City Office REIT (CIO) director reports $7.00-per-share merger cash-out

Rhea-AI Filing Summary

City Office REIT, Inc. completed a merger in which it became a wholly owned subsidiary of MCME Carell Holdings, LP. At the merger effectiveness time on January 9, 2026, each share of City Office REIT common stock converted into the right to receive $7.00 per share in cash.

Director John R. McLernon reported that 33,679 shares of common stock held directly and 7,500 shares of common stock held indirectly through McLernon Holdings Ltd were converted in this transaction, leaving him with zero common shares beneficially owned. In addition, 21,392 restricted stock units converted into cash based on the same $7.00 merger consideration price. Following these conversions, he is no longer subject to Section 16 reporting requirements for this issuer.

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^*

McLernon John R.

(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		33,679	D	(1)	0	D
Common Stock	01/09/2026(1)	01/09/2026(1)	D		7,500	D	(1)	0	I	McLernon Holdings Ltd(3)

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.

3. Represents Performance Restricted Stock Units previously issued to the Reporting Person. At the Merger Effectiveness Time, each outstanding Performance Restricted Stock Unit converted into the right to receive an amount in cash equal to the Merger Consideration Price (assuming that all performance-based vesting conditions applicable to such Performance Restricted Stock Unit were achieved at the actual level of performance through the Merger Effectiveness Time).

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/ John McLernon	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did City Office REIT (CIO) disclose about the merger consideration?

The company disclosed that at the merger effectiveness time on January 9, 2026, each share of its common stock converted into the right to receive $7.00 per share in cash as the merger consideration price.

How many City Office REIT (CIO) shares did director John R. McLernon report as converted in the merger?

John R. McLernon reported the conversion of 33,679 shares of common stock held directly and 7,500 shares of common stock held indirectly through McLernon Holdings Ltd in connection with the merger.

What happened to John R. McLernons restricted stock units in City Office REIT (CIO)?

He reported 21,392 restricted stock units that were previously issued to him. At the merger effectiveness time, each outstanding restricted stock unit converted into the right to receive a cash amount equal to the $7.00 merger consideration price per underlying share.

What happened to performance restricted stock units held by John R. McLernon in CIO?

Performance restricted stock units previously issued to him converted at the merger effectiveness time into the right to receive cash equal to the $7.00 merger consideration price per unit, assuming performance-based vesting conditions were achieved at the actual performance level through that time.

Does John R. McLernon still own City Office REIT (CIO) securities after the merger?

Following the reported transactions on January 9, 2026, he reported zero common shares and derivative securities beneficially owned, reflecting that his equity holdings were fully converted into cash in the merger.

Is John R. McLernon still subject to Section 16 reporting for City Office REIT (CIO)?

The remarks state that as of January 9, 2026, John R. McLernon is no longer subject to Section 16 in connection with transactions in City Office REIT securities.