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 each share of common stock was converted into the right to receive $7.00 in cash. Director Michael Mazan reported that, at the merger effectiveness time on January 9, 2026, his equity holdings in the company were cashed out rather than sold in open-market trades.

The filing shows 2,900 shares of common stock held directly and 39,000 shares held indirectly through Scarcliffe Beach Holdings Inc. (“HoldCo”) all reported as disposed of in connection with the merger, with HoldCo directly holding those indirect shares. In addition, 18,830 restricted stock units, including performance-based awards, were converted into cash based on the $7.00 per share merger consideration. Following these transactions, Mazan reported no remaining beneficial ownership and is no longer subject to Section 16 reporting 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^*

Mazan Michael

(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		2,900	D	(1)	0	D
Common Stock	01/09/2026(1)	01/09/2026(1)	D		39,000	D	(1)	0	I	Through HoldCo(3)(4)

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			18,830	(1)(2)	(1)(2)	Common Stock	18,830(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).

4. Reflects securities directly held by Scarcliffe Beach Holdings Inc. ("HoldCo"). The Reporting Person is a member of HoldCo.

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/ Michael Mazan	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 Michael Mazan report for City Office REIT (CIO)?

The filing reports that director Michael Mazan disposed of his City Office REIT equity in connection with a merger, including 2,900 directly held common shares, 39,000 common shares held indirectly through Scarcliffe Beach Holdings Inc., and 18,830 restricted stock units, all converted to cash at the merger price.

What merger affected City Office REIT (CIO) shares in this Form 4?

On January 9, 2026, City Office REIT merged with and into MCME Carell Merger Sub, LLC, which became a wholly owned subsidiary of MCME Carell Holdings, LP. At this merger effectiveness time, each City Office REIT common share converted into the right to receive $7.00 in cash.

What price did City Office REIT (CIO) shareholders receive in the merger?

Each share of City Office REIT common stock converted into the right to receive $7.00 per share in cash, described as the Merger Consideration Price.

How were Michael Mazan’s restricted stock units in City Office REIT (CIO) treated?

Mazan’s 18,830 restricted stock units, including performance-based units, each converted at the merger effectiveness time into the right to receive a cash amount equal to the $7.00 per share Merger Consideration Price, assuming actual performance through the merger time for performance awards.

Who held the indirect City Office REIT (CIO) shares reported in this Form 4?

The 39,000 indirect common shares are reported as being held by Scarcliffe Beach Holdings Inc. ("HoldCo"). The filing notes that the reporting person is a member of HoldCo, which directly held those securities.

Is Michael Mazan still subject to Section 16 reporting for City Office REIT (CIO)?

No. The remarks state that as of January 9, 2026, following the merger and related equity conversions, the reporting person is no longer subject to Section 16 for transactions in City Office REIT securities.