shifrin | 919,022 | - The report includes a detailed table quantifying potential payments to NEOs upon termination or a change in control, assuming the event occurred on **December 31, 2024**[323](index=323&type=chunk)[325](index=325&type=chunk) [Pay Ratio and Trustee Compensation](index=56&type=section&id=Pay%20Ratio%20and%20Trustee%20Compensation) For 2024, the CEO-to-median-employee pay ratio was 17 to 1, and independent trustee compensation includes an annual $190,000 retainer split between cash and equity - The ratio of the CEO's **2024 total compensation ($7,638,107)** to the median employee's total compensation (**$440,037**) is **17 to 1**[328](index=328&type=chunk) Independent Trustee Annual Compensation Structure | Component | Amount ($) | | :--- | :--- | | Annual Cash Retainer | 70,000 | | Annual Equity Retainer | 120,000 | | **Total Annual Retainer** | **190,000** | | Lead Independent Trustee (Add'l) | 45,000 | | Audit Committee Chair (Add'l) | 25,000 | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=58&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) This section discloses beneficial ownership of common shares as of February 20, 2025, identifying all entities and individuals holding over 5%, including Indaba Capital Management, Weiss Asset Management, and Alberta Investment Management Corporation Beneficial Owners of More Than 5% (as of Feb 20, 2025) | Name of Beneficial Owner | Percent of All Shares | | :--- | :--- | | Indaba Capital Management, L.P. | 8.9% | | Weiss Asset Management LP | 8.8% | | Alberta Investment Management Corporation | 8.1% | | The Vanguard Group | 6.6% | | BlackRock, Inc. | 5.2% | - All named executive officers and trustees as a group beneficially own **2.1%** of the company's outstanding common shares[342](index=342&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=60&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses its corporate headquarters lease from an EGI-associated entity, amended in April 2024, and standard indemnification agreements with trustees and officers - The company leases its corporate headquarters in Chicago from Two North Riverside Plaza Joint Venture Limited Partnership, an entity associated with Equity Group Investments (EGI), with which certain executives are affiliated[346](index=346&type=chunk) - In **April 2024**, the headquarters lease was amended to extend the term for **two additional years** through **December 31, 2026**, with an annual lease payment of approximately **$0.4 million** and an early termination option[351](index=351&type=chunk) - The company's Declaration of Trust and bylaws obligate it to indemnify present and former trustees and officers to the fullest extent permitted by Maryland law[355](index=355&type=chunk) [Principal Accountant Fees and Services](index=62&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Ernst & Young LLP served as the independent auditor for 2024 and 2023, with all services pre-approved by the Audit Committee, and total fees increased in 2024 due to higher audit fees Accountant Fees (2023 vs 2024) | Fee Type | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Audit fees | 1,052,135 | 664,250 | | All other fees | 3,600 | 3,600 | | **Total fees** | **1,055,735** | **667,850** | - All audit and non-audit services provided by Ernst & Young LLP in **2024 and 2023** were **pre-approved** by the Audit Committee[359](index=359&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=63&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, including consolidated financial statements and corporate documents - This section provides a comprehensive list of all financial statements, schedules, and exhibits included with the Form 10-K filing[363](index=363&type=chunk)[364](index=364&type=chunk) [Financial Statements and Supplementary Data](index=68&type=section&id=Financial%20Statements%20and%20Supplementary%20Data) The financial statements include an unqualified audit opinion, reflecting the shift to liquidation basis accounting from November 1, 2024, showing $178.9 million in net assets and detailing the Plan of Sale, distributions, and final property sale [Reports of Independent Registered Public Accounting Firm](index=68&type=section&id=Reports%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued unqualified opinions on the consolidated financial statements and internal control over financial reporting, noting the company's shift to liquidation basis accounting from November 1, 2024 - Ernst & Young LLP issued an **unqualified opinion** on the consolidated financial statements[375](index=375&type=chunk) - The audit report highlights the company's change to a **liquidation basis of accounting** for periods subsequent to **October 31, 2024**[376](index=376&type=chunk) - An **unqualified opinion** was also issued on the effectiveness of the company's internal control over financial reporting as of **December 31, 2024**[383](index=383&type=chunk) [Consolidated Financial