Form 4: City Office REIT CEO Sells All Shares in Merger Exit

City Office REIT CEO James Farrar disposed of all his common stock, restricted stock units, and performance restricted stock units following the company's merger on January 9, 2026.

Summary

• James Thomas Farrar, CEO and Director of City Office REIT, Inc. (CIO), reported the disposal of all his beneficial ownership in the company's securities.
• The transactions occurred on January 9, 2026, which was the Merger Effectiveness Time.
• City Office REIT, Inc. merged with and into MCME Carell Merger Sub, LLC, becoming a wholly-owned subsidiary of MCME Carell Holdings, LP.
• Each share of City Office REIT common stock converted into the right to receive $7.00 per share in cash.
• Farrar disposed of 469,159 shares of common stock directly, 31,931 shares indirectly through family members, and 200,000 shares indirectly through Holdco.
• He also disposed of 137,153 Restricted Stock Units and 416,085 Performance Restricted Stock Units.
• Both Restricted Stock Units and Performance Restricted Stock Units converted into the right to receive cash equal to the $7.00 Merger Consideration Price, with performance-based vesting conditions for PRSUs assumed to be achieved.
• As of January 9, 2026, Farrar is no longer subject to Section 16 reporting requirements for City Office REIT securities.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received a cash payout at a fixed price, providing certainty and liquidity. However, it marks the end of the independent public company, which could be viewed neutrally or negatively by those seeking long-term equity participation.

Positives

• The merger provided a clear cash exit for shareholders at a fixed price of $7.00 per share, offering liquidity and certainty.
• The reporting person, James Farrar, realized cash for all his equity and equity-linked holdings in the company.

Negatives

• City Office REIT, Inc. ceased to exist as an independent publicly traded entity following the merger.
• Shareholders no longer have an equity interest in the former City Office REIT, Inc. and cannot participate in any future growth or value appreciation of the underlying assets under the new ownership.

Risks

• The reporting person disclaims beneficial ownership of securities held indirectly through family members and Holdco, stating the report should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

Future Outlook

As City Office REIT, Inc. has been acquired and merged into a wholly-owned subsidiary, there is no forward-looking guidance or outlook provided for the former public entity. Its future operations and strategic direction will be determined by its new parent company.

Management Comments

• The Reporting Person disclaims beneficial ownership of securities held indirectly through family members and Holdco, stating this report shall not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

Industry Context

This transaction represents a consolidation event within the real estate investment trust (REIT) sector, where a publicly traded entity is acquired by a private entity. Such mergers are common in mature industries, often driven by strategic repositioning, market valuations, or private equity interest in stable asset classes.

Comparison to Industry Standards

• The filing does not provide specific financial metrics or operational results of City Office REIT, Inc. that would allow for a direct comparison to industry peers or global benchmarks.
• The $7.00 per share merger consideration price is the specific outcome for shareholders, but without details on the company's historical performance, asset valuations, or market multiples of comparable REIT acquisitions, a detailed assessment against industry standards is not possible based solely on this filing.

Management Changes

Corporate Governance

Related Party Transactions

• James Farrar's indirect beneficial ownership included shares held through family members and a Holdco, which were also disposed of as part of the merger.

Stakeholder Impact

• Shareholders: Received $7.00 per share in cash for their common stock, RSUs, and PRSUs, providing a definitive exit and liquidity.
• Employees: The filing does not detail the impact on employees, but typically, mergers can lead to changes in employment terms or organizational structure.

Next Steps

• The former City Office REIT, Inc. will operate as a wholly-owned subsidiary of MCME Carell Holdings, LP.
• The reporting person, James Farrar, is no longer subject to Section 16 reporting requirements for the issuer.

Key Dates

Keywords

City Office REIT, CIO, Merger, Acquisition, Form 4, Insider Transaction, James Farrar, Common Stock, Restricted Stock Units, Performance Restricted Stock Units, Real Estate Investment Trust