Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

 Common Share Issuances:

See Note 8 for information regarding equity issuances related to share-based compensation.

Common Share Repurchases:

On August 24, 2015, our Board of Trustees approved a common share repurchase program. On March 1, 2021, our Board of Trustees authorized the repurchase of up to $150.0 million of our outstanding common shares through June 30, 2022, and on December 14, 2021, our Board of Trustees authorized the repurchase of up to an additional $150.0 million of our outstanding common shares through December 31, 2022. On March 15, 2022, our Board of Trustees authorized the repurchase of up to $150.0 million of our outstanding common shares through June 30, 2023. On June 13, 2023, our Board of Trustees authorized the repurchase of up to $150.0 million of our outstanding common shares from July 1, 2023 through June 30, 2024.

During the year ended December 31, 2023, we repurchased and retired 3,018,411 of our common shares at a weighted average price of $18.78 per share, for a total investment of $56.7 million. During the year ended December 31, 2022, we repurchased and retired 6,110,646 of our common shares at a weighted average dividend adjusted price of $24.64 per share, for a total investment of $155.5 million. During the year ended December 31, 2021, we repurchased and retired 6,735,810 of our common shares at a weighted average price of $25.85 per share, for a total investment of $174.1 million. The share repurchases in 2022 discussed in this paragraph were completed prior to the special, one-time cash distributions in that year, which was in the amount of $1.00 per common share/unit paid on October 18, 2022. As of December 31, 2023, we had $93.3 million of remaining availability under our share repurchase program, which expires on June 30, 2024.

During the years ended December 31, 2023, 2022 and 2021, certain of our employees and former employees surrendered 134,193, 160,506 and 245,560 common shares owned by them, respectively, to satisfy their statutory tax withholding obligations in connection with the vesting of such common shares pursuant to our equity compensation plans.

Common Share and Unit Distributions:

On February 13, 2023, our Board of Trustees declared a special, one-time cash distribution of $4.25 per common share/unit to shareholders/unitholders of record on February 23, 2023. On March 9, 2023, we paid this distribution to such shareholders/unitholders in the aggregate amount of $468.3 million.

On September 8, 2022, our Board of Trustees declared a special, one-time cash distribution of $1.00 per common share/unit to shareholders/unitholders of record on September 29, 2022. On October 18, 2022, we paid this distribution to such shareholders/unitholders in the aggregate amount of $111.0 million.

In February 2023, 2022 and 2021, the number of earned awards for recipients of the Company’s restricted stock units and market-based LTIP Units granted in January 2020, 2019, and 2018, respectively, was determined. Pursuant to the terms of such awards, we paid one-time catch-up cash distributions to these recipients in the aggregate amounts of $1.8 million, $1.5 million, and $6.0 million, in February 2023, 2022, and 2021, respectively, for distributions to common shareholders and unitholders declared by our Board of Trustees during such awards’ performance measurement period.

The following characterizes distributions paid per common share for the years ended December 31, 2023, 2022, and 2021:

	Year Ended December 31,
	2023		2022		2021
Ordinary income	63.91	%	99.07	%	—	%
Return of capital	36.09	%	0.93	%	—	%
Capital gain	—	%	—	%	—	%
Unrecaptured Section 1250 gain	—	%	—	%	—	%
	100.00	%	100.00	%	—	%

Series D Preferred Shares:

Each of our 4,915,196 series D cumulative convertible preferred shares accrue dividends of $1.625, or 6.50% per annum of the liquidation amount, payable in equal quarterly payments. Our series D preferred shares are convertible, at the holder’s option, into our common shares at a conversion rate of 0.8204 common shares per series D preferred share, which is equivalent to a conversion price of $30.47 per common share, or 4,032,427 additional common shares at December 31, 2023. The conversion rate changed from 0.6846 to 0.8204 common shares per series D preferred share effective February 24, 2023 as a result of the common share distribution declared by our Board of Trustees in 2023. The conversion rate changed from 0.6585 to 0.6846 common shares per series D preferred share effective September 30, 2022 as a result of the common share distribution declared by our Board of Trustees in 2022.

If our common shares trade at or above the then applicable conversion price, we may, at our option, convert some or all of the series D preferred shares into common shares at the then applicable conversion rate. If a fundamental change occurs, which generally will be deemed to occur upon a change in control or a termination of trading of our common shares (or other equity securities into which our series D preferred shares are then convertible), holders of our series D preferred shares will have a special right to convert their series D preferred shares into a number of our common shares per $25.00 liquidation preference, plus accrued and unpaid distributions, divided by 98% of the average closing market price of our common shares for a specified period before such event is effective, unless we exercise our right to repurchase these series D preferred shares for cash, at a purchase price equal to 100% of their liquidation preference, plus accrued and unpaid distributions. The issuance of a large number of common shares as a result of the exercise of this conversion right after a fundamental change may have a dilutive effect on net income attributable to Equity Commonwealth common shareholders per share for future periods. As of December 31, 2023, we had 4,915,196 outstanding series D preferred shares that were convertible into 4,032,427 of our common shares.

Preferred Share Distributions:

Under our governing documents and Maryland law, distributions to our shareholders are to be authorized and declared by our Board of Trustees. In 2023, our Board of Trustees declared distributions on our series D preferred shares to date as follows:

Declaration Date	Record Date	Payment Date	Dividend Per Share
January 13, 2023	January 31, 2023	February 15, 2023	$	0.40625
April 13, 2023	April 28, 2023	May 15, 2023	$	0.40625
July 13, 2023	July 31, 2023	August 15, 2023	$	0.40625
October 16, 2023	October 31, 2023	November 15, 2023	$	0.40625

The following characterizes distributions paid per preferred share for the years ended December 31, 2023, 2022, and 2021:

	Year Ended December 31,
	2023		2022		2021
Ordinary income	100.00	%	100.00	%	—	%
Return of capital	—	%	—	%	100.00	%
Capital gain	—	%	—	%	—	%
Unrecaptured Section 1250 gain	—	%	—	%	—	%
	100.0	%	100.0	%	100.00	%