Plan of Sale

9 Months Ended

Sep. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

On October 2, 2024, the Company filed a definitive proxy statement, or the Definitive Proxy, with the 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 and Dissolution of the Company, or 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 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 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.

On June 13, 2025, the Company transferred its remaining assets and liabilities to EQC Liquidating Trust. The Company believes it complied with the requirements necessary to qualify as a REIT through its liquidation and dissolution on June 13, 2025, at which time the remaining assets were transferred to EQC LT. 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. As of September 30, 2025, after paying all of its remaining liabilities and disposing of all of its assets, the Liquidating Trust cancelled all its outstanding Units and dissolved.

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 December 31, 2024, the Company estimated that it would 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 were estimated and were anticipated to be paid out over the liquidation period which was completed on September 30, 2025.

The change in the liabilities for estimated costs in excess of estimated receipts during liquidation for the year ended September 30, 2025 is as follows (in thousands):


	December 31, 2024		Cash Payments (Receipts)		Remeasurement of Assets and Liabilities		September 30, 2025
Assets
Estimated net inflows from real estate	$	1,125	$	(1,671)	$	546	$	—
Estimated inflows from interest income	3,493		(4,203)		710		—
	4,618		(5,874)		1,256		—

Liabilities
Liquidation transaction costs(1)	(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)		—
	(104,637)		112,003		(7,366)		—
Total liabilities for estimated costs in excess of estimated receipts during liquidation	$	(100,019)	$	106,129	$	(6,110)	$	—

(1) Liquidation transaction costs primarily include severance expenses, advisory fees and other professional services expenses.

Net Assets In LiquidationThere were 107,335,177 common shares outstanding and 873,406 unvested restricted stock units at target, prior to any shares expected to be surrendered to satisfy statutory tax withholding obligations in connection with the vesting of such common shares, at December 31, 2024 (See Note 10). The net assets in liquidation as of December 31, 2024 were $178.9 million. Net assets in liquidation include projections of costs and expenses to be incurred during the estimated period required to complete the Plan of Sale. There is inherent uncertainty with these estimates and projections. Cumulative cash liquidating distributions paid to common shareholders are $2.2 billion ($20.60 per common share) and include the initial $2.0 billion ($19.00 per common share) paid prior to December 31, 2024 and the final $172.4 million ($1.60 per common share) paid on April 22, 2025.