S-8

As filed with the Securities and Exchange Commission on August 1, 2023.

Registration No. 333-           

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Equity Commonwealth (Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization)	04-6558834 (I.R.S. Employer Identification No.)
Two Riverside Plaza Suite 2100 Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code)
Equity Commonwealth 2015 Omnibus Incentive Plan (Full title of the Plan)
David A. Helfand Chair, Chief Executive Officer and President Equity Commonwealth Two North Riverside Plaza, Suite 2100 Chicago, IL 60606 (312) 646-2800 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to: Amy L. Blackman, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 1004-1980 (212 859-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Equity Commonwealth (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) to register 1,650,000 additional common shares of beneficial interest under the Registrant’s 2015 Omnibus Incentive Plan (the “Omnibus Plan”), pursuant to the Registrant’s shareholders’ approval of an amendment to the Omnibus Plan providing for such share increase at the 2023 annual meeting of the shareholders of the Registrant that was held on June 13, 2023. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registrant’s Registration Statements filed with the Commission on July 16, 2019 (File No. 333-232668) and June 18, 2015 (File No. 333-205068), respectively, including all attachments and exhibits thereto, except to the extent, supplemented, amended or superseded by the information set forth herein.

Part I

As permitted by the rules of the Commission, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be sent or given to the participants in the Omnibus Plan as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to General Instruction E to Form S-8, taken together, constitute a prospectus for the Omnibus Plan that meets the requirements of Section 10(a) of the Securities Act.

Part II

Item 3.     Incorporation of Documents by Reference

The following documents, which have been previously filed with the Commission by the Registrant, are incorporated by reference in this Registration Statement:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (Registration No. 001-09317), filed by the Registrant with the Commission under the Securities Act on February 9, 2023.

(b)The Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended June 30, 2023 (Registration No. 001-09317), filed by the Registrant with the Commission under the Securities Act on July 27, 2023, and for the quarterly period ended March 31, 2023 (Registration No. 001-09317), filed by the Registrant with the Commission under the Securities Act on May 4, 2023.

(c)The Registrant’s Current Reports on Form 8-K filed with the Commission on June 14, 2023, May 19, 2023, May 3, 2023 (excluding item 2.02 thereof), February 23, 2023 (excluding item 7.01 thereof), and February 8, 2023 (excluding item 2.02 thereof).

(d)The description of the Registrant’s Common Shares included in the Registrant’s registration statement on Form 8-A filed with the Commission on November 8, 1986 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and including any additional amendment or report filed for the purpose of updating such description.

The Registrant also incorporates by reference into this Registration Statement additional documents that it may file with the Commission under Section 13(a), 13(c), 14 and 15(d) of the Exchange Act from the date of this Registration Statement until the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, except that the Registrant is not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K or any other document or information deemed to have been furnished and not filed with the Commission.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or superseded such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits

The following exhibits are filed herewith:

Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith
		Form	File No.	Exhibit	Filing Date
4.1	Articles of Amendment and Restatement of Declaration of Trust of the Company, dated July 1, 1994, as amended to date (incorporated by reference to the Company’s Current Report on Form 8-K filed August 1, 2014).	8-K	001-09317	3.1	August 1, 2014
4.2	Fourth Amended and Restated Bylaws of the Company, adopted April 2, 2020 (incorporated by reference to the Company’s Current Report on Form 8-K filed April 3, 2020).	8-K	001-09317	3.1	April 3, 2020
4.3	Form of Common Share Certificate (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).	10-Q	001-09317	4.1	August 7, 2014
5.1*	Opinion of Venable LLP.					X
23.1*	Consent of Ernst & Young LLP, independent registered public accounting firm of Equity Commonwealth.					X
23.2*	Consent of Venable LLP (included in Exhibit 5.1 to this Registration Statement).					X
24.1*	Power of Attorney authorizing signature (on behalf of each officer and Trustee included on the signature page to this Registration Statement).					X
24.2*	Power of Attorney Authorizing Resolutions.					X
99.1	Equity Commonwealth 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-09317) filed with the Commission on June 18, 2015).	8-K	001-09317	10.1	June 18, 2015

