UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2025
OR
Commission File Number 1-9317
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (Registrant’s telephone number, including area code) | ||||||||
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title Of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Number of registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of May 2, 2025: 107,751,132 .
EQUITY COMMONWEALTH
FORM 10-Q
March 31, 2025
INDEX
| Page | ||||||||
Condensed Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the Three Months Ended March 31, 2025 | ||||||||
Condensed Consolidated Statement of Operations (Going Concern Basis) for the Three Months Ended March 31, 2024 | ||||||||
Condensed Consolidated Statement of Equity (Going Concern Basis) for the Three Months Ended March 31, 2024 | ||||||||
Condensed Consolidated Statement of Cash Flows (Going Concern Basis) for the Three Months Ended March 31, 2024 | ||||||||
EXPLANATORY NOTE
References in this Quarterly Report on Form 10-Q to the “Company,” “EQC,” “we,” “us” or “our,” refer to Equity Commonwealth and its consolidated subsidiaries as of March 31, 2025, unless the context indicates otherwise.
i
PART I. Financial Information
Item 1. Financial Statements.
EQUITY COMMONWEALTH
CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS
(Liquidation Basis)
(Unaudited, amounts in thousands)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (audited) | |||||||||||
| ASSETS | |||||||||||
| Real estate | $ | $ | |||||||||
| Cash and cash equivalents | |||||||||||
| Rents receivable and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Liabilities for estimated costs in excess of estimated receipts during liquidation | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Distributions payable | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies | |||||||||||
| Net assets in liquidation attributable to Equity Commonwealth common shareholders | |||||||||||
| Net assets in liquidation attributable to noncontrolling interest | |||||||||||
| Net assets in liquidation | $ | $ | |||||||||
See accompanying notes.
1
EQUITY COMMONWEALTH
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(Liquidation Basis)
(Unaudited, amounts in thousands)
| Three Months Ended March 31, 2025 | |||||
| Net assets in liquidation, beginning of period | $ | ||||
| Changes in net assets in liquidation: | |||||
| Remeasurement of liabilities | ( | ||||
| Net decrease in liquidation value | ( | ||||
| Changes in net assets in liquidation | ( | ||||
| Net assets in liquidation, end of period | $ | ||||
See accompanying notes.
2
EQUITY COMMONWEALTH
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Going Concern Basis)
(Unaudited, amounts in thousands, except per share data)
| Three Months Ended March 31, | |||||
| 2024 | |||||
| Revenues: | |||||
| Rental revenue | $ | ||||
| Other revenue | |||||
| Total revenues | |||||
| Expenses: | |||||
| Operating expenses | |||||
| Depreciation and amortization | |||||
| General and administrative | |||||
| Total expenses | |||||
| Interest and other income, net | |||||
Income before income taxes | |||||
| Income tax expense | ( | ||||
| Net income | |||||
| Net income attributable to noncontrolling interest | ( | ||||
| Net income attributable to Equity Commonwealth | |||||
| Preferred distributions | ( | ||||
Net income attributable to Equity Commonwealth common shareholders | $ | ||||
| Weighted average common shares outstanding — basic | |||||
| Weighted average common shares outstanding — diluted | |||||
Earnings per common share attributable to Equity Commonwealth common shareholders: | |||||
| Basic | $ | ||||
Diluted | $ | ||||
See accompanying notes.
3
EQUITY COMMONWEALTH
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Going Concern Basis)
(Unaudited, amounts in thousands, except share data)
| Equity Commonwealth Shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Series D Preferred Shares | Series D Preferred Shares | Number of Common Shares | Common Shares | Additional Paid in Capital | Cumulative Net Income | Cumulative Common Distributions | Cumulative Preferred Distributions | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares for tax withholding | — | — | ( | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| OP Unit redemption | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interest | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
4
EQUITY COMMONWEALTH
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
(unaudited)
| Three Months Ended March 31, | |||||
| 2024 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
| Net income | $ | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Depreciation | |||||
| Straight-line rental income | ( | ||||
| Other amortization | |||||
| Share-based compensation | |||||
| Change in assets and liabilities: | |||||
| Rents receivable and other assets | ( | ||||
| Accounts payable, accrued expenses and other | ( | ||||
| Rent collected in advance | |||||
| Net cash provided by operating activities | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
| Real estate improvements | ( | ||||
| Cash used in investing activities | ( | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
| Repurchase and retirement of common shares | ( | ||||
| Distributions to common shareholders | ( | ||||
| Distributions to preferred shareholders | ( | ||||
| Net cash used in financing activities | ( | ||||
| Increase in cash and cash equivalents | |||||
| Cash and cash equivalents at beginning of period | |||||
| Cash and cash equivalents at end of period | $ | ||||
See accompanying notes.
