Form 4: City Office REIT Director Sells All Holdings Post-Merger

Director John R. McLernon reported the disposition of all his City Office REIT securities following the company's merger into a subsidiary of MCME Carell Holdings, LP, receiving $7.00 per share in cash.

Summary

• City Office REIT, Inc. completed its merger with Merger Sub, a wholly-owned subsidiary of MCME Carell Holdings, LP, on January 9, 2026.
• Each share of City Office REIT common stock was converted into the right to receive $7.00 per share in cash.
• Director John R. McLernon disposed of 33,679 shares of common stock held directly and 7,500 shares held indirectly through McLernon Holdings Ltd, receiving $7.00 per share for each.
• McLernon's 21,392 Restricted Stock Units and Performance Restricted Stock Units also converted into the right to receive cash equal to the $7.00 per share merger consideration price.
• Following these transactions, John R. McLernon beneficially owns 0 securities of the Issuer and is no longer subject to Section 16 reporting requirements for City Office REIT, Inc.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received a cash payout at a predetermined price, providing liquidity. It is neutral for the company itself, as it ceases to exist as an independent entity.

Positives

• Shareholders of City Office REIT, including Director John R. McLernon, received a cash payout of $7.00 per share for their common stock and equity awards.
• The merger provides a clear exit strategy and liquidity for investors at a predetermined price.

Negatives

• City Office REIT, Inc. ceases to exist as an independent publicly traded entity, becoming a wholly-owned subsidiary of MCME Carell Holdings, LP.
• Equity holders no longer have an ownership stake in the former City Office REIT and will not participate in any future appreciation of the underlying assets.

Future Outlook

The filing reports on a completed merger, indicating that City Office REIT, Inc. has been acquired and no longer operates as an independent public entity. Therefore, there are no forward-looking statements or guidance for the former issuer.

Industry Context

This transaction reflects a trend of consolidation within the real estate investment trust (REIT) sector, often driven by private equity firms seeking to acquire and privatize public companies. Such mergers can offer immediate liquidity to shareholders and allow the acquiring entity to implement long-term strategies away from public market scrutiny.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $7.00 per share in cash for their holdings, providing immediate liquidity and a defined return on investment.
• Employees: The future employment status and terms for City Office REIT employees would now be subject to the policies and integration plans of the acquiring entity, MCME Carell Holdings, LP.
• Management: The existing management structure of City Office REIT, including its directors, has been dissolved as the company became a subsidiary.

Next Steps

• John R. McLernon is no longer subject to Section 16 reporting requirements for City Office REIT, Inc. securities.

Key Dates

Keywords

Merger, REIT, Insider Transaction, Form 4, City Office REIT, CIO, Equity Disposition, Cash Payout, Corporate Acquisition