99.2	Amendment No. 1 to the Equity Commonwealth 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-K (File No. 001-09317) filed with the Commission on February 18, 2016).	10-K	001-09317	10.4	February 18, 2016
99.3	Amendment No. 2 to the Equity Commonwealth 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form S-8 (File No. 333-232668) filed with the Commission on July 16, 2019).	S-8	333-232668	10.3	July 16, 2019
99.4*	Amendment No. 3 to the Equity Commonwealth 2015 Omnibus Incentive Plan					X
107*	Calculation of Filing Fee Table.					X

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 1, 2023.

	Equity Commonwealth
Date: August 1, 2023
	By:	/s/ William H. Griffiths
	Name:	William H. Griffiths
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*David A. Helfand	Chair, Chief Executive Officer and President (Principal Executive Officer)	August 1, 2023
*William H. Griffiths	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	August 1, 2023
*Andrew M. Levy	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	August 1, 2023
*Ellen-Blair Chube	Trustee	August 1, 2023
*Martin L. Edelman	Trustee	August 1, 2023
*Peter Linneman	Trustee	August 1, 2023
*Mary Jane Robertson	Trustee	August 1, 2023
*Gerald A. Spector	Trustee	August 1, 2023
*James A. Star	Trustee	August 1, 2023

* The undersigned, Orrin Shifrin, by signing his name hereto, does hereby executed this Registration Statement on Form S-8 on behalf of each of the above-named persons pursuant to the Power of Attorney duly executed by such persons and filed as Exhibit 24.1 to this Form S-8.

August 1, 2023	By:	/s/ Orrin S. Shifrin
		Orrin S. Shifrin
		Executive Vice President, General Counsel and Secretary

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Equity Commonwealth

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Shares of Beneficial Interest, $0.01 par value per share	Rule 457(c) and Rule 457(h)(3)	1,650,000(2)	$20.61(3)	$34,006,500	$110.20	$3,748
Total Offering Amounts					$34,006,500		$3,748
Total Fee Offsets							$0
Net Fee Due							$3,748

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-8 (the “Registration Statement”) shall also cover any additional Common Shares of Beneficial Interest, par value $0.01 per share (“Common Stock”), of Equity Commonwealth (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, reclassification, recapitalization, spin-off or any other similar transaction that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2) Represents 1,650,000 additional shares of the Registrant’s Common Stock that were authorized for issuance under the Registrant’s 2015 Omnibus Incentive Plan (the “Plan”) on June 13, 2023.

(3) Estimated in accordance with Rules 457(c) and Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $20.61 was computed by averaging the high and low prices of a share of the Registrant’s Common Stock as reported on the New York Stock Exchange on July 25, 2023, a date within five business days prior to the date of the filing of this Registration Statement.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources

EX-5.1

Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

August 1, 2023

Equity Commonwealth

Two Riverside Plaza, Suite 2100

Chicago, Illinois 60606

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Equity Commonwealth, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of an additional 1,650,000 shares (the “Shares”) of common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), of the Company pursuant to the Equity Commonwealth 2015 Omnibus Incentive Plan, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 (the “Plan”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

        1.    The Registration Statement;

        2.    The Declaration of Trust of the Company (the “Declaration”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

        3.    The Fourth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

        4.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

        5.    Resolutions adopted by the Board of Trustees of the Company relating to, among other matters, the approval of the Plan and the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

        6.    The Plan;

Equity Commonwealth

August 1, 2023

Page 2

7.    A certificate executed by an officer of the Company, dated as of the date hereof; and

        8.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.The Shares will not be issued or transferred in violation of any restriction or limitation on ownership and transfer contained in Article VI of the Declaration or in the Plan. Upon the issuance of any Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration.

