Form 4: City Office REIT CFO Sells Shares in Merger

City Office REIT's Chief Financial Officer, Anthony Maretic, disposed of all his common stock and converted restricted stock units into cash following the company's merger into a subsidiary of MCME Carell Holdings, LP at $7.00 per share.

Summary

• City Office REIT, Inc. (CIO) merged with and into MCME Carell Merger Sub, LLC, a wholly-owned subsidiary of MCME Carell Holdings, LP, on January 9, 2026.
• At the Merger Effectiveness Time, each share of City Office REIT's common stock converted into the right to receive $7.00 per share in cash.
• Anthony Maretic, Chief Financial Officer, disposed of 227,778 shares of common stock.
• Mr. Maretic's 61,886 Restricted Stock Units (RSUs) converted into the right to receive cash equal to the Merger Consideration Price.
• His 184,037 Performance Restricted Stock Units (PRSUs) also converted into the right to receive cash at the Merger Consideration Price, assuming all performance conditions were met at the actual level through the merger date.
• Following these transactions, Mr. Maretic is no longer subject to Section 16 reporting requirements for City Office REIT, Inc.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger successfully closed, providing a cash payout to shareholders and converting executive equity awards as planned. However, the company's cessation as an independent entity prevents a higher score.

Positives

• The merger successfully closed, providing a definitive cash payout of $7.00 per share to shareholders.
• The Chief Financial Officer's equity awards (RSUs and PRSUs) were converted into cash at the merger price, providing liquidity.

Negatives

• City Office REIT, Inc. ceased to exist as an independent publicly traded entity.
• Shareholders no longer have an equity interest in the company and will not participate in any future growth or value appreciation.

Risks

• No new risks are presented in this Form 4, as it reports on the completion of a merger. The primary risk of the merger not closing has been resolved.

Future Outlook

City Office REIT, Inc. is now a wholly-owned subsidiary of MCME Carell Holdings, LP, and no longer operates as an independent public entity. Therefore, there is no independent future outlook for the former public company.

Management Comments

• As of January 9, 2026, the Reporting Person is no longer subject to Section 16 in connection with transactions of securities of the Issuer.

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 or market valuations.

Comparison to Industry Standards

• This Form 4 reports on the finalization of an acquisition, which is a standard corporate action. The cash consideration of $7.00 per share reflects the agreed-upon valuation from the merger agreement dated July 23, 2025. Without specific details on the valuation multiples (e.g., price/FFO, cap rates) used in the merger agreement, a direct comparison to other REIT acquisitions (e.g., Blackstone's acquisition of PS Business Parks or Prologis's acquisition of Duke Realty) is not possible from this filing alone. However, the completion of the merger at the stated price is consistent with typical M&A processes.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $7.00 per share in cash, concluding their investment in the public entity.
• Employees (including management): Equity awards were converted to cash, providing liquidity.
• Company (as a public entity): Ceased to exist, becoming a private subsidiary.

Next Steps

• For former shareholders, the next step is to receive the cash consideration for their shares.
• For the reporting person, no further Section 16 filings are required for City Office REIT, Inc.

Key Dates

Recommendation

The company, City Office REIT, Inc., has been acquired and merged into a subsidiary, meaning its common stock is no longer publicly traded. Shareholders received $7.00 per share in cash, effectively mandating a 'sell' or conversion of their holdings. There is no longer an independent public entity to invest in.

Keywords

City Office REIT, CIO, Merger, Form 4, Insider Transaction, Anthony Maretic, Restricted Stock Units, Performance Restricted Stock Units, MCME Carell Holdings, Real Estate Investment Trust