5
EQUITY COMMONWEALTH
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(amounts in thousands)
(unaudited)
| Three Months Ended March 31, | |||||
| 2024 | |||||
| NON-CASH INVESTING ACTIVITIES: | |||||
| Accrued capital expenditures | $ | ||||
| NON-CASH FINANCING ACTIVITIES: | |||||
| Distributions payable | $ | ||||
| OP Unit redemption | |||||
See accompanying notes.
6
Note 1. Business
Equity Commonwealth, or the Company, is a real estate investment trust, or REIT, formed in 1986 under the laws of the State of Maryland. Our business was primarily the ownership and operation of office properties in the United States.
The Company operates in an umbrella partnership real estate investment trust, or UPREIT, and conducts substantially all of its activities through EQC Operating Trust, a Maryland real estate investment trust, or the Operating Trust. The Company beneficially owned 99.86 % of the outstanding shares of beneficial interest, designated as units, in the Operating Trust, or OP Units, as of March 31, 2025, and the Company is the sole trustee of the Operating Trust. As the sole trustee, the Company generally has the power under the declaration of trust of the Operating Trust to manage and conduct the business of the Operating Trust, subject to certain limited approval and voting rights of other holders of OP Units.
As of March 31, 2025, we did not own any properties, and we had $227.3 million of cash and cash equivalents with no debt outstanding.
On April 1, 2025, the Company announced that, in connection with its Plan of Sale and Dissolution, or the Plan of Sale, approved by its shareholders on November 12, 2024, the Board authorized the Company’s final cash liquidating distribution of $1.60 per common share to be paid on April 22, 2025 to shareholders of record as of April 11, 2025. On April 22, 2025, we paid this distribution to such shareholders in the aggregate amount of $172.4 million. This brings the aggregate cash liquidating distributions to $20.60 per common share, inclusive of $19.00 per share paid in December 2024.
On April 11, 2025, in connection with the Plan of Sale and the Company’s final cash liquidating distribution, the Company filed a Form 25 (Notification of Removal from Listing) with the SEC and the NYSE relating to the delisting of the common shares. The Company’s last day of trading on NYSE was April 21, 2025.
Note 2. Plan of Sale
On October 2, 2024, the Company filed a definitive proxy statement, or the Definitive Proxy, with the U.S. Securities and Exchange Commission, or SEC, related to a Special Meeting of Shareholders, or the Special Shareholder Meeting, for the following purposes: (i) to consider and vote upon the Plan of Sale, including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity (as defined in the Definitive Proxy), and (ii) on an advisory, non-binding basis, to consider and vote upon compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale, or the Executive Compensation Proposal. The Plan of Sale, which the Company’s Board of Trustees, the Board, determined was in the best interests of the Company and its shareholders, authorized the Company to sell all of its remaining properties, wind-down the Company’s affairs and distribute the net proceeds to shareholders. At the special shareholder meeting held on November 12, 2024, the Company’s shareholders approved both proposals with: (i) 85.5 % of outstanding shares, and 99 % of votes cast, in favor of the Plan of Sale proposal (two-thirds of outstanding shares required for approval), and (ii) 86.7 % of votes cast in favor of the Executive Compensation Proposal (majority of votes cast required for approval).
The Plan of Sale authorized the Company to sell its remaining properties without further shareholder approval, pay or establish a reserve fund for all actual and contingent liabilities, distribute net proceeds to shareholders, and wind-down the Company’s affairs, including the complete liquidation and dissolution of the Company. The Plan of Sale also authorized the Board to establish or convert into a Liquidating Entity.
While the Company can provide no assurances as to the ultimate timing of the complete liquidation and dissolution of the Company, the Company paid its final cash liquidating distribution on April 22, 2025 (See Notes 7 and 15) and is likely to dissolve and transfer its remaining assets and liabilities into a Liquidating Entity before the end of the second quarter of 2025.
Upon establishing or converting to the Liquidating Entity, the Company’s common shares will then be converted into beneficial interest units in the Liquidating Entity, on a one for one basis. The purpose of the Liquidating Entity will be to pay any remaining liabilities and distribute any remaining proceeds to the holders of the interests in the Liquidating Entity. We expect that the distributions from the Liquidating Entity, if any, would be nominal.
7
EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company expects to comply with the requirements necessary to continue to qualify as a REIT through its liquidation and dissolution, until such time as any remaining assets are transferred to a Liquidating Entity; provided, however, that the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the shareholders.
Note 3. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The accompanying condensed consolidated financial statements of EQC have been prepared without audit. Certain information and footnote disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are appropriate. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K, or our Annual Report, for the year ended December 31, 2024. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.
In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our subsidiaries have been eliminated. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
The accompanying condensed consolidated financial statements and notes thereto have been prepared in accordance with GAAP, as contained within the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, including Subtopic 205-30, “Liquidation Basis of Accounting,” as indicated, and the rules and regulations of the SEC.
