EQC Liquidating Trust Dissolves After $4B Shareholder Payouts

TL;DR

**EQC Liquidating Trust is officially dead, having returned billions to shareholders and donated its last $150,000 to charity, so move on.**

AI Summary

EQC Liquidating Trust, formerly Equity Commonwealth, completed its wind-down and dissolution on September 30, 2025, after failing to consummate a strategic investment following extensive asset dispositions. From 2014 to early 2020, EQC disposed of 168 properties and three land parcels totaling 45.8 million square feet for an aggregate gross sales price of $7.2 billion, plus $704.8 million in Select Income REIT common shares. The company also retired $3.4 billion of debt and preferred shares, repurchased $652.1 million of EQC common shares, and paid $4.0 billion in distributions to EQC common shareholders. Shareholders approved the Plan of Sale and Dissolution on November 12, 2024, with 85.5% of outstanding shares in favor. EQC LT distributed an initial cash liquidating distribution of $19.00 per common share, totaling $2.0 billion, on December 6, 2024, and a final cash liquidating distribution of $1.60 per common share, totaling $172.4 million, on April 22, 2025. Additionally, $123.3 million was paid to Series D Preferred Shareholders on December 3, 2024. The remaining funds of approximately $150,000 were donated to ten charities, and as of September 30, 2025, EQC LT owned no properties and had no employees.

Why It Matters

This filing marks the definitive end of EQC Liquidating Trust, concluding a decade-long strategy of asset disposition and failed reinvestment. For investors, it signifies the final chapter of capital return, with $4.0 billion distributed to common shareholders and $123.3 million to preferred shareholders, underscoring the importance of clear exit strategies in REITs. Employees, now zero, have transitioned out, reflecting the complete wind-down of operations. The broader market sees the conclusion of a significant player's liquidation, potentially freeing up capital for other real estate investments, though EQC's inability to find a suitable acquisition highlights challenges in the competitive REIT landscape.

Risk Assessment

Risk Level: low — The risk level is low because EQC Liquidating Trust dissolved on September 30, 2025, after liquidating all assets and paying all liabilities. The filing explicitly states, "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," and "we do not believe there are any applicable risk factors."

Analyst Insight

Investors should recognize this as a closed chapter, with all distributions completed and the entity dissolved. There is no further investment action to be taken regarding EQC Liquidating Trust, as its units were cancelled and are not tradeable.

Financial Highlights

debt To Equity

Not applicable as the entity is dissolved

revenue

Not applicable as the entity is dissolved

operating Margin

Not applicable as the entity is dissolved

total Assets

Zero

total Debt

Zero

net Income

Not applicable as the entity is dissolved

eps

Not applicable as the entity is dissolved

gross Margin

Not applicable as the entity is dissolved

cash Position

$150,000

revenue Growth

Not applicable as the entity is dissolved

Key Numbers

• $7.2 billion — aggregate gross sales price (from 168 property and 3 land parcel dispositions)
• $704.8 million — value of common shares (of Select Income REIT disposed)
• $3.4 billion — debt and preferred shares retired (by EQC)
• $652.1 million — EQC common shares repurchased (by EQC)
• $4.0 billion — distributions to EQC common shareholders (paid by EQC)
• $2.0 billion — initial cash liquidating distribution (paid on December 6, 2024)
• $172.4 million — final cash liquidating distribution (paid on April 22, 2025)
• $123.3 million — payment to Series D Preferred Shareholders (paid on December 3, 2024)
• $150,000 — remaining funds donated to charity (after all liabilities paid)
• zero — common shares outstanding (as of September 30, 2025)

Key Players & Entities

• EQC Liquidating Trust (company) — registrant
• Equity Commonwealth (company) — predecessor company
• U.S. Securities and Exchange Commission (regulator) — filing oversight
• NYSE (company) — former stock exchange for EQC
• Equity Commonwealth Management LLC (company) — wholly-owned subsidiary of EQC LT
• SVP - Information Technology (person) — managed cybersecurity program
• Colorado State University (company) — SVP - IT's education
• Select Income REIT (company) — shares disposed by EQC

FAQ

Risk Factors

• Dissolution and Liquidation [low — operational]: EQC Liquidating Trust completed its wind-down and dissolution on September 30, 2025. This process involved extensive asset dispositions and the distribution of remaining funds, ultimately leading to the cessation of all operations and ownership of properties.