6.Each option, restricted share unit, award, right or other security or other arrangement that provides for the potential issuance of a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and any Share issued pursuant to any such Award will be issued in accordance with the terms of the Plan and such Award, including any agreement entered into in connection therewith.

        Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

Equity Commonwealth

August 1, 2023

Page 3

2.The issuance of the Shares pursuant to the Plan has been duly authorized and, when and to the extent issued and delivered by the Company in accordance with the Registration Statement, the Plan and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.

        The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

    Very truly yours,

                /s/ Venable LLP

Venable LLP                    

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Equity Commonwealth 2015 Omnibus Incentive Plan, as amended, of our reports dated February 9, 2023, with respect to the consolidated financial statements and schedule of Equity Commonwealth and the effectiveness of internal control over financial reporting of Equity Commonwealth included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois
August 1, 2023

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints William H. Griffiths and Orrin Shifrin and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as an officer of Equity Commonwealth (the “Registrant”) to sign one or more registration statements and any amendments thereto to be filed by the Registrant with the Securities and Exchange Commission to register shares of the Registrant’s common shares of beneficial interest ($0.01 par value) under the Securities Act of 1933, not to exceed 1,650,000 additional shares of the Registrant’s common shares of beneficial interest ($0.01 par value), to be offered and sold under the Registrant’s 2015 Omnibus Incentive Plan, as amended.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of July 2023.

/s/ David A. Helfand

David A. Helfand

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David A. Helfand and Orrin Shifrin and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as an officer of Equity Commonwealth (the “Registrant”) to sign one or more registration statements and any amendments thereto to be filed by the Registrant with the Securities and Exchange Commission to register shares of the Registrant’s common shares of beneficial interest ($0.01 par value) under the Securities Act of 1933, not to exceed 1,650,000 additional shares of the Registrant’s common shares of beneficial interest ($0.01 par value), to be offered and sold under the Registrant’s 2015 Omnibus Incentive Plan, as amended.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day of July 2023.

/s/ William H. Griffiths

William H. Griffiths

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David Helfand, William H. Griffiths and Orrin Shifrin and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as an officer of Equity Commonwealth (the “Registrant”) to sign one or more registration statements and any amendments thereto to be filed by the Registrant with the Securities and Exchange Commission to register shares of the Registrant’s common shares of beneficial interest ($0.01 par value) under the Securities Act of 1933, not to exceed 1,650,000 additional shares of the Registrant’s common shares of beneficial interest ($0.01 par value), to be offered and sold under the Registrant’s 2015 Omnibus Incentive Plan, as amended.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 11th day of July 2023.

/s/ Andrew M. Levy

Andrew M. Levy

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David Helfand, William H. Griffiths and Orrin Shifrin and each of them (with full power to act without the others), the true and lawful attorneys-in-fact and agents for and on behalf of the undersigned, and in the undersigned’s name, place and stead, in the undersigned’s capacity as Trustee of Equity Commonwealth (the “Registrant”) to sign one or more registration statements and any amendments thereto to be filed by the Registrant with the Securities and Exchange Commission to register under the Securities Act of 1933, not to exceed 1,650,000 additional shares of the Registrant’s common shares of beneficial interest ($0.01 par value), to be offered and sold under the Registrant’s 2015 Omnibus Incentive Plan, as amended.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th day of June 2023.

/s/ Ellen-Blair Chube

Ellen-Blair Chube

/s/ Martin L. Edelman

Martin L. Edelman

/s/ Peter Linneman

Peter Linneman

/s/ Mary Jane Robertson

Mary Jane Robertson

/s/ Gerald A. Spector

Gerald A. Spector

/s/ James A. Star

James A. Star

EX-24.2

Exhibit 24.2

EQUITY COMMONWEALTH

RESOLUTIONS OF THE BOARD OF TRUSTEES

June 13, 2023

9.Form S-8 Registration Statement

WHEREAS, the [Board of Trustees (the “Board”) of Equity Commonwealth, a Maryland real estate investment trust (the “Company”)] previously approved an amendment of the Equity Commonwealth 2015 Omnibus Incentive Plan (as amended, the “2015 Incentive Plan”) to increase the number of shares authorized for issuance by 1,650,000 to 7,400,000 (the “Plan Amendment”) and submission of the Plan Amendment to the Company’s shareholders for approval;