Pursuant to the Company’s shareholders’ approval of the Plan of Sale on November 12, 2024, the Company adopted the liquidation basis of accounting as of and for the periods subsequent to November 1, 2024 (as the approval of the Plan of Sale by the Company’s shareholders became imminent in early November 2024 based on the results of the Company’s solicitation of proxies from its shareholders for their approval of the Plan of Sale). Accordingly, on November 1, 2024, assets were adjusted to their estimated net realizable value, or liquidation value, which represents the estimated amount of cash or other consideration that the Company expected to realize through the disposal of assets. The liquidation values of the Company’s real estate properties are presented on a net realizable value basis. Liabilities are carried at their contractual amounts due or estimated settlement amounts.
The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses and corporate overhead, costs to dispose of its real estate property, costs associated with satisfying known and contingent liabilities and other costs associated with the winding down and dissolution of the Company. Revenues are based on the in place leases at properties prior to their sale. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the consolidated statement of net assets. Actual costs and income may differ from amounts reflected in the financial statements because of the inherent uncertainty in estimating future events. These differences may be material. See Note 2, “Plan of Sale” and Note 4, “Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation” for further discussion.
Actual costs incurred but unpaid prior to the Company’s adoption of the liquidation basis of accounting on November 1, 2024, are included in accounts payable and accrued expenses and distributions payable on the consolidated statement of net assets. All our liabilities under either the going concern basis of accounting or the liquidation basis of accounting are derecognized when we pay the obligation or when we are legally released from being the primary obligor under the liability.
Net assets in liquidation represents the remaining estimated liquidation value available to shareholders upon liquidation. Due to the uncertainty in the estimated cash flows from operations and the time required to complete the Plan of Sale, actual liquidation costs and sale proceeds may differ materially from the amounts estimated.
As a result of the change to the liquidation basis of accounting, the Company no longer presents a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of equity or a consolidated statement of cash flows subsequent to October 31, 2024. These statements are only presented for prior year periods.
Dollar amounts presented may be approximate. Share amounts are presented in whole numbers, except where noted.
8
EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Use of Estimates
Preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that may affect the amounts reported in these financial statements and related notes. The Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation. All of the estimates and evaluations are susceptible to change and actual results could differ from these estimates.
New Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. This update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.
Note 4. Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation
The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the Plan of Sale. As of March 31, 2025, the Company estimated that it will have costs in excess of estimated receipts during the liquidation process. These amounts can vary significantly due to, among other things, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding down of operations. These costs are estimated and are anticipated to be paid out over the liquidation period which is estimated to be complete by September 30, 2025, however, no assurances can be provided that this date will be met.
The change in the liabilities for estimated costs in excess of estimated receipts during liquidation for the three months ended March 31, 2025 is as follows (in thousands):
| December 31, 2024 | Cash Payments (Receipts) | Remeasurement of Assets and Liabilities | March 31, 2025 | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Estimated net inflows from real estate | $ | $ | ( | $ | $ | ||||||||||||||||||
| Estimated inflows from interest income | ( | ||||||||||||||||||||||
| ( | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Liquidation transaction costs(1) | ( | ( | ( | ||||||||||||||||||||
| General and administrative expenses | ( | ( | |||||||||||||||||||||
| Liquidating catch-up distributions on unearned equity awards | ( | ( | |||||||||||||||||||||
| Capital expenditures and tenant lease obligations | ( | ( | |||||||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||
| Total liabilities for estimated costs in excess of estimated receipts during liquidation | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
9
EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 5. Net Assets in Liquidation
Note 6. Real Estate Properties
During the three months ended March 31, 2025 and 2024, we made improvements, excluding tenant-funded improvements, to our properties totaling $0.1 million and $7.6 million, respectively.
Property Dispositions:
We did no t sell any properties during the three months ended March 31, 2024. On February 25, 2025, we sold 1225 Seventeenth Street, a 709,402 square foot office property, located in Denver, Colorado, for a gross sale price of $132.5 million.
Lease Payments
Rental revenue consists of the following (in thousands):
| Three Months Ended March 31, | |||||
| 2024 | |||||
| Lease payments | $ | ||||
| Variable lease payments | |||||
| $ | |||||
Note 7. Shareholders’ Equity
Common Share Issuances
See Note 10 for information regarding equity issuances related to share-based compensation.
Common Share Repurchases
We did not repurchase any common shares under our share repurchase program during the three months ended March 31, 2025. As of March 31, 2025, we had $150.0 million of remaining availability under our share repurchase program, which expires on June 30, 2025.
During the three months ended March 31, 2025 and 2024, certain of our employees and former employees surrendered 510,000 and 161,837 common shares owned by them, respectively, to satisfy their statutory tax withholding obligations in connection with the vesting of such common shares pursuant to our equity compensation plans.