Industry Context

EQC operated as a REIT, historically focused on office buildings. The company attempted to pivot into various property sectors including retail, single-family rental, lodging, life sciences, industrial, manufactured housing, multi-family rentals, and self-storage, among others. However, it was unable to consummate a strategic investment in these diverse areas.

Regulatory Implications

As a former REIT, EQC was subject to specific tax and operational regulations. The dissolution and liquidation process itself involves compliance with corporate governance and securities laws regarding shareholder approvals and distributions.

What Investors Should Do

1. Review final distribution details.
2. Note the complete cessation of operations.
3. Archive historical financial data.

Key Dates

• 2014-01-01: EQC shareholders voted to replace the board and internalize management — Marked a strategic shift towards asset disposition and portfolio reshaping.
• 2020-01-01: Onset of COVID-19 pandemic — Marked the end of the initial asset disposition phase, with over $7.6 billion completed by this point.
• 2024-07-30: Board determined it was advisable to proceed with wind-down and liquidation — Formal decision to cease operations and liquidate assets after failing to consummate a strategic investment.
• 2024-11-12: Shareholders approved the Plan of Sale and Dissolution — Gave formal approval for the company's dissolution with 85.5% of outstanding shares in favor.
• 2024-12-03: Payment to Series D Preferred Shareholders — Distribution of $123.3 million to preferred shareholders as part of the liquidation process.
• 2024-12-06: Initial cash liquidating distribution paid to common shareholders — Distribution of $2.0 billion ($19.00 per common share) to common shareholders.
• 2025-04-22: Final cash liquidating distribution paid to common shareholders — Distribution of $172.4 million ($1.60 per common share) to common shareholders.
• 2025-06-13: EQC and EQC Operating Trust dissolved — Formal legal dissolution of the primary entities.
• 2025-09-30: EQC Liquidating Trust dissolution completed — Final date of operations, with no properties owned and no employees.

Glossary

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-generating real estate. (EQC elected to be taxed as a REIT for most of its operational history.)

UPREIT

Umbrella Partnership Real Estate Investment Trust. A structure where a REIT holds its properties through a partnership, allowing for tax-deferred contributions of property. (EQC operated under this structure, conducting activities through EQC Operating Trust.)

OP Units

Operating Partnership Units. Units in the Operating Trust that can be exchanged for shares of the REIT or cash. (EQC beneficially owned 99.86% of these units in the Operating Trust.)

Plan of Sale and Dissolution

A formal plan approved by shareholders outlining the process for selling assets and winding down the company's operations. (This plan was approved by EQC shareholders, leading to the company's liquidation.)

Liquidating Distribution

Payments made to shareholders from the proceeds of asset sales during the wind-down and liquidation of a company. (EQC LT made two significant cash liquidating distributions to its common shareholders.)

Year-Over-Year Comparison

This filing represents the final reporting period for EQC Liquidating Trust, detailing its dissolution on September 30, 2025. As such, traditional year-over-year comparisons of revenue, net income, or margins are not applicable. The focus is on the completion of asset dispositions, debt retirement, and distributions to shareholders, marking the end of the company's operational and financial life.

Key Financial Figures

• $7.6 billion — early 2020, the Company completed over $7.6 billion of dispositions. At the same time, and
• $150,000 — remaining funds totaling approximately $150,000 were donated to ten charities selected
• $7.2 b — t for an aggregate gross sales price of $7.2 billion, as well as $704.8 million of com
• $704.8 million — sales price of $7.2 billion, as well as $704.8 million of common shares of Select Income REIT,
• $3.4 billion — res of Select Income REIT, (ii) retired $3.4 billion of debt and preferred shares, (iii) rep
• $652.1 million — and preferred shares, (iii) repurchased $652.1 million of EQC common shares, and (iv) paid $4.
• $4.0 billion — ion of EQC common shares, and (iv) paid $4.0 billion in distributions to EQC common sharehol
• $1.60 — final cash liquidating distribution of $1.60 per common share to be paid on April 22
• $172.4 million — shareholders in the aggregate amount of $172.4 million. On November 15, 2024, the Company ann
• $19.00 — nitial cash liquidating distribution of $19.00 per common share which was paid on Dece
• $2.0 billion — shareholders in the aggregate amount of $2.0 billion. In each of February 2025 and 2024, th
• $12.5 million — recipients in the aggregate amounts of $12.5 million and $2.0 million, in February 2025 and
• $2.0 m — aggregate amounts of $12.5 million and $2.0 million, in February 2025 and 2024, respe
• $17.5 m — e recipients in the aggregate amount of $17.5 million, for distributions to common shar
• $0.01 — hares of beneficial interest, par value $0.01 per share (the "Series D Preferred Shar

