Form 4: City Office REIT Director Exits Equity Post-Merger

Sabah Mirza, a director of City Office REIT, Inc., reported the disposition of common stock and restricted stock units following the company's merger into a wholly-owned subsidiary.

Summary

• Sabah Mirza, a Director of City Office REIT, Inc. (CIO), reported the disposition of all beneficial ownership in the company.
• The disposition occurred on January 9, 2026, which was the Merger Effectiveness Time.
• City Office REIT, Inc. merged with and into MCME Carell Merger Sub, LLC, a Maryland limited liability company, which is a wholly-owned subsidiary of MCME Carell Holdings, LP.
• Each share of City Office REIT's common stock converted into the right to receive $7.00 per share in cash.
• Outstanding Restricted Stock Units (RSUs) also converted into the right to receive an amount in cash equal to the Merger Consideration Price of $7.00.
• Sabah Mirza disposed of 18,813 shares of common stock and 21,392 Restricted Stock Units.
• Following these transactions, Sabah Mirza beneficially owns 0 shares of common stock and 0 derivative securities.
• As of January 9, 2026, Sabah Mirza is no longer subject to Section 16 reporting requirements for City Office REIT, Inc. securities.

Sentiment

Score: 7

Explanation: The filing reports the successful and expected completion of a merger, resulting in a definitive cash payment to shareholders and the reporting person. This is a neutral to slightly positive event as the transaction concluded as planned, providing a clear exit for equity holders.

Positives

• The merger of City Office REIT, Inc. was successfully completed, providing a definitive cash exit for shareholders at $7.00 per share.
• The reporting person, Sabah Mirza, received cash for all equity holdings, including common stock and Restricted Stock Units, as per the merger agreement.

Negatives

• City Office REIT, Inc. is no longer a publicly traded company, meaning its common stock is no longer available for public investment.
• The reporting person no longer holds any equity interest in the former public entity.

Risks

• No new risks are introduced by this Form 4 filing, as it reports the completion of a previously announced merger. The primary risk of the merger not closing has been resolved.

Future Outlook

City Office REIT, Inc. has merged into a wholly-owned subsidiary and is no longer a publicly traded entity. Therefore, there is no public future outlook for the former issuer as a standalone company.

Industry Context

This filing represents the final stage of a corporate acquisition in the real estate investment trust (REIT) sector, where a public company is taken private. Such transactions are common for consolidation or strategic shifts in ownership.

Comparison to Industry Standards

• The disposition of shares and restricted stock units by a director following a company's merger into a private entity is a standard and expected outcome in such corporate transactions.
• The cash consideration of $7.00 per share for common stock and restricted stock units is the previously agreed-upon merger price, consistent with the terms of the Merger Agreement dated July 23, 2025.
• This type of insider transaction reporting (Form 4) is a routine regulatory requirement for directors and officers post-merger, ensuring transparency of final equity holdings.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of City Office REIT, Inc. received $7.00 per share in cash for their common stock and Restricted Stock Units, concluding their investment in the public entity.

Next Steps

• For the reporting person, Sabah Mirza, there are no further Section 16 reporting obligations related to City Office REIT, Inc. securities.
• City Office REIT, Inc. will operate as a private, wholly-owned subsidiary of MCME Carell Holdings, LP.

Key Dates

Keywords

City Office REIT, CIO, Merger, Sabah Mirza, Form 4, Insider Transaction, Beneficial Ownership, Real Estate, REIT