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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 137,153 | $7.00 | $960K |
| Disposition | Performance Restricted Stock Units | 416,085 | $7.00 | $2.91M |
| Disposition | Common Stock | 469,159 | $0.00 | -- |
| Disposition | Common Stock | 31,931 | $0.00 | -- |
| Disposition | Common Stock | 200,000 | $0.00 | -- |
Footnotes (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"). 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. 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). 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.
