City Office REIT (CIO) merger converts executive stock and units to $7 cash

Rhea-AI Filing Summary

City Office REIT, Inc. completed a merger on January 9, 2026, in which it combined with MCME Carell Merger Sub, LLC, leaving Merger Sub as a wholly owned subsidiary of MCME Carell Holdings, LP. 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.

For President & COO Gregory Tylee, this filing shows the disposition of 612,398 shares of common stock held directly and 3,312 shares of common stock held indirectly through a spouse, all converted into cash rights in the merger. In addition, 137,153 Restricted Stock Units and 416,085 Performance Restricted Stock Units previously granted to him each converted into cash based on the same $7.00 merger consideration price. Following these transactions, he reports zero derivative or non-derivative securities of the company and is no longer subject to Section 16 reporting for this issuer.

Insights

Equity compensation and governance analyst

Executive equity in City Office REIT was fully cashed out at $7.00 per share in connection with a going‑private merger.

The report shows that City Office REIT merged into MCME Carell Merger Sub, with each common share converting into a cash right of $7.00 per share at the merger effectiveness time on January 9, 2026. This applies not only to regular common stock but also to the executive’s equity awards, aligning all interests at the same per-share cash value.

President & COO Gregory Tylee reports disposition of 612,398 common shares held directly and 3,312 shares held indirectly through a spouse in connection with the merger. He also reports the cash-out of 137,153 Restricted Stock Units and 416,085 Performance Restricted Stock Units, each converting into cash at $7.00 per underlying share based on the merger terms. After these transactions he holds no remaining securities of the company and is no longer a Section 16 reporting person, indicating his equity stake has effectively ended with the transaction.

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^*

Tylee Gregory

(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)

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

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		612,398	D	(1)	0	D
Common Stock	01/09/2026(1)	01/09/2026(1)	D		3,312	D	(1)	0	I	Through spouse(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			137,153	(1)(2)	(1)(2)	Common Stock	137,153(1)(2)	$7	0	D
Performance Restricted Stock Units	(1)(3)	01/09/2026(1)	01/09/2026(1)	D			416,085	(1)(3)	(1)(3)	Common Stock	416,085(1)(3)	$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. The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

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/ Gregory Tylee	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What corporate event involving City Office REIT (CIO) is described here?

The content describes a merger where City Office REIT, Inc. merged with and into MCME Carell Merger Sub, LLC, which became a wholly owned subsidiary of MCME Carell Holdings, LP at the merger effectiveness time on January 9, 2026.

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

Each share of City Office REIT common stock, par value $0.01 per share, converted into the right to receive $7.00 per share in cash, referred to as the merger consideration price.

How many City Office REIT common shares held by Gregory Tylee were affected by the merger?

President & COO Gregory Tylee reports that 612,398 shares of common stock held directly and 3,312 shares of common stock held indirectly through a spouse were disposed of in connection with the merger and converted into corresponding cash rights.

What happened to Gregory Tylee’s Restricted Stock Units and Performance Restricted Stock Units in the City Office REIT merger?

He held 137,153 Restricted Stock Units and 416,085 Performance Restricted Stock Units. At the merger effectiveness time, each outstanding unit converted into the right to receive cash equal to the $7.00 merger consideration price per underlying share, with performance units treated based on actual performance through the merger time.

Does Gregory Tylee still have any City Office REIT securities after this transaction?

No. Following the reported merger-related dispositions and cash-out of equity awards, the filing states that zero derivative and non-derivative securities are beneficially owned, and it notes that as of January 9, 2026, he is no longer subject to Section 16 reporting for this issuer.

How are the indirectly held City Office REIT shares treated for Gregory Tylee in this report?

The filing shows 3,312 common shares held indirectly through a spouse, which were also disposed of in the merger. A footnote explains that the reporting person disclaims beneficial ownership of these securities, stating the report is not an admission of beneficial ownership for Section 16 or any other purpose.