Common Share Distributions
On November 15, 2024, the Company announced that its Board authorized an initial cash liquidating distribution of $19.00 per common share to be paid on December 6, 2024 to shareholders of record as of November 25, 2024. On December 6, 2024, we paid this distribution to such shareholders in the aggregate amount of $2.0 billion. On April 1, 2025, the Company announced that its Board authorized the Company’s final cash liquidating distribution of $1.60 per common share to be paid on April 22, 2025 to shareholders of record as of April 11, 2025. On April 22, 2025, we paid this distribution to such shareholders in the aggregate amount of $172.4 million. This brings the aggregate cash liquidating distributions to $20.60 per common share, inclusive of the $19.00 per share paid in December 2024.
In February 2025, the number of earned awards for recipients of the Company’s restricted stock units granted in January 2022 was determined. Pursuant to the terms of such awards, we paid one-time catch-up cash distributions to these recipients in the aggregate amount of $12.5 million, for distributions to common shareholders declared by our Board of Trustees during such awards’ performance measurement period.
10
EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Our Board determined that a change in control occurred on February 25, 2025 as a result of the sale of 1225 Seventeenth Street Plaza, which it determined constituted a sale of substantially all of our assets. Accordingly, all unvested equity awards outstanding on February 25, 2025 vested on an accelerated basis and in March 2025, the number of earned awards for recipients of the Company’s restricted stock units granted in January 2023 and 2024 was determined. Pursuant to the terms of such awards, we paid one-time catch-up cash distributions to these recipients in the aggregate amount of $17.5 million, for distributions to common shareholders declared by our Board of Trustees during such awards’ performance measurement period.
Note 8. Noncontrolling Interest
Noncontrolling interest represents the portion of the OP Units not beneficially owned by the Company. The ownership of an OP Unit and a common share of beneficial interest have essentially the same economic characteristics. Distributions with respect to OP Units will generally mirror distributions with respect to the Company’s common shares. Unitholders (other than the Company) generally have the right, commencing six months from the date of issuance of such OP Units, to cause the Operating Trust to redeem their OP Units in exchange for cash or, at the option of the Company, common shares of the Company on a one -for-one basis. As sole trustee, the Company has the sole discretion to elect whether the redemption right will be satisfied by the Company in cash or the Company’s common shares. As a result, the Noncontrolling interest is classified as permanent equity. As of March 31, 2025, the portion of the Operating Trust not beneficially owned by the Company is in the form of OP Units and LTIP Units (see Note 7 for a description of LTIP Units). LTIP Units may be subject to additional vesting requirements.
The following table presents the changes in Equity Commonwealth’s issued and outstanding common shares and units for the three months ended March 31, 2025:
| Common Shares | OP Units and LTIP Units(1) | Total | ||||||||||||||||||
Outstanding at January 1, 2025 | ||||||||||||||||||||
| Repurchase and surrender of shares | ( | ( | ||||||||||||||||||
| OP Unit redemption | ( | |||||||||||||||||||
Share-based compensation grants and vesting, net of forfeitures | ||||||||||||||||||||
Outstanding at March 31, 2025 | ||||||||||||||||||||
| Noncontrolling ownership interest in the Operating Trust | % | |||||||||||||||||||
(1) It is unlikely that 101,634 LTIP Units outstanding as of March 31, 2025, will participate in any Company liquidating distributions. The noncontrolling ownership interest in the Operating Trust that is likely to participate in liquidating distributions as of March 31, 2025 is 0.05 %
Note 9. Income Taxes
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and are generally not subject to federal and state income taxes provided we distribute a sufficient amount of our taxable income to our shareholders and meet other requirements for qualifying as a REIT. However, we are subject to certain state and local taxes without regard to our REIT status.
Our provision for income taxes consists of the following (in thousands):
| Three Months Ended March 31, | |||||
| 2024 | |||||
| Current: | |||||
State and local | $ | ( | |||
| Income tax expense | $ | ( | |||
11
EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 10. Share-Based Compensation
Recipients of the Company’s restricted shares have the same voting rights as any other common shareholder. During the period of restriction, holders of unvested restricted shares are eligible to receive dividend payments on their shares at the same rate and on the same date as any other common shareholder. The restricted shares are service based awards and vested over a service period determined by the Compensation Committee of our Board of Trustees, or the Compensation Committee.
Recipients of the Company’s restricted stock units, or RSUs, are entitled to receive dividends with respect to the common shares underlying the RSUs if and when the RSUs are earned, at which time the recipient will be entitled to receive an amount in cash equal to the aggregate amount of cash dividends that would have been paid in respect to the common shares underlying the recipient’s earned RSUs had such common shares been issued to the recipient on the first day of the performance period. To the extent that an award does not vest, the dividends related to unvested RSUs will be forfeited. The RSUs are market-based awards with a service condition and recipients may earn RSUs based on the Company’s total shareholder return, or TSR, relative to the TSRs of the companies that comprise the Nareit Office Index over a three-year performance period. Following the end of the three-year performance period, the number of earned awards will be determined. The earned awards vested in two tranches with 50 % of the earned award vesting following the end of the performance period on the date the Compensation Committee determines the level of achievement of the performance metric and the remaining 50 % of the earned award vesting approximately one year thereafter, subject to the grant recipient’s continued employment. Compensation expense for the RSUs was determined using a Monte Carlo simulation model and was recognized ratably from the grant date to the vesting date of each tranche.
