v3.25.3
Organization
9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
Equity Commonwealth, or the Company, or EQC, was a real estate investment trust, or REIT, formed in 1986 under the laws of the State of Maryland. Prior to its dissolution on June 13, 2025, the Company’s business was primarily the ownership and operation of office properties in the United States. As of September 30, 2025, we did not own any properties.
The Company operated in an umbrella partnership real estate investment trust, or UPREIT, and conducted substantially all of its activities through EQC Operating Trust, a Maryland real estate investment trust, or the Operating Trust. Prior to its dissolution on June 13, 2025, the Company beneficially owned, 99.86% of the outstanding shares of beneficial interest, designated as units, in the Operating Trust, or OP Units and the Company was the sole trustee of the Operating Trust.  As the sole trustee, the Company generally had 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.
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, the Company paid this distribution to such shareholders in the aggregate amount of $172.4 million. This brought 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 U.S. Securities and Exchange Commission, or 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 June 13, 2025, or the Effective Date, as part of the Plan of Sale, the Company transferred its remaining assets and liabilities to EQC Liquidating Trust, or EQC LT, a newly-created Maryland common law trust, for the benefit of the common shareholders of the Company. In conjunction with the transfer, EQC LT distributed all of its units of beneficial interests to EQC’s common shareholders on a one-for-one basis, with each common shareholder receiving one unit in EQC LT, or the Units, for each EQC common share then held of record. All outstanding EQC common shares were then cancelled, and the Company was dissolved and terminated.
EQC LT was formed to wind up the affairs of EQC, the predecessor entity, liquidate EQC’s remaining assets, pay any liabilities, costs and expenses of EQC which were assumed or incurred by EQC LT, and distribute any net proceeds to the holders of the Units.
On September 19, 2025, the trustees of EQC LT approved the termination of EQC LT following the payment of all its liabilities and the disposal of all its assets. After liquidating the assets of EQC and EQC LT, and paying all remaining liabilities, costs and expenses, the trustees of EQC LT determined the amount of remaining funds available did not warrant an additional cash distribution to EQC LT unitholders. The remaining funds totaling approximately $150,000 were donated to ten charities selected by the trustees of EQC LT. As of September 30, 2025, after paying all of its remaining liabilities and disposing of all of its assets, the Liquidating Trust canceled all of its outstanding Units and dissolved.
Under the terms of the Liquidating Trust Agreement, the taxable year of the Liquidating Trust ends on December 31 of each year, unless the Liquidating Trust is dissolved or liquidated prior to such date, in which case, the Liquidating Trust’s taxable year ends on the date of such liquidation or dissolution. Since the Liquidating Trust canceled all of its outstanding units and dissolved on September 30, 2025, the taxable year end is September 30, 2025. We have aligned the fiscal year with the taxable year. The financial statements reflect the accounts and activities of EQC Liquidating Trust and its consolidated subsidiary and, for periods prior to June 13, 2025, its predecessor entity.