Statements](index=70&type=section&id=Consolidated%20Financial%20Statements) The financial statements reflect the company's transition to liquidation, showing $178.9 million in net assets as of December 31, 2024, a decrease from $2.39 billion in 2023 due to liquidating distributions and accrued costs Key Financial Position Data (in thousands) | | Dec 31, 2024 (Liquidation Basis) | Dec 31, 2023 (Going Concern Basis) | | :--- | :--- | :--- | | Total Assets | $293,624 | $2,425,041 | | Total Liabilities | $114,769 | $34,928 | | **Net Assets / Total Equity** | **$178,855** | **$2,390,113** | Statement of Changes in Net Assets (Liquidation Basis) - Nov 1 to Dec 31, 2024 (in thousands) | Item | Amount | | :--- | :--- | | Net assets in liquidation, beginning of period | $2,245,273 | | Net decrease in liquidation value | ($23,764) | | Liquidating distributions | ($2,042,654) | | **Net assets in liquidation, end of period** | **$178,855** | [Notes to Consolidated Financial Statements](index=77&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide critical context for the financial statements, detailing the Plan of Sale, liquidation accounting, estimated costs, property dispositions, significant shareholder distributions, share-based compensation, and the final property sale - Note 2: The Plan of Sale was approved by shareholders on **November 12, 2024**, authorizing the sale of all remaining properties and the wind-down of the company[414](index=414&type=chunk) - Note 3: The company adopted the **liquidation basis of accounting** as of **November 1, 2024**. Assets are adjusted to net realizable value, and future costs and revenues are accrued[423](index=423&type=chunk)[424](index=424&type=chunk) - Note 6: During **2024**, the company sold **three properties** (Bridgepoint Square, 206 East 9th Street, and 1250 H Street, NW) for a total gross sale price of **$92.0 million**[469](index=469&type=chunk) - Note 8: The company paid a **$19.00 per common share** initial liquidating distribution (**$2.0 billion total**) and paid off its Series D Preferred Shares for **$123.3 million**[480](index=480&type=chunk)[487](index=487&type=chunk) - Note 16 (Subsequent Events): On **February 25, 2025**, the company sold its last remaining property, 1225 Seventeenth Street in Denver, for a gross sale price of **$132.5 million**[546](index=546&type=chunk)

Financial Data and Key Metrics Changes - The gross sale price of the last property sold was $132.5 million, with a net purchase price of approximately $124.4 million after credits [5] - Since 2014, the company has sold over $7.9 billion in assets, retiring $3.4 billion of debt and preferred shares, and repurchasing $652 million of common shares [5] - As of December 31, net assets in liquidation are approximately $179 million, with an updated estimated aggregate shareholder liquidating distribution range of $20.55 to $20.7 per common share [7] Business Line Data and Key Metrics Changes - The company has successfully executed the sale of all its real estate assets, including the final four properties [6][10] - The liquidation preference for Series D preferred shares was paid at $123.3 million, and an initial liquidating distribution of $19 per share was made to common shareholders [6] Market Data and Key Metrics Changes - The company anticipates that its common shares will be delisted from the New York Stock Exchange the day before the final distribution payment date [8] - Following the final distribution, the company plans to transfer remaining assets and liabilities to a Maryland liquidating trust [9] Company Strategy and Development Direction - The company has adopted a liquidation basis of accounting for its 2024 financials, recognizing assets at expected collection amounts and accruing estimated expenses [7] - The focus has been on executing the wind down process prudently and efficiently, with significant progress made in asset sales [10] Management's Comments on Operating Environment and Future Outlook - Management expressed pride in the progress made in the wind down process and acknowledged the support from shareholders and the dedication of the EQC team [10] Other Important Information - The company does not anticipate any future distributions from the liquidating trust after the final distribution [8] - The company expects to qualify as a REIT in 2025 until the transfer to the liquidating trust [9] Q&A Session Summary - There were no questions during the Q&A session [11]

Exhibit 99.1 Two North Riverside Plaza, Suite 2000, Chicago, Illinois 60606 Equity Commonwealth Completes Sale of 1225 Seventeenth Street Plaza and Reports 2024 Results Updates Estimated Aggregate Shareholder Liquidating Distribution Range to $20.55 to $20.70 Per Common Share Chicago – February 27, 2025 – Equity Commonwealth (NYSE: EQC) (the "Company") announced today that it closed on the sale of its last remaining property, 1225 Seventeenth Street, a 709,402 square foot office property in Denver, Colorado ...