LTIP Units are a class of beneficial interests in the Operating Trust that may be issued to employees, officers or trustees of the Operating Trust, the Company or their subsidiaries. Time-based LTIP Units have the same general characteristics as restricted shares and market-based LTIP Units have the same general characteristics as RSUs. Each LTIP Unit will convert automatically into an OP Unit on a one -for-one basis when the LTIP Unit becomes vested and its capital account is equalized with the per-unit capital account of the OP Units. Holders of LTIP Units generally will be entitled to receive the same per-unit distributions as the other outstanding OP Units in the Operating Trust, except that market-based LTIP Units will not participate in distributions until expiration of the applicable performance period, at which time any earned market-based LTIP Units generally will become entitled to receive a catch-up distribution for the periods prior to such time.
Our Board determined that a change in control occurred on February 25, 2025 as a result of the sale of 1225 Seventeenth Street Plaza, which it determined constituted a sale of substantially all of our assets. Accordingly, equity awards outstanding that remained unvested on February 25, 2025 vested on an accelerated basis.
2025 Equity Award Activity
During the three months ended March 31, 2025, 873,406 RSUs vested, and, as a result, we issued 873,406 common shares, prior to certain employees surrendering their common shares to satisfy tax withholding obligations (see Note 7).
In December 2024, as part of the Plan of Sale and to facilitate an efficient wind-down of the Company, the Company terminated its various Registration Statements on Form S-8, which were used to register the Company’s common shares reserved for issuance as equity awards pursuant to the 2015 Omnibus Plan. As a result, the Company was not able to issue additional shares under the 2015 Omnibus Plan with respect to the portion of any outstanding performance-based awards that was determined to be earned as a result of above-target performance. Consequently, on January 27, 2025, the Compensation Committee amended the 2022 Performance-Based Awards granted to our employees who received January 26, 2022 Performance-Based Awards, including our named executive officers, to provide that such awards would be settled in cash as to the portion of the 2022 Performance-Based Awards measured above target, with 50 % of such awards vesting on February 4, 2025, when the Compensation Committee approved the performance measurement, and 50 % of such awards vesting on the change in control date, subject to the terms and conditions of the applicable award agreements.
2024 Equity Award Activity
During the three months ended March 31, 2024, 391,061 RSUs vested, and, as a result, we issued 391,061 common shares, prior to certain employees surrendering their common shares to satisfy tax withholding obligations (see Note 7).
On January 29, 2024, the Compensation Committee approved grants in the aggregate amount of 142,146 restricted shares and 288,596 RSUs at target (719,326 RSUs at maximum) to the Company’s officers and certain employees, as part of their compensation for fiscal year 2023. The restricted shares were valued at $19.36 per share, the closing price of our common
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EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
shares on the New York Stock Exchange, or the NYSE, on the grant date. The RSUs were valued at $27.08 per share, their fair value on the grant date.
Outstanding Equity Awards
As of March 31, 2025, we did not have any unvested restricted shares, time-based LTIP Units, RSUs and market-based LTIP Units as a result of the change in control.
During the three months ended March 31, 2024, we recorded $2.6 million of compensation expense, net of forfeitures, in general and administrative expense for grants to our trustees, employees and an eligible consultant related to our equity compensation plans. We did not record any accelerated vesting during the three months ended March 31, 2024. Forfeitures were recognized as they occur.
Note 11. Fair Value of Assets and Liabilities
Financial Instruments
Our financial instruments include our cash and cash equivalents. At March 31, 2025 and December 31, 2024, the fair value of these financial instruments was not different from their carrying values.
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EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 12. Earnings Per Common Share
The following table sets forth the computation of basic and diluted earnings per share (amounts in thousands except per share amounts):
| Three Months Ended March 31, | |||||
| 2024 | |||||
| Numerator for earnings per common share - basic: | |||||
| Net income | $ | ||||
| Net income attributable to noncontrolling interest | ( | ||||
| Preferred distributions | ( | ||||
| Numerator for net income per share - basic | $ | ||||
| Numerator for earnings per common share - diluted: | |||||
Net income | $ | ||||
| Net income attributable to noncontrolling interest | ( | ||||
| Preferred distributions | ( | ||||
| Numerator for net income per share - diluted | $ | ||||
| Denominator for earnings per common share - basic and diluted: | |||||
Weighted average number of common shares outstanding - basic(1) | |||||
RSUs(2) | |||||
LTIP Units(3) | |||||
| Weighted average number of common shares outstanding - diluted | |||||
Net income per common share attributable to Equity Commonwealth common shareholders: | |||||
Basic | $ | ||||
Diluted | $ | ||||
Anti-dilutive securities(4): | |||||
Effect of Series D preferred shares; | |||||
Effect of OP Units and time-based LTIP Units(5) | |||||
(1) The three months ended March 31, 2024, include 129 weighted-average, unvested, earned RSUs.
