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.

On June 13, 2025, as part of the Plan of Sale, the Company transferred its remaining assets and liabilities to EQC LT. In conjunction with the transfer, EQC LT distributed all of its units of beneficial interests to EQC’s common shareholders and OP Unitholders on a one-for-one basis, with each common shareholder and OP Unitholder receiving one unit in EQC LT, or the Units, for each EQC common share or OP Unit then held of record. All outstanding EQC common shares and OP Units were then cancelled, and the Company and Operating Trust were dissolved and terminated.

The following table presents the changes in Equity Commonwealth’s issued and outstanding common shares and units from January 1, 2025 through June 13, 2025, prior to EQC’s dissolution:


	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 June 13, 2025	107,751,132	154,578	107,905,710
Noncontrolling ownership interest in the Operating Trust			0.14	%

(1) The 101,634 LTIP Units outstanding as of June 13, 2025 did not participate in any Company liquidating distributions. The noncontrolling ownership interest in the Operating Trust that participated in liquidating distributions as of June 13, 2025 is 0.05%.

The carrying value of the Noncontrolling interest is allocated based on the number of OP Units and LTIP Units in proportion to the number of OP Units and LTIP Units plus the number of common shares. We adjust the Noncontrolling interest balance at the end of each period to reflect the noncontrolling partners’ interest in the net assets of the Operating Trust. Net income is allocated to the Noncontrolling interest in the Operating Trust based on the weighted average ownership percentage during the period. Equity Commonwealth’s weighted average ownership interest in the Operating Trust was 99.85% and 99.84%, respectively, for the period ended June 13, 2025 and year ended December 31, 2024.