City Office REIT (CIO) CEO James Farrar reports $7 cash-out in merger

Rhea-AI Filing Summary

City Office REIT, Inc. completed a cash merger in which all common shares and equity awards were converted into $7.00 per share in cash. Chief Executive Officer and director James Thomas Farrar reported the disposition of 469,159 common shares held directly and additional common shares held indirectly through family members and a Holdco entity, with each share converting into the right to receive $7.00 in cash at the merger effectiveness time.

Farrar also reported that 137,153 restricted stock units and 416,085 performance restricted stock units previously granted to him were cancelled and converted into cash based on the same $7.00 per share merger consideration, assuming performance conditions were achieved through the merger date. Following these transactions, the Form 4 shows zero derivative and non-derivative securities beneficially owned, and notes that as of January 9, 2026 he is no longer subject to Section 16 for this issuer.

Insights

M&A and insider-transactions analyst

Farrar’s equity is fully cashed out at $7 per share in the merger.

The disclosure shows that City Office REIT, Inc. completed a merger in which each common share converted into the right to receive $7.00 in cash. In connection with this closing, CEO and director James Thomas Farrar reports dispositions of directly held common stock, indirectly held common stock through family members and a Holdco vehicle, and all related equity awards.

The filing details that $7.00 per share applies not only to common stock but also to 137,153 restricted stock units and 416,085 performance restricted stock units, with performance units settled at the actual performance level through the merger effectiveness time on January 9, 2026. After these cash settlements, the report lists zero remaining common shares or derivative securities, and states that Farrar is no longer subject to Section 16 in relation to this issuer, which is consistent with the company becoming a wholly owned subsidiary of the merger acquiror.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Farrar James Thomas

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		469,159	D	(1)	0	D
Common Stock	01/09/2026(1)	01/09/2026(1)	D		31,931	D	(1)	0	I	Through family members(4)
Common Stock	01/09/2026(1)	01/09/2026(1)	D		200,000	D	(1)	0	I	Through Holdco(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/ James Farrar	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did City Office REIT (CIO) CEO James Farrar report on this Form 4?

The filing shows that Chief Executive Officer and director James Thomas Farrar disposed of all his directly and indirectly held City Office REIT, Inc. equity in connection with a merger, with his common shares and equity awards converting into the right to receive $7.00 per share in cash at the merger effectiveness time.

What was the cash consideration per share in the City Office REIT merger?

The merger converted each share of City Office REIT, Inc. common stock into the right to receive $7.00 per share in cash, which the Form 4 refers to as the Merger Consideration Price.

How many restricted stock units held by James Farrar were affected by the CIO merger?

The report lists 137,153 restricted stock units that had been issued to James Farrar. At the merger effectiveness time, each of these units converted into a right to receive cash equal to the $7.00 Merger Consideration Price per underlying share.

What happened to James Farrar’s performance restricted stock units in the City Office REIT merger?

The filing states that 416,085 performance restricted stock units previously granted to James Farrar converted at the merger effectiveness time into cash based on the $7.00 Merger Consideration Price, assuming all performance-based vesting conditions were achieved at the actual performance level through that time.

How were Farrar’s indirectly held City Office REIT shares treated in the transaction?

The Form 4 shows common shares held indirectly through family members and through Holdco. Those shares were also disposed of in the merger, converting into rights to receive $7.00 in cash per share, and the footnote states that James Farrar disclaims beneficial ownership of these indirectly held securities.

Is James Farrar still subject to Section 16 reporting for City Office REIT after the merger?

No. The remarks section notes that as of January 9, 2026, following completion of the merger and the related equity cash-outs, James Farrar is no longer subject to Section 16 with respect to transactions in securities of City Office REIT, Inc..