City Office REIT (CIO) director reports $7-per-share merger cash-out

Rhea-AI Filing Summary

City Office REIT, Inc. director Sabah Mirza reported the cash-out of all equity in connection with the company’s merger on January 9, 2026. At the merger effectiveness time, each share of City Office REIT common stock converted into the right to receive $7.00 per share in cash under the agreed merger terms. Mirza’s 18,813 shares of common stock and 21,392 restricted stock units were converted into corresponding cash rights at this merger consideration price, leaving no remaining beneficial ownership in these securities. As of that date, Mirza is no longer subject to Section 16 reporting requirements for City Office REIT.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mirza Sabah

(Last) (First) (Middle)

666 BURRARD STREET, SUITE 3210

(Street)

VANCOUVER A1 V6C2X8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
City Office REIT, Inc. [ CIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/09/2026(1)	01/09/2026(1)	D		18,813	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)(2)	01/09/2026(1)	01/09/2026(1)	D			21,392	(1)(2)	(1)(2)	Common Stock	21,392(1)(2)	$7	0	D

Explanation of Responses:

1. On January 9, 2026 (the "Merger Effectiveness Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 23, 2025, by and among the Issuer, MCME Carell Holdings, LP, a Delaware limited partnership ("Parent"), and MCME Carell Merger Sub, LLC, a Maryland limited liability company ("Merger Sub") the Issuer merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the Merger Effectiveness Time, each share of Issuer's common stock, par value $0.01 per share, converted into the right to receive $7.00 per share in cash (the "Merger Consideration Price").

2. Represents Restricted Stock Units previously issued to the Reporting Person. At the Merger Effectiveness Time, each outstanding Restricted Stock Unit converted into the right to receive an amount in cash equal to the Merger Consideration Price.

Remarks:

As of January 9, 2026, the Reporting Person is no longer subject to Section 16 in connection with transaction of securities of the Issuer.

	/s/ Sabah Mirza	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did CIO director Sabah Mirza report?

Director Sabah Mirza reported that all holdings of 18,813 shares of common stock and 21,392 restricted stock units in City Office REIT, Inc. (CIO) were disposed of in connection with the company’s merger on January 9, 2026.

What cash consideration did CIO shareholders receive in the merger?

At the merger effectiveness time, each share of City Office REIT common stock converted into the right to receive $7.00 per share in cash, referred to as the merger consideration price.

How were Sabah Mirza’s CIO restricted stock units treated in the merger?

Mirza’s 21,392 restricted stock units previously issued by City Office REIT converted at the merger effectiveness time into the right to receive cash equal to the $7.00 merger consideration price per underlying share.

Did Sabah Mirza retain any City Office REIT shares after the merger?

No. Following the merger-related transactions, Mirza reported 0 shares of CIO common stock and 0 restricted stock units beneficially owned.

Why is Sabah Mirza no longer subject to Section 16 for CIO?

The filing states that as of January 9, 2026, in connection with the merger and the disposition of all reported CIO equity holdings, Mirza is no longer subject to Section 16 reporting obligations for City Office REIT.

What corporate transaction affected CIO director equity on January 9, 2026?

On January 9, 2026, City Office REIT, Inc. merged with and into a merger subsidiary, with the subsidiary becoming a wholly owned unit of the parent entity, triggering the cash conversion of common shares and restricted stock units at $7.00 per share.