Form 4: City Office REIT Director Sells Shares Post-Merger
Merger Completion / Insider Transaction Report
City Office REIT Director Mark Murski reported the disposition of common stock and restricted stock units following the company's merger into a subsidiary of MCME Carell Holdings, LP.
Summary
- 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, a Delaware limited partnership.
- The merger was effective on January 9, 2026, pursuant to an Agreement and Plan of Merger dated July 23, 2025.
- Each share of City Office REIT's common stock converted into the right to receive $7.00 per share in cash.
- Each outstanding Restricted Stock Unit (RSU) previously issued to the Reporting Person also converted into the right to receive an amount in cash equal to the Merger Consideration Price of $7.00.
- Mark Wilhelm Murski, a Director of City Office REIT, disposed of 38,337 shares of common stock.
- Mark Wilhelm Murski also disposed of 21,392 Restricted Stock Units.
- As of January 9, 2026, Mark Wilhelm Murski is no longer subject to Section 16 in connection with transactions of securities of the Issuer.
Sentiment
Score: 7
Explanation: The filing reports the successful completion of a merger, resulting in a cash payout for shareholders and RSU holders, including the reporting director. This indicates a positive outcome for those holding the company's securities prior to the merger.
Positives
- The merger successfully completed, providing a cash payout to shareholders and RSU holders.
- Mark Murski received cash for his common stock and Restricted Stock Units, totaling $418,103 ($268,359 for common stock and $149,744 for RSUs), providing liquidity.
Negatives
- City Office REIT, Inc. ceased to exist as an independent publicly traded entity, becoming a wholly-owned subsidiary.
- Shareholders no longer hold equity in the former City Office REIT.
Future Outlook
City Office REIT, Inc. has ceased to be an independent public entity, having merged into a wholly-owned subsidiary of MCME Carell Holdings, LP. There are no forward-looking statements for the former public entity.
Industry Context
This filing reflects the completion of a merger, a common occurrence in the real estate investment trust (REIT) sector, often driven by consolidation strategies, market conditions, or private equity interest in acquiring public assets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Mark Wilhelm Murski | N/A (company merged) | 01/09/2026 | Merger of City Office REIT, Inc. into a wholly-owned subsidiary, resulting in the cessation of the public entity and the Reporting Person no longer being subject to Section 16. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Merger and Dissolution of Public Entity | City Office REIT, Inc. merged with and into MCME Carell Merger Sub, LLC, with Merger Sub surviving as a wholly-owned subsidiary of Parent. This fundamentally alters the corporate governance structure, as the public company ceases to exist. | 01/09/2026 | The public company's board of directors and corporate governance framework are dissolved, replaced by the governance structure of the acquiring private entity. |
Stakeholder Impact
- Shareholders: Received $7.00 per share in cash for their common stock, providing a definitive exit and liquidity.
- Restricted Stock Unit Holders: Received $7.00 per unit in cash, monetizing their equity awards.
- Employees: Employees of the former City Office REIT, Inc. are now employees of a private subsidiary, potentially impacting compensation structures, benefits, and corporate culture.
- Creditors: The merger may impact the credit profile and covenants of the former entity's debt, now under the ownership of MCME Carell Holdings, LP.
Next Steps
- The former City Office REIT, Inc. will operate as a wholly-owned subsidiary of MCME Carell Holdings, LP.
- The Reporting Person, Mark Murski, is no longer subject to Section 16 reporting requirements for the Issuer.
Key Dates
| Date | Description |
|---|---|
| 07/23/2025 | Date of the Agreement and Plan of Merger between City Office REIT, Inc., MCME Carell Holdings, LP, and MCME Carell Merger Sub, LLC. |
| 01/09/2026 | Merger Effectiveness Time; Transaction Date for disposition of common stock and Restricted Stock Units; Date Reporting Person is no longer subject to Section 16. |
Keywords
Merger, City Office REIT, CIO, MCME Carell Holdings, Form 4, Insider Transaction, Common Stock, Restricted Stock Units, Real Estate Investment Trust
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