(2) Represents the weighted-average number of common shares that would have been issued if the quarter-end was the measurement date for unvested, unearned RSUs.
(3) Represents the weighted-average dilutive shares issuable from market-based LTIP Units if the quarter-end was the measurement date for the period shown.
(4) These securities are excluded from the diluted earnings per share calculation for the period presented because including them results in anti-dilution.
(5) Beneficial interests in the Operating Trust.
Note 13. Segment Information
Our primary business was the ownership and operation of office properties, and we have one reportable segment.
We define our segments on the basis in which internally reported financial information is regularly reviewed by the chief operating decision maker, or CODM, to analyze financial performance, make decisions, and allocate resources. Our CODM is our Executive Vice President and Chief Operating Officer. Our CODM uses components of net income in the annual budget
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EQUITY COMMONWEALTH
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources. Our significant segment expenses include operating expenses and general administrative expenses which are presented on our condensed consolidated statement of operations.
Note 14. Related Person Transactions
The following discussion includes a description of our related person transactions for the three months ended March 31, 2025 and 2024.
We lease office space for our corporate headquarters from Two North Riverside Plaza Joint Venture Limited Partnership, an entity associated with Equity Group Investments (EGI), a private entrepreneurial investment firm founded by Sam Zell, our former Chairman who passed away on May 18, 2023. Messrs. Helfand and Weinberg continue to be advisors to EGI and certain other members of our team are expected to have involvement in its activities.
In August 2023, we entered into a fourth amendment to our July 20, 2015 lease with Two North Riverside Plaza Joint Venture Limited Partnership to occupy office space on the twentieth and twenty-first floors of Two North Riverside Plaza in Chicago, Illinois. The amendment extended the lease term for one year , through December 31, 2024, with no renewal options and contracting square feet to the existing space on the twentieth floor, for a lease payment of $0.4 million per year. In April 2024, we entered into a fifth amendment to the lease extending the lease term for additional years, through December 31, 2026, with no renewal options (as amended by the first through fifth lease amendments, the Two North Office Lease), for a lease payment of $0.4 million per year. The Two North Office Lease allows EQC to terminate the lease early for a termination fee equal to three-months’ base rent.
Note 15. Subsequent Events
On April 11, 2025, the Company filed a Form 25 (Notification of Removal from Listing) with the SEC and the NYSE relating to the delisting of the common shares. The Company’s last day of trading on NYSE was April 21, 2025.
On April 22, 2025, the Company paid its final cash liquidating distribution of $1.60 per common share (See Note 7). Following payment of its final cash liquidating distribution and delisting from NYSE, the Company is continuing the process of winding down, and intends to transfer any remaining assets and liabilities to a Liquidating Entity and deregister with the SEC, which is likely to occur before the end of the second quarter of 2025. The Company’s common shares will then be converted into beneficial interest units in the Liquidating Entity, on a one for one basis. Distributions from the Liquidating Entity, if any, would be nominal.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q, and in our Annual Report.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the federal securities laws including, but not limited to, statements pertaining to our anticipated business strategies, goals, policies and objectives, capital resources and financing, portfolio performance, lease expiration schedules, results of operations or anticipated market conditions, including our statements regarding remote working trends, and changing laws, statutes, regulations, and the interpretations thereof, on the foregoing. Any forward-looking statements contained in this Quarterly Report on Form 10-Q are intended to be made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. You can identify forward-looking statements by the use of forward-looking terminology, including but not limited to, “may,” “will,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Any forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in our most recent Annual Report and in Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.
OVERVIEW
We are an internally managed and self-advised REIT. We were formed in 1986 under Maryland law. The Company operates as an UPREIT, conducting substantially all of its activities through the Operating Trust. As of March 31, 2025, the Company beneficially owned 99.86% of the outstanding OP Units.
In 2014, we took over responsibility for the Company when EQC’s shareholders voted to replace EQC’s then-existing board of trustees. EQC’s new Board of Trustees (the “Board”) appointed a new team of executive officers and internalized management. The Board and management team then undertook a comprehensive review of the Company, its legal and capital structures and its portfolio of properties. We executed a strategy that focused on disposing of a significant portion of the Company’s assets to reshape the portfolio and generate liquidity to fund future investments in high-quality assets or businesses to create a foundation for long-term growth to maximize shareholder value.
From 2014 to the onset of the COVID-19 pandemic in early 2020, the Company completed over $7.6 billion of dispositions. At the same time, and through the middle of 2024, we evaluated over 100 potential investment opportunities to create long-term value for shareholders. These investment opportunities spanned a wide range of property sectors, including office, retail, single-family rental, lodging, life sciences, industrial, manufactured housing, multi-family rentals and self-storage and to a lesser extent healthcare, data centers, cell towers and infrastructure. Despite our efforts, we were unable to consummate a transaction in line with our strategy.