Filing Documents

• eqc-20250930.htm (10-K) — 901KB
• eqc123125exhibit211.htm (EX-21.1) — 3KB
• eqc123125exhibit311.htm (EX-31.1) — 13KB
• eqc123125exhibit312.htm (EX-31.2) — 14KB
• eqc123125exhibit321.htm (EX-32.1) — 7KB
• 0000803649-25-000068.txt ( ) — 5715KB
• eqc-20250930.xsd (EX-101.SCH) — 60KB
• eqc-20250930_cal.xml (EX-101.CAL) — 50KB
• eqc-20250930_def.xml (EX-101.DEF) — 199KB
• eqc-20250930_lab.xml (EX-101.LAB) — 637KB
• eqc-20250930_pre.xml (EX-101.PRE) — 423KB
• eqc-20250930_htm.xml (XML) — 606KB

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS Some of the statements contained in this Annual Report on Form 10-K may constitute forward-looking statements within the meaning of the federal securities laws. Any forward-looking statements contained in this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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. EQC LIQUIDATING TRUST 2025 FORM 10-K ANNUAL REPORT Table of Contents

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 2 Item 1B. Unresolved Staff Comments 2 Item 1C. Cybersecurity 2 Item 2.

Properties

Properties 3 Item 3.

Legal Proceedings

Legal Proceedings 3 Item 4. Mine Safety Disclosures 3 Part II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 4 Item 6. [Reserved] 5 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 8 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 8 Item 9A.

Controls and Procedures

Controls and Procedures 8 Item 9B. Other Information 8 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 10 Part III Item 10. Directors, Executive Officers and Corporate Governance 11 Item 11.

Executive Compensation

Executive Compensation 13 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 18 Item 13. Certain Relationships and Related Transactions, and Director Independence 18 Item 14. Principal Accountant Fees and Services 20 Part IV Item 15. Exhibits and Financial Statement Schedules 21 Item 16. Form 10-K Summary 22

Signatures

Signatures EXPLANATORY NOTE Unless the context requires otherwise, references in this Annual Report on Form 10-K to the "Liquidating Trust", or "EQC LT", refer to EQC Liquidating Trust and its consolidated subsidiary, and references to "EQC" or "the Company" refer to Equity Commonwealth and its consolidated subsidiaries. References to "we", "us" or "our" refer to either EQC Liquidating Trust, Equity Commonwealth or both depending on the context. PART I

Business

Item 1. Business. EQC Organization. EQC was formed in 1986 under Maryland law, electing to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, (the "Code"). Prior to its dissolution on June 13, 2025, the Company was an internally managed and self-advised REIT operating as what is commonly referred to as an umbrella partnership real estate investment trust ("UPREIT"), conducting substantially all of its activities through EQC Operating Trust, a Maryland real estate investment trust (the "Operating Trust"), which was also dissolved on June 13, 2025. Prior to its dissolution on June 13, 2025, the Company beneficially owned 99.86% of the outstanding shares of beneficial interest, designated as units ("OP Units") in the Operating Trust 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. EQC Background . In 2014, 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, which were primarily office buildings in the United States. EQC 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, EQC ev