Group 1 - Equity Commonwealth (NYSE: EQC) is on the path to liquidation following the passing of Sam Zell, with the company currently in the process of disposing of its remaining assets and exiting the market [2] - The Value Lab focuses on long-only value investment ideas, aiming for a portfolio yield of approximately 4%, and has seen success over the past five years by engaging in international markets [1] - The Valkyrie Trading Society consists of analysts who share high conviction and obscure developed market ideas that are expected to generate non-correlated and outsized returns in the current economic environment [3]

Financial Data and Key Metrics Changes - The company recognized a $50 million non-cash impairment charge in the quarter's financials due to the properties held for sale [3] - Total distributions from the Plan of Sale are estimated to be in the range of $19.50 to $21 per share [4] - The company expects to pay a common distribution of $18 to $19 per share following shareholder approval [5] Business Line Data and Key Metrics Changes - The company has two properties in Austin and one in Washington, D.C. under contract for sale, with the closing expected to begin in early November [3] - The marketing of the Denver property commenced in September, but no updates on that process were provided [3] Market Data and Key Metrics Changes - The disposition process has been described as reasonably smooth, although selling office buildings remains challenging [6] - The company is focused on executing the wind-down process prudently and efficiently, with the goal of winding down by the end of the second quarter of 2025 [5][6] Company Strategy and Development Direction - The company plans to adopt liquidation basis accounting for its 2024 10-K, recognizing assets at expected collection amounts and accruing estimated expenses [4] - Following the sale of remaining assets, the company aims to distribute substantially all remaining cash, net of reserves for liabilities [5] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging environment for selling office buildings and noted that the inability to close one or more dispositions could affect the overall wind-down timing [6] - The company continues to expect to qualify as a REIT in 2024 and 2025 [5] Other Important Information - A special shareholder meeting is scheduled for November 12, 2024, to vote on the Plan of Sale and related advisory votes [4] - The company will provide updates on the progress of asset dispositions as they occur [3][5] Q&A Session Summary Question: Timing of Series B preferred payment - The Series D preferred will be paid first, followed by the common distribution a few days later [7] Question: Asset sales and buyer deposits - Deposits range from 1% to 5% of purchase prices, with two buyers being all cash, which reduces financing risk [9] Question: Expected closing timing for asset sales - Closings are subject to conditions and buyers have extension rights, but are expected to begin in early November [11] Question: Cash position and wind-down costs - Wind-down costs have not changed from the previously discussed $50 million [12]

[Corporate Information](index=3&type=section&id=Corporate%20Information) Equity Commonwealth is a REIT specializing in commercial office properties, with a portfolio of 4 properties totaling 1.52 million square feet [Company Profile and Investor Information](index=3&type=section&id=Company%20Profile%20and%20Investor%20Information) Equity Commonwealth (EQC) is a Chicago-based, internally managed REIT specializing in US commercial office properties, with a 1.52 million square foot portfolio 69.7% leased as of September 30, 2024 - Equity Commonwealth (NYSE: EQC) is a Chicago-based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties in the United States[4](index=4&type=chunk) Same Property Statistics (as of Sep 30, 2024) | Metric | Value | | :--------------- | :---------- | | No. of Properties | 4 | | Sq. Feet | 1,521,409 | | % Leased | 69.7% | | % Commenced | 69.4% | [Financial Information](index=4&type=section&id=Financial%20Information) This section provides a comprehensive overview of Equity Commonwealth's financial performance, balance sheet, and key operating metrics [Key Financial Data](index=4&type=section&id=Key%20Financial%20Data) The company reported a net loss of **$(28.19) million** for Q3 2024, primarily due to a **$50.23 million** asset impairment loss, with Adjusted EBITDAre slightly decreasing to **$29.48 million** Operating