[8-K] City Office REIT, Inc. Reports Material Event

Rhea-AI Filing Summary

City Office REIT, Inc. approved its merger with MCME Carell Merger Sub, LLC at a special meeting on October 16, 2025. The Merger Proposal received 26,148,345 votes for, 198,064 against, and 123,832 abstentions, meeting the majority of outstanding shares standard. As of the September 5, 2025 record date, 40,363,640 common shares were outstanding; 26,470,241 shares were voted, representing approximately 65.58% of eligible votes, constituting a quorum.

The Advisory Compensation Proposal was not approved, with 11,281,397 votes for and 14,895,213 against. The adjournment proposal was not needed. Closing of the merger remains subject to satisfaction or waiver of the Merger Agreement conditions, and the company anticipates completion in the fourth quarter of 2025.

Positive

• Merger Proposal approved by a majority of outstanding shares, advancing the transaction toward anticipated Q4 2025 closing, subject to stated conditions.

Negative

• None.

Insights

M&A and REIT governance analyst

Shareholders cleared a key merger hurdle; closing still conditional.

City Office REIT obtained common stockholder approval for the merger, with 26,148,345 votes in favor. This meets the majority of outstanding shares threshold, a critical condition for transactions structured as mergers where stockholder consent is required.

The company disclosed that closing remains subject to satisfaction or waiver of conditions in the Merger Agreement. This means regulatory, contractual, and other closing conditions must still be met before the merger completes.

The company anticipates closing in Q4 2025. Actual completion will depend on fulfillment of the stated conditions. The non-binding advisory compensation proposal failed, which does not affect merger approval but reflects voting sentiment on transaction-related pay.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2025

City Office REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		001-36409		98-1141883
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

666 Burrard Street, Suite 3210,
Vancouver, British Columbia				V6C 2X8
(Address of principal executive offices)				(Zip Code)

(604) 806-3366

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CIO		New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share		CIO.PrA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 16, 2025, City Office REIT, Inc., a Maryland corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) at the Company’s corporate offices in Vancouver, British Columbia. At the Special Meeting, the holders of the Company’s common stock, par value $0.01 per share (“Common Stock”), voted on proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 23, 2025, by and among the Company, MCME Carell Holdings, LP, a Delaware limited partnership, and MCME Carell Merger Sub, LLC, a Maryland limited liability company (“Merger Sub”), each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission and first mailed to the Company’s stockholders on or about September 8, 2025. The Merger Agreement provides for the merger of the Company with and into Merger Sub, with Merger Sub surviving the merger (the “Merger”).

As of the close of business on September 5, 2025, the record date for the Special Meeting, there were 40,363,640 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote with respect to each of the proposals submitted at the Special Meeting. A total of 26,470,241 shares of Common Stock of the Company were voted in person or by proxy, representing approximately 65.58% of the votes entitled to be cast at the Special Meeting, which constituted a quorum for the transaction of business at the Special Meeting. At the Special Meeting, the Company’s common stockholders were asked to consider and vote on the following matters:

• a proposal to approve the Merger as contemplated by the Merger Agreement (the “Merger Proposal”); and

• a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”).

At the Special Meeting, the Company’s common stockholders approved the Merger Proposal, but did not approve the Advisory Compensation Proposal. In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the Company’s common stockholders for approval at the Special Meeting.

The final voting results for each proposal are set forth below.

The Merger Proposal

At the Special Meeting, the Merger Proposal was approved, having received “for” votes from holders of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Proposal at the Special Meeting. The table below sets forth the voting results for this proposal:

Votes For		Votes Against		Abstentions
26,148,345		198,064		123,832

Advisory Compensation Proposal

At the Special Meeting, the Advisory Compensation Proposal was not approved, having not received “for” votes from a majority of the votes cast on the proposal at the Special Meeting. The table below sets forth the voting results for this proposal:

Votes For		Votes Against		Abstentions
11,281,397		14,895,213		293,631

Closing of the Merger is subject to satisfaction or waiver of the conditions set forth in the Merger Agreement, and the Company anticipates the Merger will be completed in the fourth quarter of 2025.

Item 8.01 Other Events.

On October 16, 2025, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-looking Statements

This Current Report on Form 8-K (“Current Report”) contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements contained in this Current Report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Company’s current beliefs as to the outcome and timing of future events. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hypothetical,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or other similar words or expressions.

There can be no assurance that actual results of forward-looking statements, including but not limited to the consummation of the proposed Merger, will be those anticipated by the Company. Forward-looking statements presented in this Current Report are based on management’s beliefs and assumptions made by, and information currently available to, management. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements set forth in this Current Report: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement contemplating the Merger or the pending Pima Center disposition; the outcome of any legal proceedings that have been or may be instituted against the Company and others following announcement of the Merger Agreement; the inability to complete the proposed Merger due to the failure to satisfy the conditions to the Merger, including meeting the closing conditions more fully described in the Merger Agreement; risks that the proposed Merger disrupts current plans and operations of the Company; potential difficulties in employee retention as a result of the proposed Merger; legislative, regulatory and economic developments; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Merger; the effect of the announcement of the proposed Merger and the pending Pima Center disposition on the Company’s relationships with tenants, operating results and business generally, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in the Company’s news releases and filings with the SEC, including but not limited to those described in the Form 10-K under the heading “Risk Factors” and in the Company’s subsequent reports filed with the SEC, many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove to be incorrect, the Company’s actual results may vary in material respects from what it may have expressed or implied by these forward-looking statements. The Company cautions that you should not place undue reliance on any of its forward-looking statements. Any forward-looking statement made by the Company in this Current Report speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not guarantee that the assumptions underlying such forward-looking statements contained in this Current Report are free from errors. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, issued October 16, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CITY OFFICE REIT, INC.
Date: October 16, 2025				By:		/s/ Anthony Maretic
				Name:		Anthony Maretic
				Title:		Chief Financial Officer, Secretary and Treasurer

FAQ

What did City Office REIT (CIO) shareholders approve at the special meeting?

Shareholders approved the Merger Proposal with 26,148,345 votes for, 198,064 against, and 123,832 abstentions.

How many City Office REIT (CIO) shares were outstanding and voted?

Shares outstanding were 40,363,640 as of September 5, 2025; 26,470,241 shares were voted, about 65.58% of eligible votes.

Was the advisory compensation proposal for CIO approved?

No. The Advisory Compensation Proposal received 11,281,397 votes for and 14,895,213 against.

What is the expected timing for CIO’s merger closing?

The company anticipates completion in Q4 2025, subject to satisfaction or waiver of closing conditions.

Was an adjournment of CIO’s special meeting needed?

No. The Adjournment Proposal was unnecessary because there were sufficient votes to approve the Merger Proposal.

What conditions remain before CIO’s merger can close?

Closing is subject to satisfaction or waiver of the conditions set forth in the Merger Agreement.