While evaluating potential investment opportunities in an effort to create long-term value for our shareholders, we concurrently took steps to facilitate the potential wind-down of our business. On July 30, 2024, our Board: (i) determined that it was advisable and in the best interests of our shareholders to proceed with the wind-down of our operations and the liquidation of our assets in order to maximize shareholder value, and (ii) directed the Company’s management team to prepare proxy materials seeking shareholder approval of a plan of sale and dissolution.
On October 2, 2024, the Company filed a definitive proxy statement (the “Definitive Proxy”) with the U.S. Securities and Exchange Commission (the “SEC”) related to a special meeting of shareholders for the following purposes: (i) to consider and vote upon the Plan of Sale and Dissolution of the Company (the “Plan of Sale”), including the wind-down and complete liquidation of the Company, and the dissolution and termination of the Company, including the establishment of a Liquidating Entity (as defined in the Definitive Proxy), and (ii) on an advisory, non-binding basis, to consider and vote upon the compensation that may become payable by the Company to its named executive officers in connection with the Plan of Sale
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(the “Executive Compensation Proposal”). The Plan of Sale, which the Board determined was in the best interests of the Company and its shareholders, authorized the Company to sell its remaining properties, wind-down the Company’s affairs and distribute the net proceeds to shareholders. At the special shareholder meeting held on November 12, 2024, the Company’s shareholders approved both proposals with: (i) 85.5% of outstanding shares, and 99% of votes cast, in favor of the Plan of Sale proposal (two-thirds of outstanding shares required for approval), and (ii) 86.7% of votes cast in favor of the Executive Compensation Proposal (majority of votes cast required for approval). Following the shareholders’ approval of the Plan of Sale, our efforts have been focused on winding-down and liquidating the Company.
In February 2025, we sold our last remaining property. As of March 31, 2025, we did not own any properties, and we had $227.3 million of cash and cash equivalents with no debt outstanding.
On April 22, 2025, the Company paid its final cash liquidating distribution of $1.60 per common share, or $172.4 million in total, to its shareholders. This brings the aggregate shareholder liquidating distributions to $20.60 per common share, inclusive of the $19.00 per share paid in December 2024.
On April 11, 2025, we filed a Form 25 (Notification of Removal from Listing) with the SEC and the New York Stock Exchange (“NYSE”) relating to the delisting of the common shares. The Company’s last day of trading on NYSE was April 21, 2025. Following payment of its final cash liquidating distribution and delisting from NYSE, the Company is continuing the process of winding down, and intends to transfer any remaining assets and liabilities to a Liquidating Entity and deregister with the SEC, which is likely to occur before the end of the second quarter of 2025. The Company’s common shares will then be converted into beneficial interest units in the Liquidating Entity, on a one for one basis. Distributions from the Liquidating Entity, if any, would be nominal.
Since 2014, we have accomplished the following: (i) disposed of 168 properties and three land parcels totaling 45.8 million square feet for an aggregate gross sales price of $7.2 billion, as well as $704.8 million of common shares of Select Income REIT, (ii) retired $3.4 billion of debt and preferred shares, (iii) repurchased $652.1 million of our common shares, and (iv) paid $4.0 billion in distributions to our common shareholders.
Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the Company to monitor these distribution channels for material disclosures. Our website address is included in this Quarterly Report as a textual reference only and the information on the website is not incorporated by reference into this Quarterly Report.
RESULTS OF OPERATIONS
In light of the adoption of liquidation basis accounting as of November 1, 2024, the results of operations for the current year are not comparable to the prior year. As of March 31, 2025, we had no remaining properties. During the year ended December 31, 2024, we sold 1250 H Street, NW in Washington, D.C., and 206 East 9th Street and Bridgepoint Square in Austin, Texas. On February 25, 2025, we sold 1225 Seventeenth Street in Denver, Colorado.
LIQUIDITY AND CAPITAL RESOURCES
Our Operating Liquidity and Resources
On November 12, 2024, the Company held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company's shareholders approved the Plan of Sale authorizing the Company to sell its remaining properties, wind-down the Company’s affairs and distribute the net proceeds to shareholders. As of March 31, 2025, following our payout of the liquidation preference to the holders of the Series D Preferred Shares and the payout of our initial cash liquidating distribution of $19.00 per common share, we have $227.3 million of cash and cash equivalents and no debt outstanding. We expect to use our cash balances to satisfy remaining obligations and pay cash liquidating distributions. We believe our cash balances will be sufficient to fund these obligations. The interest earned on our cash balance depends on the interest rates received from our banks.