Information (Amounts in thousands, except per share data) | Metric | 9/30/2024 | 6/30/2024 | 3/31/2024 | 12/31/2023 | 9/30/2023 | | :----------------------------------------- | :---------- | :---------- | :---------- | :---------- | :---------- | | Ending property count | 4 | 4 | 4 | 4 | 4 | | Ending square footage | 1,521 | 1,521 | 1,521 | 1,521 | 1,521 | | Percent leased | 69.7 % | 71.4 % | 75.4 % | 81.2 % | 80.8 % | | Percent commenced | 69.4 % | 70.7 % | 74.6 % | 80.0 % | 79.9 % | | Net (loss) income attributable to EQC common shareholders | $ (28,186) | $ 22,153 | $ 23,408 | $ 24,552 | $ 24,149 | | Adjusted EBITDAre | 29,481 | 28,802 | 29,845 | 30,770 | 30,698 | Same Property Operating Information (Amounts in thousands) | Metric | 9/30/2024 | 6/30/2024 | 3/31/2024 | 12/31/2023 | 9/30/2023 | | :------------------------- | :-------- | :-------- | :-------- | :--------- | :-------- | | Same Property NOI | $ 7,125 | $ 7,391 | $ 8,672 | $ 8,611 | $ 8,485 | | Same Property Cash Basis NOI | 6,942 | 7,063 | 7,833 | 7,443 | 8,205 | | Same Property NOI margin | 50.9 % | 52.4 % | 57.1 % | 56.9 % | 55.8 % | | Same Property Cash Basis NOI margin | 50.3 % | 51.3 % | 54.6 % | 53.3 % | 55.0 % | Balance Sheet & Market Capitalization (Amounts in thousands) | Metric | 9/30/2024 | 9/30/2023 | | :------------------------------- | :---------- | :---------- | | Total assets | $ 2,441,130 | $ 2,393,786 | | Total liabilities | 27,948 | 31,550 | | Market value of preferred shares | $ 124,109 | $ 122,929 | | Market value of diluted common shares | 2,156,185 | 1,992,980 | | Total market capitalization | $ 2,280,294 | $ 2,115,909 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, total assets were **$2.44 billion**, with cash and cash equivalents increasing to **$2.23 billion**, while real estate properties (net) decreased due to assets held for sale Condensed Consolidated Balance Sheet (Amounts in thousands) | ASSETS | September 30, 2024 | December 31, 2023 | | :----------------------------------- | :----------------- | :---------------- | | Real estate properties (net) | $ 111,298 | $ 231,352 | | Assets held for sale | 86,803 | — | | Cash and cash equivalents | 2,225,150 | 2,160,535 | | Rents receivable | 8,046 | 15,737 | | Other assets, net | 9,833 | 17,417 | | **Total assets** | **$ 2,441,130** | **$ 2,425,041** | | | | | | LIABILITIES | | | | Liabilities related to properties held for sale | $ 6,200 | $ — | | Accounts payable, accrued expenses and other | 17,621 | 27,298 | | Rent collected in advance | 1,324 | 1,990 | | Distributions payable | 2,803 | 5,640 | | **Total liabilities** | **$ 27,948** | **$ 34,928** | | | | | | EQUITY | | | | Total shareholders' equity | 2,409,715 | 2,385,067 | | Noncontrolling interest | 3,467 | 5,046 | | **Total equity** | **$ 2,413,182** | **$ 2,390,113** | | **Total liabilities and equity** | **$ 2,441,130** | **$ 2,425,041** | [Additional Balance Sheet Information](index=6&type=section&id=Additional%20Balance%20Sheet%20Information) This section details specific balance sheet accounts, showing a significant decrease in straight-line rents receivable from **$14.99 million** to **$7.15 million**, alongside reductions in deferred leasing costs and accrued taxes Additional Balance Sheet Information (Amounts in thousands) | Metric | September 30, 2024 | December 31, 2023 | | :------------------------------------- | :----------------- | :---------------- | | Straight-line rents receivable | $ 7,152 | $ 14,995 | | Accounts receivable | 894 | 742 | | **Rents receivable** | **$ 8,046** | **$ 15,737** | | | | | | Capitalized lease incentives, net | $ 411 | $ 1,193 | | Deferred leasing costs, net | 2,949 | 10,816 | | Other | 6,473 | 5,408 | | **Other assets, net** | **$ 9,833** | **$ 17,417** | | | | | | Accounts payable | $ 1,661 | $ 2,824 | | Accrued taxes | 4,492 | 9,527 | | Accrued capital expenditures | 805 | 2,881 | | Accrued leasing costs | — | 206 | | Security deposits | 755 | 2,356 | | Other accrued liabilities | 9,908 | 9,504 | | **Accounts payable, accrued expenses and other** | **$ 17,621** | **$ 27,298** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 2024, Equity Commonwealth reported a net loss of **$(26.23) million**, a significant decline from prior year net income, primarily due to a **$50.23 million** loss on asset impairment Condensed Consolidated Statements of Operations (Amounts in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | **Revenues:** | | | | | | Rental revenue | $ 12,782 | $ 