Sec Form 4 Filing - Shifrin Orrin S @ Equity Commonwealth - 2025-03-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shifrin Orrin S 2. Issuer Name and Ticker or Trading Symbol Equity Commonwealth [ EQC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Gen. Counsel & Secretary (Last) (First) (Middle) C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2025 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest 03/04/2025 M 13,345 ( 1 ) A 218,248 I See footnote ( 2 ) Common Shares of Beneficial Interest 03/04/2025 A 63,490 ( 1 ) A 281,738 I See footnote ( 2 ) Common Shares of Beneficial Interest 03/04/2025 F 49,355 ( 3 ) D $ 1.6 232,383 I See footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Share Units ( 4 ) 03/04/2025 M 13,345 ( 5 ) ( 5 ) Common Shares of Beneficial Interest 13,345 ( 4 ) 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shifrin Orrin S C/O EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA, SUITE 2000 CHICAGO, IL60606 EVP, Gen. Counsel & Secretary Signatures /s/ Orrin S. Shifrin 03/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects Common Shares of Beneficial Interest (each, a "Common Share") of Equity Commonwealth (the "Issuer") received by the Reporting Person in settlement of outstanding time-based or performance-based Restricted Share Units (each, an "RSU"), on a one for one basis, subject to the terms and conditions set forth in the Equity Commonwealth equity compensation plan (as amended, the "Equity Plan") and the applicable RSU agreement, due to the vesting of the RSUs as a result of the determination by the Issuer's Board of Trustees that a change in control event ("Change in Control") occurred under the terms of the Equity Plan upon the sale of the Issuer's last remaining property on February 25, 2025. ( 2 )These shares/units, as applicable, are held by the Orrin S. Shifrin Revocable Trust, of which the Reporting Person is the trustee and a beneficiary. ( 3 )Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs. ( 4 )Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Plan and the applicable RSU agreement for the Reporting Person. ( 5 )RSUs previously granted, and reported on the Form 4 dated February 5, 2025, vested as a result of the determination by the Issuer's Board of Trustees that a Change in Control has occurred.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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