Our Investment and Financing Liquidity and Resources
On November 15, 2024, the Company announced that its Board authorized an initial cash liquidating distribution of $19.00 per common share to be paid on December 6, 2024 to shareholders of record as of November 25, 2024. On December 6, 2024, we paid this distribution to such shareholders in the aggregate amount of $2.0 billion. On April 1, 2025, the Company announced that its Board authorized the Company’s final cash liquidating distribution of $1.60 per common share to be paid on
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April 22, 2025 to shareholders of record as of April 11, 2025. On April 22, 2025, we paid this distribution to such shareholders in the aggregate amount of $172.4 million.
We did not repurchase any common shares under our share repurchase program during the three months ended March 31, 2025. As of March 31, 2025, we had $150.0 million of remaining availability under our share repurchase program, which expires on June 30, 2025.
On February 25, 2025, we sold 1225 Seventeenth Street in Denver, Colorado and have no remaining properties.
NON-GAAP MEASURES
Due to the adoption of the Plan of Sale, we are no longer reporting funds from operations, normalized funds from operations and net operating income, as we no longer consider these to be key performance measures.
RELATED PERSON TRANSACTIONS
For information about our related person transactions, see Note 14 to the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company’s market risk has not changed materially from the amounts and information reported in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report.
Item 4. Controls and Procedures.
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chair of the Board, President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15 and Rule 15d-15. Based upon that evaluation, our Chair of the Board, President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. Other Information
Item 1. Legal Proceedings.
We are or may become a party to various legal proceedings. We are not currently involved in any litigation nor, to our knowledge, is any litigation threatened against us where the outcome would, in our judgment based on information currently available to us, have a material adverse effect on the Company.
Item 1A. Risk Factors.
There have been no material changes to the risk factors previously disclosed in our Annual Report.
Item 1B. Unresolved Staff Comments.
There are no unresolved staff comments.
Item 1C. Cybersecurity.
There have been no material changes for cybersecurity previously disclosed in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Surrender of Common Shares for Tax Withholding
During the three months ended March 31, 2025, certain of our employees surrendered common shares to satisfy their statutory tax withholding obligations in connection with the vesting of restricted common shares and restricted stock units.
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number or Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 2025 | 10,273 | $ | 1.77 | N/A | N/A | |||||||||||||||||||||
| February 2025 | 133,245 | $ | 1.68 | N/A | N/A | |||||||||||||||||||||
| March 2025 | 366,482 | $ | 1.60 | N/A | N/A | |||||||||||||||||||||
| Total | 510,000 | $ | 1.62 | |||||||||||||||||||||||
(1) The number of shares repurchased represents common shares surrendered by certain of our employees to satisfy their statutory federal and state tax obligations associated with the vesting of restricted common shares and restricted stock units of beneficial interest. With respect to these shares, the price paid per share is based on the closing price of our common shares as of the date of the determination of the statutory minimum federal and state tax obligations.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None of our officers or directors adopted terminated
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Item 6. Exhibits.
| Exhibit Number | Description | ||||
| 2.1 | Plan of Sale and Dissolution. (Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Form 14A filed October 2, 2024.) | ||||
| 3.1 | Articles of Amendment and Restatement of Declaration of Trust of the Company, dated July 1, 1994, as amended to date. (Incorporated by reference to the Company’s Current Report on Form 8-K filed August 1, 2014.) | ||||
| 3.2 | Articles Supplementary, dated October 10, 2006. (Incorporated by reference to the Company’s Current Report on Form 8-K filed October 11, 2006.) | ||||
| 3.3 | Articles Supplementary, dated May 31, 2011. (Incorporated by reference to the Company’s Current Report on Form 8-K filed May 31, 2011.) | ||||
| 3.4 | Articles Supplementary, dated March 14, 2018. (Incorporated by reference to the Company’s Current Report on Form 8-K filed March 15, 2018.) | ||||
| 3.5 | Fourth Amended and Restated Bylaws of the Company, adopted April 2, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed April 3, 2020.) | ||||
| 4.1 | Form of Common Share Certificate. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.) | ||||
| 31.1 | Rule 13a-14(a) Certification. (Filed herewith.) | ||||
| 31.2 | Rule 13a-14(a) Certification. (Filed herewith.) | ||||
| 32.1 | Section 1350 Certification. (Furnished herewith.) | ||||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Net Assets (ii) the Condensed Consolidated Statement of Changes in Net Assets, (iii) the Condensed Consolidated Statement of Operations, (iv) the Condensed Consolidated Statement of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) related notes to these condensed consolidated financial statements, tagged as blocks of text and in detail. (Filed herewith.) | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EQUITY COMMONWEALTH | |||||||||||
| By: | /s/ David A. Helfand | ||||||||||
| David A. Helfand | |||||||||||
| Chair of the Board, President and Chief Executive Officer | |||||||||||
| Dated: | May 6, 2025 | ||||||||||
| By: | /s/ William H. Griffiths | ||||||||||
| William H. Griffiths | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
| Dated: | May 6, 2025 | ||||||||||
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