13,928 | $ 39,491 | $ 41,512 | | Other revenue | 1,206 | 1,284 | 3,796 | 3,866 | | **Total revenues** | **$ 13,988** | **$ 15,212** | **$ 43,287** | **$ 45,378** | | **Expenses:** | | | | | | Operating expenses | $ 6,863 | $ 6,722 | $ 20,118 | $ 20,920 | | Depreciation and amortization | 4,214 | 4,436 | 12,753 | 13,260 | | General and administrative | 8,886 | 7,061 | 25,565 | 29,470 | | Loss on asset impairment | 50,226 | — | 50,226 | — | | **Total expenses** | **$ 70,189** | **$ 18,219** | **$ 108,662** | **$ 63,650** | | Interest and other income, net | 29,996 | 29,269 | 89,278 | 84,997 | | Net (loss) income attributable to Equity Commonwealth common shareholders | $ (28,186) | $ 24,149 | $ 17,375 | $ 58,624 | | **Earnings per common share:** | | | | | | Basic | $ (0.26) | $ 0.22 | $ 0.16 | $ 0.54 | | Diluted | $ (0.26) | $ 0.22 | $ 0.16 | $ 0.53 | [Calculation of Same Property Net Operating Income (NOI) and Same Property Cash Basis NOI](index=8&type=section&id=Calculation%20of%20Same%20Property%20Net%20Operating%20Income%20%28NOI%29%20and%20Same%20Property%20Cash%20Basis%20NOI) Same Property NOI for Q3 2024 decreased to **$7.13 million** from **$8.49 million** year-over-year, reflecting lower rental revenue and higher operating expenses, with Cash Basis NOI also declining Same Property NOI and Cash Basis NOI (Three Months Ended, Amounts in thousands) | Metric | 9/30/2024 | 6/30/2024 | 3/31/2024 | 12/31/2023 | 9/30/2023 | | :------------------------- | :-------- | :-------- | :-------- | :--------- | :-------- | | Rental revenue | $ 12,782 | $ 12,816 | $ 13,893 | $ 13,824 | $ 13,928 | | Other revenue | 1,206 | 1,293 | 1,297 | 1,322 | 1,284 | | Operating expenses | (6,863) | (6,721) | (6,534) | (6,542) | (6,722) | | **NOI** | **$ 7,125** | **$ 7,388** | **$ 8,656** | **$ 8,604** | **$ 8,490** | | Straight-line rent adjustments | (77) | (259) | (223) | (538) | (107) | | Lease termination fees | (106) | (69) | (616) | (630) | (173) | | Cash Basis NOI | $ 6,942 | $ 7,060 | $ 7,817 | $ 7,436 | $ 8,210 | | Cash Basis NOI from non-same properties | — | 3 | 16 | 7 | (5) | | **Same Property Cash Basis NOI** | **$ 6,942** | **$ 7,063** | **$ 7,833** | **$ 7,443** | **$ 8,205** | | Non-cash rental income and lease termination fees from same properties | 183 | 328 | 839 | 1,168 | 280 | | **Same Property NOI** | **$ 7,125** | **$ 7,391** | **$ 8,672** | **$ 8,611** | **$ 8,485** | Same Property NOI and Cash Basis NOI (Nine Months Ended, Amounts in thousands) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Rental revenue | $ 39,491 | $ 41,512 | | Other revenue | 3,796 | 3,866 | | Operating expenses | (20,118) | (20,920) | | **NOI** | **$ 23,169** | **$ 24,458** | | Straight-line rent adjustments | (559) | 445 | | Lease termination fees | (791) | (383) | | **Cash Basis NOI** | **$ 21,819** | **$ 24,520** | | Cash Basis NOI from non-same properties | 19 | (13) | | **Same Property Cash Basis NOI** | **$ 21,838** | **$ 24,507** | | Non-cash rental income and lease termination fees from same properties | 1,350 | (62) | | **Same Property NOI** | **$ 23,188** | **$ 24,445** | [Same Property Results of Operations](index=10&type=section&id=Same%20Property%20Results%20of%20Operations) For Q3 2024, same property rental revenue decreased by **7.7%**, leading to a **16.0%** decline in NOI and a **15.4%** decline in Cash Basis NOI, with percentage leased dropping to **69.7%** Same Property Results of Operations (Three Months Ended September 30) | Metric | 2024 | 2023 | % Change | | :------------------------- | :-------- | :-------- | :-------- | | Properties | 4 | 4 | | | Square Feet | 1,521 | 1,521 | | | % Leased | 69.7 % | 80.8 % | (11.1)% | | % Commenced | 69.4 % | 79.9 % | (10.5)% | | Rental revenue | $ 12,599 | $ 13,647 | (7.7)% | | Other revenue | 1,206 | 1,277 | (5.6)% | | Total revenue | 13,988 | 15,204 | (8.0)% | | Operating expenses | (6,863) | (6,719) | 2.1 % | | **NOI** | **$ 7,125** | **$ 8,485** | **(16.0)%** | | NOI Margin | 50.9 % | 55.8 % | | | **Cash Basis NOI** | **$ 6,942** | **$ 8,205** | **(15.4)%** | Same Property Results of Operations (Nine Months Ended September 30) | Metric | 2024 | 2023 | % Change | | :------------------------- | :-------- | :-------- | :-------- | | Properties | 4 | 4 | | | Square Feet | 1,521 | 1,521 | | | % Leased | 69.7 % | 80.8 % | (11.1)% | | % Commenced | 69.4 % | 79.9 % | (10.5)% | | Rental revenue | $ 38,141 | $ 41,573 | (8.3)% | | Other revenue | 3,796 | 3,848 | (1.4)% | | Total revenue | 43,287 | 45,359 | (4.6)% | | Operating expenses | (20,099) | (20,914) | (3.9)% | | **NOI** | **$ 23,188** | **$ 24,445** | **(5.1)%** | | NOI Margin | 53.6 % | 53.9 % | | | **Cash Basis NOI** | **$ 21,838** | **$ 24,507** | **(10.9)%** | [Calculation of EBITDA, EBITDAre, and Adjusted EBITDAre](index=11&type=section&id=Calculation%20of%20EBITDA%2C%20EBITDAre%2C%20and%20Adjusted%20EBITDAre) For Q3 2024, EBITDA was **$(21.99) million**, significantly impacted by a **$50.23 million** asset impairment loss, while Adjusted EBITDAre stood at **$29.48 million** including wind-down costs EBITDA, EBITDAre, and Adjusted EBITDAre (Amounts in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net (loss) income | $ (26,227) | $ 26,232 | $ 23,417 | $ 64,819 | | Income tax expense | 22 | 30 | 486 | 1,906 | | Depreciation and amortization | 4,214 | 4,436 | 12,753 | 13,260 | | **EBITDA** | **$ (21,991)** | **$ 30,698** | **$ 36,656** | **$ 79,985** | | Loss on asset impairment | 50,226 | — | 50,226 | — | | **EBITDAre** | **$ 28,235** | **$ 30,698** | **$ 86,882** | **$ 79,985** | | Adjustments to EBITDAre: | | | | | | Wind down costs | 1,246 | — | 1,246 | — | | Former chairman accelerated compensation expense | — | — | — | 5,957 | | **Adjusted EBITDAre** | **$ 29,481** | **$ 30,698** | **$ 88,128** | **$ 85,942** | [Calculation of Funds from Operations (FFO) and Normalized FFO](index=12&type=section&id=Calculation%20of%20Funds%20from%20Operations%20%28FFO%29%20and%20Normalized%20FFO) FFO attributable to EQC common shareholders and unitholders decreased to **$26.20 million** for Q3 2024, with FFO per share (basic and diluted) at **$0.24**, down from **$0.26** in Q3 2023 FFO and Normalized FFO (Amounts in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net (loss) income | $ (26,227) | $ 26,232 | $ 23,417 | $ 64,819 | | Real estate depreciation and amortization | 4,202 | 4,429 | 12,717 | 13,231 | | Loss on asset impairment | 50,226 | — | 50,226 | — | | FFO attributable to EQC common shareholders and unitholders | $ 26,204 | $ 28,664 | $ 80,369 | $ 72,059 | | Straight-line rent adjustments | (77) | (107) | (559) | 445 | | Wind down costs | 1,246 | — | 1,246 | — | | Former chairman accelerated compensation expense | — | — | — | 5,957 | | Normalized FFO attributable to EQC common shareholders and unitholders | $ 27,373 | $ 28,557 | $ 81,056 | $ 78,461 | | **FFO per share and unit - basic** | **$ 0.24** | **$ 0.26** | **$ 0.75** | **$ 0.66** | | **FFO per share and unit - diluted** | **$ 0.24** | **$ 0.26** | **$ 0.74** | **$ 0.65** | | **Normalized FFO per share and unit - basic** | **$ 0.25** | **$ 0.26** | **$ 0.75** | **$ 0.71** | | **Normalized FFO per share and unit - diluted** | **$ 0.25** | **$ 0.26** | **$ 0.75** | **$ 0.71** | [Portfolio Information](index=13&type=section&id=Portfolio%20Information) This section details Equity Commonwealth's property portfolio, leasing activities, capital expenditures, and lease expiration schedules [Property Detail](index=13&type=section&id=Property%20Detail) As of September 30, 2024, Equity Commonwealth's portfolio consists of 4 office properties totaling **1.52 million** square feet, **69.7%** leased, with an annualized rental revenue of **$51.99 million** Same Property Portfolio Detail (As of September 30, 2024, dollars in thousands) | Property Name | City, State | Type | No. of Buildings | Square Feet | % Leased | % Commenced | Annualized Rental Revenue | Undepreciated Book Value | Net Book Value | Year Acquired | | :------------------------- | :------------ | :----- | :--------------- | :---------- | :------- | :---------- | :------------------------ | :----------------------- | :------------- | :------------ | | 1225 Seventeenth Street | Denver, CO | Office | 1 | 709,402 | 83.4 % | 82.8 % | $ 27,968 | $ 180,552 | $ 111,298 | 2009 | | Bridgepoint Square | Austin, TX | Office | 5 | 440,007 | 52.5 % | 52.5 % | 9,592 | 88,600 | 29,507 | 1997 | | 206 East 9th Street | Austin, TX | Office | 1 | 175,510 | 69.4 % | 69.4 % | 7,415 | 47,166 | 31,653 | 2012 | | 1250 H Street, NW | Washington, D.C. | Office | 1 | 196,490 | 59.1 % | 59.1 % | 7,019 | 69,195 | 25,547 | 1998 | | **Total Same Properties** | | | **8** | **1,521,409** | **69.7 %** | **69.4 %** | **$ 51,994** | **$ 385,513** | **$ 198,005** | | - Undepreciated book value and net book value for 206 East 9th Street (Capitol Tower) and 1250 H Street, NW are included in assets held for sale on the condensed consolidated balance sheet as of September 30, 2024[29](index=29&type=chunk) [Leasing