Risk Factors

Item 1A. Risk Factors. Not applicable. In light of our dissolution of EQC LT on September 30, 2025, we do not believe there are any applicable risk factors.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity. EQC and EQC LT maintained a cybersecurity program focused on preventing, identifying and mitigating applicable cyber threats. Risk Management and Strategy A number of cybersecurity measures were employed to reduce the likelihood that cybersecurity incidents would materialize, including: (i) employing a variety of reputable and recognized hardware, software and other security measures in 2 the design and maintenance of our information technology and data security systems; (ii) conducting periodic testing and verification of information and data security systems, including engaging third-party assessors to perform penetration testing of our systems to identify vulnerabilities; (iii) confirming with our critical vendors whether they experienced cyber breaches of their IT systems or otherwise involving Company information; (iv) verifying third-party IT system integrity through a review of System and Organization ("SOC") audit review reports provided by certain of our vendors ; and (v) providing periodic employee security awareness training relating to phishing and other scams, malware and various cyber-related risks. We also engaged third-party vendors to assist with incident detection and monitoring and to implement and maintain other cybersecurity measures specific to our operations and portfolio properties. We also created and maintained processes that provided a playbook in the event of a cyber incident. These processes provided assessment and response tools designed to mitigate damage from attacks and integrate third-party digital forensics, legal providers and law enforcement as part of the response plan. We also instituted a variety of safeguards to counter ransomware threats. We integrated our cybersecurity program into our overall risk management processes by instituting corporate measures and protocols to ensure ongoing operations in the event of a disaster or major business disruption affecting the corporate headquarters, infra

Properties

Item 2. Properties. General. As of September 30, 2025, we did not own any properties.

Legal Proceedings

Item 3. Legal Proceedings. We are not involved in any litigation nor, to our knowledge, is any litigation threatened against us where the outcome would, in our judgment based on information available to us, have a material adverse effect on us.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. 3 PART II

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Equity Commonwealth's common shares were traded on the NYSE (symbol: EQC). In connection with the transfer of assets to, and the assumption of liabilities by, the Liquidating Trust, the last day of trading of Equity Commonwealth's common shares was April 21, 2025. The Units in the Liquidating Trust were not transferable or assignable, except by will, intestate succession or operation of law. The Units were not certificated and were not listed on any exchange or quoted on any quotation system or otherwise tradeable in any public or private transactions. As of September 30, 2025, EQC LT was dissolved and terminated and all outstanding Units of EQC LT were cancelled. Distributions Under EQC's governing documents and Maryland law, distributions to EQC shareholders were to be authorized and declared by the EQC Board. Common Share and Unit Distributions: 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, EQC paid this distribution to such shareholders in the aggregate amount of $172.4 million. On November 15, 2024, the Company announced that its Board authorized an initial cash liquidating distribution of $19.00 per common share which was paid on December 6, 2024 to shareholders of record on November 25, 2024. On December 6, 2024, EQC paid this distribution to such shareholders in the aggregate amount of $2.0 billion. In each of February 2025 and 2024, the number of earned awards for recipients of the Company's restricted stock units and market-based LTIP Units granted in January 2022 and 2021, respectively, was determined. Pursuant to the terms of such awards, EQC paid one-time catch-up cash distributions to these recipients in the aggregate amounts of $12.5 milli

[Reserved]

Item 6. [Reserved] Not applicable.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. OBJECTIVE The objective of this section of this Annual Report on Form 10-K is to provide a discussion and analysis, from management's perspective, of the material information necessary to assess our financial condition, results of operations, liquidity and cash flows for the year ended September 30, 2025. We have included an overview to identify what we believe are the more important items that affected our 2025 financial results, including both our business activities as well as events outside of our control. In addition to the overview, we encourage you to read the entire discussion in this section of our material financial data together with our consolidated financial statements and the accompanying notes that are included in Part IV, Item 15 of this Annual Report on Form 10-K. The full discussion analyzes in detail our financial condition, results of operations, liquidity and cash flows, including comparisons of our 2025 and 2024 financial results. OVERVIEW EQC was formed in 1986 under Maryland law. Prior to its dissolution on June 13, 2025, EQC was an internally managed and self-advised REIT operating as an UPREIT, conducting substantially all of its activities through the Operating Trust, which was also dissolved on June 13, 2025. Prior to its dissolution on June 13, 2025, the Company beneficially owned 99.86% of the outstanding OP Units. In 2014, EQC's shareholders voted to replace EQC's then-existing board of trustees. EQC's new 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. EQC executed a strategy that focused on disposing of a significant portion of the Company's assets to reshape its portfolio and generate liquidity to fund future investments in high-quality assets or businesses

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