Form 4: City Office REIT Director Acquires Additional Restricted Stock Units

City Office REIT, Inc. Director Sabah Mirza acquired 306 Restricted Stock Units as a dividend equivalency payment, increasing total RSU holdings to 21,392.

Summary

• Sabah Mirza, a Director of City Office REIT, Inc. (CIO), acquired 306 Restricted Stock Units (RSUs) on July 24, 2025.
• These 306 RSUs represent a dividend equivalency payment related to previously issued Restricted Stock Units.
• The RSUs convert into common stock on a one-for-one basis under the Company's Equity Incentive Plan.
• Following this transaction, Sabah Mirza beneficially owns a total of 21,392 Restricted Stock Units.
• The acquired RSUs will vest on the same dates and under the same terms as the underlying Restricted Stock Units, which vest in three substantially equal installments on each of the first three annual anniversaries of their initial Grant Date, subject to continued service.
• Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The filing indicates a routine compensation event for a director, which is a neutral to slightly positive development as it aligns interests, but it is not a significant catalyst for the company's performance or stock price.

Positives

• The acquisition of Restricted Stock Units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The grant of dividend equivalency units is a standard component of executive and director compensation plans, reflecting a routine operation of the company's equity incentive program.

Negatives

• The eventual conversion of RSUs to common stock will result in minor dilution for existing shareholders, although the amount of 306 units is negligible in the context of a publicly traded company.

Risks

• The vesting of the Restricted Stock Units is generally subject to the participant's continued service through each applicable vesting date, meaning the director must remain with the company to fully realize the value of the units.
• The value of the Restricted Stock Units upon vesting is dependent on the future market price of City Office REIT's common stock, exposing the recipient to market risk.

Future Outlook

The acquired Restricted Stock Units are scheduled to vest on the same dates and under the same terms as the underlying RSUs, which vest in three substantially equal installments on each of the first three annual anniversaries of their initial Grant Date, leading to future delivery of common stock.

Industry Context

The granting of Restricted Stock Units, including dividend equivalency payments, is a common practice in the real estate investment trust (REIT) sector and broader corporate landscape to compensate directors and executives, align their interests with shareholders, and encourage long-term retention.

Comparison to Industry Standards

• The use of Restricted Stock Units as a compensation mechanism is a standard practice across various industries, including REITs, aligning with global benchmarks for executive and director remuneration.
• The one-for-one conversion of RSUs to common stock is typical for such equity incentive plans.
• Vesting schedules tied to continued service and multi-year installments are also standard, comparable to practices at companies like Prologis (PLD) or Simon Property Group (SPG) for their non-cash compensation components.

Corporate Governance

Related Party Transactions

• The acquisition of 306 Restricted Stock Units by Sabah Mirza, a Director of City Office REIT, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: Experience minor, long-term dilution from the eventual conversion of RSUs to common stock, but benefit from increased alignment of director interests with company performance.
• Employees: No direct impact mentioned, but the Equity Incentive Plan provides a framework for equity compensation that may extend to other employees.
• Director (Sabah Mirza): Receives additional equity compensation, increasing their stake and aligning their financial interests with the company's long-term success.

Next Steps

• The Restricted Stock Units will vest in three substantially equal installments on each of the first three annual anniversaries of the initial Grant Date of the underlying RSUs.
• Vested shares will be delivered to Sabah Mirza promptly upon the vesting of the related restricted stock units.

Key Dates

Keywords

Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Incentive Plan, Dividend Equivalency, SEC Form 4, City Office REIT, CIO, Corporate Governance