eqc-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9317

EQUITY COMMONWEALTH

(Exact name of registrant as specified in its charter)


Maryland						04-6558834
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

Two North Riverside Plaza, Suite 2000, Chicago, IL						60606
(Address of principal executive offices)						(Zip Code)
(312) 646-2800
(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

Common Shares of Beneficial Interest

EQC

The New York Stock Exchange

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.

Large accelerated filer

☒

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.


		Page

PART I	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Net Assets (Liquidation Basis) as of March 31, 2025 a nd December 31, 2024	1

	Condensed Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the Three Months Ended March 31, 2025	2

	Condensed Consolidated Statement of Operations (Going Concern Basis) for the Three Months Ended March 31, 2024	3

	Condensed Consolidated Statement of Equity (Going Concern Basis) for the Three Months Ended March 31, 2024	4

	Condensed Consolidated Statement of Cash Flows (Going Concern Basis) for the Three Months Ended March 31, 2024	5

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II	Other Information

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 1B.	Unresolved Staff Comments	19

Item 1C.	Cybersecurity	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

	Signatures	21


	March 31, 2025		December 31, 2024
			(audited)
ASSETS
Real estate	$	—	$	132,500
Cash and cash equivalents	227,271		160,511
Rents receivable and other assets	386		613
Total assets	$	227,657	$	293,624

LIABILITIES
Liabilities for estimated costs in excess of estimated receipts during liquidation	$	50,996	$	100,019
Accounts payable and accrued expenses	166		10,908
Distributions payable	—		3,842
Total liabilities	$	51,162	$	114,769
Commitments and contingencies
Net assets in liquidation attributable to Equity Commonwealth common shareholders	176,408		178,605
Net assets in liquidation attributable to noncontrolling interest	87		250
Net assets in liquidation	$	176,495	$	178,855


	Three Months Ended March 31, 2025
Net assets in liquidation, beginning of period	$	178,855
Changes in net assets in liquidation:


Remeasurement of liabilities	(2,360)
Net decrease in liquidation value	(2,360)

Changes in net assets in liquidation	(2,360)
Net assets in liquidation, end of period	$	176,495


	Three Months Ended March 31,
		2024
Revenues:
Rental revenue		$	13,893
Other revenue		1,297
Total revenues		15,190
Expenses:
Operating expenses		6,534
Depreciation and amortization		4,357
General and administrative		8,323

Total expenses		19,214
Interest and other income, net		29,512




Income before income taxes		25,488
Income tax expense		(30)
Net income		25,458
Net income attributable to noncontrolling interest		(53)
Net income attributable to Equity Commonwealth		25,405
Preferred distributions		(1,997)


Net income attributable to Equity Commonwealth common shareholders		$	23,408



Weighted average common shares outstanding — basic		107,216
Weighted average common shares outstanding — diluted		108,224
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic		$	0.22
Diluted		$	0.22


	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	4,915,196	$	119,263	106,847,438	$	1,068	$	3,935,873	$	3,926,979	$	(4,864,440)	$	(733,676)	$	5,046	$	2,390,113

Net income	—	—		—	—		—		25,405		—		—		53		25,458



Surrender of shares for tax withholding	—	—		(161,837)	(2)		(3,054)		—		—		—		—		(3,056)
Share-based compensation	—	—		533,207	6		2,509		—		—		—		50		2,565

Distributions	—	—		—	—		—		—		245		(1,997)		—		(1,752)
OP Unit redemption	—	—		4,476	—		86		—		—		—		(86)		—
Adjustment for noncontrolling interest	—	—		—	—		87		—		—		—		(87)		—
Balance at March 31, 2024	4,915,196	$	119,263	107,223,284	$	1,072	$	3,935,501	$	3,952,384	$	(4,864,195)	$	(735,673)	$	4,976	$	2,413,328


	Three Months Ended March 31,
	2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	25,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	3,626

Straight-line rental income	(223)

Other amortization	731

Share-based compensation	2,565






Change in assets and liabilities:
Rents receivable and other assets	(793)
Accounts payable, accrued expenses and other	(9,097)
Rent collected in advance	176

Net cash provided by operating activities	22,443

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate improvements	(5,055)







Cash used in investing activities	(5,055)

CASH FLOWS FROM FINANCING ACTIVITIES:

Repurchase and retirement of common shares	(3,056)






Distributions to common shareholders	(2,036)
Distributions to preferred shareholders	(1,997)


Net cash used in financing activities	(7,089)

Increase in cash and cash equivalents	10,299
Cash and cash equivalents at beginning of period	2,160,535
Cash and cash equivalents at end of period	$	2,170,834


	Three Months Ended March 31,
	2024




NON-CASH INVESTING ACTIVITIES:


Accrued capital expenditures	$	5,433


NON-CASH FINANCING ACTIVITIES:
Distributions payable	$	3,359
OP Unit redemption	86


	December 31, 2024		Cash Payments (Receipts)		Remeasurement of Assets and Liabilities		March 31, 2025
Assets
Estimated net inflows from real estate	$	1,125	$	(388)	$	114	$	851
Estimated inflows from interest income	3,493		(2,299)		27		1,221
	4,618		(2,687)		141		2,072

Liabilities
Liquidation transaction costs(1)	(41,819)		5,397		(548)		(36,970)
General and administrative expenses	(30,993)		14,783		112		(16,098)

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)		—
	(104,637)		53,909		(2,340)		(53,068)
Total liabilities for estimated costs in excess of estimated receipts during liquidation	$	(100,019)	$	51,222	$	(2,199)	$	(50,996)


	Three Months Ended March 31,
		2024
Lease payments		$	8,816
Variable lease payments		5,077
		$	13,893


	Common Shares	OP Units and LTIP Units(1)	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	%


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


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).


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


	Three Months Ended March 31,
	2024
Current:
State and local	$	(30)






Income tax expense	$	(30)


	Three Months Ended March 31,
		2024
Numerator for earnings per common share - basic:
Net income		$	25,458
Net income attributable to noncontrolling interest		(53)
Preferred distributions		(1,997)


Numerator for net income per share - basic		$	23,408

Numerator for earnings per common share - diluted:
Net income		$	25,458
Net income attributable to noncontrolling interest		(53)
Preferred distributions		(1,997)

Numerator for net income per share - diluted		$	23,408

Denominator for earnings per common share - basic and diluted:
Weighted average number of common shares outstanding - basic(1)		107,216
RSUs(2)		898
LTIP Units(3)		110


Weighted average number of common shares outstanding - diluted		108,224

Net income per common share attributable to Equity Commonwealth common shareholders:
Basic		$	0.22
Diluted		$	0.22

Anti-dilutive securities(4):
Effect of Series D preferred shares; 6.50% cumulative convertible		4,032


Effect of OP Units and time-based LTIP Units(5)		223

SEC Form 10-Q filed by Equity Commonwealth