Form 4: City Office REIT President Sells All Shares Post-Merger

City Office REIT's President & COO, Gregory Tylee, disposed of all his beneficial ownership following the company's merger into a subsidiary of MCME Carell Holdings, LP for $7.00 per share.

Summary

• Gregory Tylee, President & COO of City Office REIT, Inc. (CIO), reported the disposition of all his beneficial ownership in the company.
• The transactions occurred on January 9, 2026, coinciding with the effectiveness of the merger where City Office REIT, Inc. merged into MCME Carell Merger Sub, LLC, a wholly-owned subsidiary of MCME Carell Holdings, LP.
• Each share of City Office REIT common stock converted into the right to receive $7.00 per share in cash.
• Tylee disposed of 612,398 shares of common stock directly owned and 3,312 shares indirectly owned through his spouse.
• Additionally, 137,153 Restricted Stock Units (RSUs) and 416,085 Performance Restricted Stock Units (PRSUs) were converted into cash at the $7.00 per share merger consideration price.
• The Performance Restricted Stock Units were assumed to have achieved all performance-based vesting conditions at the actual level of performance through the merger effectiveness time.
• Following these transactions, Gregory Tylee is no longer subject to Section 16 reporting requirements for City Office REIT securities.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as they successfully cashed out all their equity holdings at a defined price due to a merger. For the company's public shareholders, it represents a completed exit at a specific valuation.

Positives

• The reporting person, Gregory Tylee, successfully cashed out all his equity holdings (common stock, RSUs, and PRSUs) in City Office REIT at a fixed price of $7.00 per share due to the merger.
• The merger provided a clear liquidity event for shareholders, including management, at a defined cash price.

Negatives

• City Office REIT, Inc. ceased to exist as an independent publicly traded entity, becoming a wholly-owned subsidiary of MCME Carell Holdings, LP.
• Shareholders, including the reporting person, no longer have exposure to any potential future upside from City Office REIT's operations as a public company.

Risks

• The primary risk for public shareholders of City Office REIT, Inc. was the potential failure of the merger to close, which has now been mitigated by its completion.
• For the reporting person, the risk associated with holding City Office REIT's equity has been eliminated through the cash-out.

Future Outlook

City Office REIT, Inc. is now a wholly-owned subsidiary of MCME Carell Holdings, LP and is no longer a publicly traded entity. Therefore, there is no public future outlook or guidance provided.

Industry Context

This transaction reflects ongoing consolidation within the real estate investment trust (REIT) sector, where private equity firms or larger entities acquire public REITs to take them private, often driven by valuation discrepancies or strategic portfolio adjustments. The $7.00 per share cash consideration provides a definitive exit for public shareholders.

Management Changes

Corporate Governance

Related Party Transactions

• Gregory Tylee disposed of 3,312 shares of common stock indirectly owned through his spouse, which were also converted into cash at the merger consideration price.

Stakeholder Impact

• Shareholders of City Office REIT, Inc. received $7.00 per share in cash for their common stock, providing a definitive return on their investment.
• Employees holding equity (like the reporting person) had their Restricted Stock Units and Performance Restricted Stock Units converted to cash, providing a liquidity event for their compensation.

Next Steps

• The reporting person, Gregory Tylee, is no longer subject to Section 16 reporting requirements for City Office REIT securities.

Key Dates

Keywords

City Office REIT, CIO, Merger, Insider Transaction, Form 4, Gregory Tylee, MCME Carell Holdings, Real Estate, REIT, Equity Disposition, Restricted Stock Units, Performance Restricted Stock Units