Summary](index=14&type=section&id=Leasing%20Summary) The company's percentage leased decreased from **80.8%** in Q3 2023 to **69.7%** in Q3 2024, with no new or renewal leases executed in Q3 2024 Leasing Activity Summary (Square feet in thousands) | Metric | 9/30/2024 | 6/30/2024 | 3/31/2024 | 12/31/2023 | 9/30/2023 | | :------------------------- | :-------- | :-------- | :-------- | :--------- | :-------- | | Properties | 4 | 4 | 4 | 4 | 4 | | Total square feet | 1,521 | 1,521 | 1,521 | 1,521 | 1,521 | | Percentage leased | 69.7 % | 71.4 % | 75.4 % | 81.2 % | 80.8 % | | Percentage commenced | 69.4 % | 70.7 % | 74.6 % | 80.0 % | 79.9 % | | **Total Leases** | | | | | | | Square feet | — | 24 | 18 | 32 | 54 | | Lease term (years) | — | 4.2 | 4.1 | 3.0 | 6.4 | | Starting cash rent | — | $ 48.11 | $ 49.71 | $ 50.88 | $ 48.17 | | Percent change in cash rent | — | 0.7 % | (2.8)% | 7.9 % | (1.8)% | | **Renewal Leases** | | | | | | | Square feet | — | 20 | 15 | 27 | 39 | | Percent change in cash rent | — | 1.2 % | 0.6 % | 7.9 % | (1.7)% | | **New Leases** | | | | | | | Square feet | — | 4 | 3 | 5 | 15 | | Percent change in cash rent | — | (1.4)% | (17.6)% | — | (2.2)% | [Capital Summary - Expenditures & Same Property Leasing Commitments](index=15&type=section&id=Capital%20Summary%20-%20Expenditures%20%26%20Same%20Property%20Leasing%20Commitments) Total capital expenditures for Q3 2024 were **$1.30 million**, a decrease from **$2.31 million** in the prior year, primarily due to lower tenant improvements and leasing costs Capital Expenditures (Amounts in thousands) | Metric | 9/30/2024 | 6/30/2024 | 3/31/2024 | 12/31/2023 | 9/30/2023 | | :----------------------------------------- | :-------- | :-------- | :-------- | :--------- | :-------- | | Tenant improvements | $ 758 | $ 1,815 | $ 5,752 | $ 645 | $ 224 | | Leasing costs | 8 | 151 | 174 | 150 | 646 | | Building improvements | 536 | 730 | 1,855 | 1,495 | 1,438 | | **Total capital expenditures** | **$ 1,302** | **$ 2,696** | **$ 7,781** | **$ 2,290** | **$ 2,308** | | Average square feet during period | 1,521 | 1,521 | 1,521 | 1,521 | 1,521 | | Building improvements per average total sq. ft. during period | $ 0.35 | $ 0.48 | $ 1.22 | $ 0.98 | $ 0.95 | [Tenants Representing 2.5% or More of Annualized Rental Revenue](index=16&type=section&id=Tenants%20Representing%202.5%25%20or%20More%20of%20Annualized%20Rental%20Revenue) As of September 30, 2024, the top 13 tenants account for **46.3%** of total square footage and **48.4%** of annualized rental revenue, with a weighted average remaining lease term of **3.7 years** Top Tenants by Annualized Rental Revenue (As of September 30, 2024, square feet in thousands) | Tenant | Square Feet | % of Total Sq. Ft. | % of Annualized Rental Revenue | Weighted Average Remaining Lease Term | | :-------------------------------- | :---------- | :----------------- | :----------------------------- | :------------------------------------ | | Salesforce.com, Inc. | 66 | 6.2 % | 6.1 % | 1.2 | | KPMG, LLP | 66 | 6.2 % | 5.5 % | 4.7 | | Crowdstrike, Inc. | 48 | 4.5 % | 5.5 % | 5.4 | | CBRE, Inc. | 41 | 3.9 % | 4.2 % | 3.5 | | RSM US LLP | 32 | 3.0 % | 3.8 % | 7.7 | | Jones Lang LaSalle Americas, Inc. | 42 | 4.0 % | 3.8 % | 5.8 | | SonarSource US, Inc. | 28 | 2.6 % | 3.2 % | 2.9 | | Alden Torch Financial, LLC | 35 | 3.3 % | 3.1 % | 2.4 | | Ballard Spahr LLP | 30 | 2.8 % | 2.7 % | 0.9 | | Simply Good Foods USA, Inc | 29 | 2.7 % | 2.7 % | 3.2 | | Wunderman Thompson, LLC | 24 | 2.3 % | 2.7 % | 2.8 | | Shiseido Americas Corporation | 21 | 2.0 % | 2.6 % | 5.1 | | Comcast Cable Communications | 30 | 2.8 % | 2.5 % | 2.3 | | **Total** | **492** | **46.3 %** | **48.4 %** | **3.7** | [Same Property Lease Expiration Schedule](index=17&type=section&id=Same%20Property%20Lease%20Expiration%20Schedule) Significant lease expirations are projected for 2025 (**13.2%** of leased square footage) and 2027 (**20.8%**), with **42.6%** of leased square footage and **41.9%** of annualized rental revenue expiring by the end of 2027 Same Property Lease Expiration Schedule (As of September 30, 2024, dollars and sq. ft. in thousands) | Year | Number of Expiring Tenants | Leased Sq. Ft. Expiring | % of Leased Sq. Ft. Expiring | Cumulative % of Leased Sq. Ft. Expiring | Annualized Rental Revenue Expiring | % of Annualized Rental Revenue Expiring | Cumulative % of Annualized Rental Revenue Expiring | | :--------- | :------------------------- | :---------------------- | :--------------------------- | :-------------------------------------- | :--------------------------------- | :-------------------------------------- | :------------------------------------------------- | | 2024 | 3 | 22 | 2.1 % | 2.1 % | $ 1,105 | 2.1 % | 2.1 % | | 2025 | 9 | 140 | 13.2 % | 15.3 % | 6,839 | 13.2 % | 15.3 % | | 2026 | 11 | 69 | 6.5 % | 21.8 % | 3,271 | 6.3 % | 21.6 % | | 2027 | 17 | 220 | 20.8 % | 42.6 % | 10,616 | 20.3 % | 41.9 % | | 2028 | 11 | 123 | 11.6 % | 54.2 % | 5,860 | 11.3 % | 53.2 % | | 2029 | 10 | 149 | 14.1 % | 68.3 % | 7,016 | 13.5 % | 66.7 % | | 2030 | 12 | 170 | 15.9 % | 84.2 % | 8,259 | 15.9 % | 82.6 % | | 2031 | 4 | 58 | 5.5 % | 89.7 % | 2,698 | 5.2 % | 87.8 % | | 2032 | 1 | 32 | 3.0 % | 92.7 % | 1,989 | 3.8 % | 91.6 % | | 2033 | 3 | 23 | 2.2 % | 94.9 % | 1,174 | 2.3 % | 93.9 % | | Thereafter | 4 | 54 | 5.1 % | 100.0 % | 3,167 | 6.1 % | 100.0 % | | **Total** | **85** | **1,060** | **100.0 %** | | **$ 51,994** | **100.0 %** | | [Additional Support](index=18&type=section&id=Additional%20Support) This section provides details on common and potential common shares, along with comprehensive definitions of key financial and operational terms [Common & Potential Common Shares](index=18&type=section&id=Common%20%26%20Potential%20Common%20Shares) As of September 30, 2024, basic weighted average common shares for GAAP EPS were **107.46 million**, while for FFO/Normalized FFO, basic shares and units totaled **107.61 million** Weighted Average Share Calculation - GAAP EPS (Amounts in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Weighted average common shares outstanding - basic | 107,456 | 108,931 | 107,363 | 109,494 | | Weighted average dilutive RSUs and market-based LTIP Units | — | 1,286 | 1,028 | 1,422 | | Weighted average common shares outstanding - diluted | 107,456 | 110,217 | 108,391 | 110,916 | Weighted Average Share and Unit Calculation - FFO and Normalized FFO (Amounts in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :----------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Weighted average EQC common shares outstanding | 107,456 | 108,931 | 107,363 | 109,494 | | Weighted average Operating Partnership Units outstanding | 44 | 256 | 73 | 240 | | Weighted average time-based LTIP Units | 110 | 105 | 107 | 108 | | Weighted average common shares and units outstanding - basic | 107,610 | 109,292 | 107,543 | 109,842 | | Weighted average dilutive RSUs and market-based LTIP Units | 741 | 1,286 | 1,028 | 1,422 | | Weighted average common shares and units outstanding - diluted | 108,351 | 110,578 | 108,571 | 111,264 | Rollforward of Share Count to September 30, 2024 (Amounts in thousands) | Metric | Series D Preferred Shares | EQC Common Shares | | :----------------------------------------- | :------------------------ | :---------------- | | Outstanding on December 31, 2023 | 4,915 | 106,847 | | Operating Partnership Unit redemption | — | 78 | | Share-based compensation grants and vesting, net | — | 403 | | **Outstanding on September 30, 2024** | **4,915** | **107,328** | | Common shares issuable from RSUs, Operating Partnership Units, and LTIP Units as measured on September 30, 2024 | | 1,023 | | Potential common shares as measured on September 30, 2024 | | 108,351 | [Definitions](index=19&type=section&id=Definitions) This section defines key financial and operational terms, including non-GAAP measures like EBITDA, FFO, and NOI, clarifying their calculation and purpose as supplemental performance indicators - Key terms defined include Annualized Rental Revenue, Building Improvements, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDAre, Adjusted EBITDAre, Funds from Operations (FFO), Normalized FFO, Leasing Costs, LTIP Units, Net Operating Income (NOI), Same Property NOI, Cash Basis NOI, Same Property Cash Basis NOI, Net Book Value, NOI Margin, Operating Partnership Units, Other Revenue, Percentage Commenced, Percentage Leased, Rental Revenue, Same Properties, Tenant Improvements, Total Market Capitalization, and Undepreciated Book Value[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - Non-GAAP financial measures like EBITDA, EBITDAre, Adjusted EBITDAre, FFO, and Normalized FFO are considered appropriate supplemental measures of operating performance for a REIT, providing useful information by excluding certain historical or nonrecurring amounts to facilitate comparison, but are not alternatives to GAAP net income or cash flow[45](index=45&type=chunk)[46](index=46&type=chunk)[48](index=48&type=chunk)