WHEREAS, the Board also previously authorized, upon receipt of shareholder approval of the Plan Amendment, the [Company’s executive officers, or any person authorized by such executive officers (the “Authorized Officers”)], or any one or more of them, to execute and cause to be filed with the SEC a registration statement on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, the additional common share issuable under the 2015 Incentive Plan following the Plan Amendment (the “Form S-8 Registration Statement”); and

WHEREAS, to facilitate the filing of the Form S-8 Registration Statement, the Board desires to authorize the execution of a power of attorney by any officer, trustee or employee of the Company who may be required to execute the Form S-8 Registration Statement.

NOW, THEREFORE, BE IT RESOLVED, that each officer, trustee or employee of the Company who may be required to execute such Form S-8 Registration Statement or any amendments thereto (whether on behalf of the Company, or as an officer or trustee thereof, or otherwise), be and hereby is authorized to execute a power of attorney appointing one or more Authorized Officers, and each of them acting singly, his or her true and lawful attorney or attorneys to execute in his or her name, place and stead (in any such capacity) Form S-8 Registration Statements, and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the SEC, each of said attorneys to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of said officers, trustees and employees, or any of them, as the case may be, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as any such officer, trustee or employee might or could do in person.

* * *

13.General Authorization and Ratification

RESOLVED, that the Authorized Officers, or any one or more of them, hereby are authorized and directed to take such action and to execute and deliver such documents and to perform such acts in the name and on behalf of the Company as they deem necessary or appropriate in effecting all or any of the foregoing resolutions (such determination to be conclusively, but not exclusively, evidenced by the taking of such actions or the execution, delivery and filing of such documents by any Authorized Officer without any further action or approval by the Board);

RESOLVED FURTHER, that the Authorized Officers, or any one or more of them, hereby are authorized to pay all such fees, costs, expenses and taxes incurred by or on behalf of the Company as the Authorized Officers, or any one or more of them, may determine to be necessary or advisable in connection with the actions contemplated by the foregoing resolutions (such determination to be conclusively, but not exclusively, evidenced by such payment without any further action or approval by the Board); and

RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by the Authorized Officers, or any one or more of them, or by any of the other officers of the Company in furtherance of the foregoing resolutions hereby are ratified and confirmed as the act and deed of the Company.

* * * * *

2

EX-99.4

Exhibit 99.4

Amendment No. 3

To The

Equity Commonwealth 2015 Omnibus Incentive Plan

Pursuant to Section 5.2 of the Equity Commonwealth 2015 Omnibus Incentive Plan, as amended from time to time (the “Plan”), the Board of Trustees of Equity Commonwealth (the “Board”), at a meeting of the Board held on March 14, 2023, has duly adopted a resolution approving this Amendment No. 3 to the Plan (this “Amendment”) to amend the Plan as set forth below, subject to approval of this Amendment by the Company’s stockholders. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meaning given to them in the Plan.

1.Section 4.1. The first sentence of Section 4.1 of the Plan is hereby amended to read in its entirety as follows:

Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 18, the maximum number of shares of Stock available for issuance under the Plan shall be seven million four hundred thousand (7,400,000) shares of Stock.

2.This Amendment shall be and is hereby incorporated into and forms a part of the Plan.

3.Except as modified by the Amendment, the terms of the Plan remain unmodified and in full force and effect.

IN WITNESS WHEREOF, this Amendment is made effective as of June 13, 2023.

EQUITY COMMONWEALTH
By:	/s/ William H. Griffiths
	William H. Griffiths
	Executive Vice President, CFO and Treasurer