Welcome to our dedicated page for City Office Reit SEC filings (Ticker: CIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings archive for City Office REIT, Inc. (CIO) provides detailed regulatory documentation of the company’s history as a publicly traded real estate investment trust and its eventual acquisition by MCME Carell Holdings, LP. As an internally managed REIT focused on acquiring, owning and operating office properties located predominantly in Sun Belt markets, City Office REIT used its filings to explain portfolio performance, capital structure, tax status and major corporate events.
Core filings such as annual reports on Form 10-K and quarterly reports on Form 10-Q (referenced in later 8-Ks) include discussions of rental and other revenues, net income or loss, funds from operations (FFO), core FFO, adjusted funds from operations (AFFO), net operating income (NOI) and same store cash NOI. These documents also describe the company’s election to be taxed as a REIT for U.S. federal income tax purposes and outline risk factors related to the office real estate market and the company’s financing arrangements.
Current reports on Form 8-K are especially important for understanding CIO’s strategic transactions. Filings dated July 24, 2025 and subsequent dates describe the Agreement and Plan of Merger with MCME Carell Holdings, LP and MCME Carell Merger Sub, LLC, the related Phoenix Portfolio Sale Transaction, amendments to the company’s credit agreements, the special meeting of stockholders to approve the merger, and the treatment of common and preferred equity in the transaction. A Form 8-K filed on January 9, 2026 confirms the completion of the merger, the cash consideration paid for each share of common stock and the redemption of the 6.625% Series A Cumulative Redeemable Preferred Stock.
Delisting and deregistration steps are documented through Form 25 filings dated January 9, 2026, submitted by the New York Stock Exchange to remove CIO’s common stock and Series A preferred stock from listing and registration under Section 12(b) of the Exchange Act. The same January 9, 2026 Form 8-K notes the company’s intention to file Form 15 to suspend its reporting obligations. Together, these filings trace CIO’s path from an exchange-listed REIT with common and preferred securities to a privately held entity following a change of control.
On Stock Titan, investors can use AI-powered tools to read and compare these filings more efficiently. Summaries can highlight how CIO’s FFO, AFFO and NOI definitions were applied, how its credit agreements evolved, and how the merger and Phoenix portfolio sale were structured in the official documents. The archive also supports research into historical dividend policies, preferred stock terms and the sequence of events leading to CIO’s delisting and termination of reporting obligations.
City Office REIT, Inc. completed its previously announced merger with MCME Carell Merger Sub, LLC, an affiliate of MCME Carell Holdings, LP, on January 9, 2026. The company merged with and into the merger subsidiary, which now survives as a wholly owned subsidiary of MCME Carell Holdings, LP, resulting in a change of control and the end of City Office REIT’s separate corporate existence.
At the effective time, each share of common stock was cancelled and converted into the right to receive $7.00 in cash per share, subject to applicable withholding. Each share of 6.625% Series A Cumulative Redeemable Preferred Stock was redeemed for $25.00 in cash per share, plus any accrued and unpaid distributions, also subject to withholding.
All outstanding restricted stock units and performance stock units vested as specified in the merger agreement and were converted into cash based on the same $7.00 per-share merger price. The company’s incentive plan was terminated, its credit agreement obligations were paid off, its directors resigned, and its securities are being delisted from the NYSE as the company moves to suspend SEC reporting.
City Office REIT, Inc. is having its 6.625% Series A Cumulative Redeemable Preferred Stock removed from listing and registration on the New York Stock Exchange. The exchange states that it has followed its own rules and the requirements of SEC Rule 12d2-2(b) to strike this class of securities from listing. The filing also notes that the issuer has complied with the exchange’s rules and SEC Rule 12d2-2(c) for the voluntary withdrawal of this preferred stock from listing and registration.
City Office REIT, Inc. is being removed from listing and registration on the New York Stock Exchange for its common stock. The Form 25 states that the Exchange has followed its own rules to strike this class of securities from listing and/or withdraw its registration under Section 12(b) of the Securities Exchange Act of 1934.
The notice also states that the issuer has complied with the Exchange’s rules and the requirements of the applicable SEC regulation governing voluntary withdrawal of the common stock from listing and registration. This filing formally initiates the process for City Office REIT’s common shares to cease trading on the NYSE.
City Office REIT, Inc. (CIO) announced that, in connection with its previously disclosed merger with MCME Carell Holdings, it has sent formal redemption notices for all outstanding shares of its 6.625% Series A Cumulative Redeemable Preferred Stock. Each preferred share is expected to be redeemed for $25.00 in cash per share plus any accrued and unpaid distributions, subject to any required tax withholding.
The company currently anticipates completing the preferred stock redemption on January 9, 2026, consistent with the terms of the merger agreement, which calls for all preferred shares to be redeemed before the merger becomes effective. The notice emphasizes that this report itself is not the official notice of redemption; holders must instead rely on the separate redemption notices that outline the detailed terms, conditions and procedures. The company also includes standard forward-looking statement language noting that completion of the merger and redemption remains subject to various risks and closing conditions.
City Office REIT, Inc. reported that its Chairman of the Board, John Sweet, passed away on November 23, 2025. To address this leadership change, existing director Sabah Mirza has been appointed as Chairwoman of the Board of Directors. The company also appointed current director Michael Mazan to the Compensation Committee of the Board, filling the vacancy created by Mr. Sweet’s death. These moves keep board leadership and key committee responsibilities in the hands of current directors, aiming to maintain continuity in oversight and governance.
City Office REIT (CIO) reported Q3 results with rental and other revenues of $37,275 thousand and operating income of $4,214 thousand. The quarter reflected ongoing portfolio repositioning and merger-related activity.
The company closed the sale of six Phoenix properties for $266.0 million on August 15, recognized a year-to-date impairment of real estate of $102,229 thousand tied to the planned Phoenix Portfolio disposition, and ended the quarter with assets held for sale of $35,784 thousand for Pima Center. Year-to-date, net loss attributable to common stockholders was $116,415 thousand, or $2.89 per share; for Q3, the net loss attributable to common stockholders was $5,669 thousand, or $0.14 per share.
Balance sheet and liquidity shifted as total principal debt declined to $399,970 thousand from $649,514 thousand at year-end, aided by disposition proceeds and repayment of a $25 million term loan. The credit facility was amended, reduced to $150 million, and extended to January 2026 with an option to November 2026, subject to conditions. An event of default occurred October 1 at Intellicenter upon loan maturity; discussions with the lender are underway. Cash from operations was $38,709 thousand year-to-date; investing provided $235,759 thousand and financing used $269,145 thousand.
Merger update: stockholders approved the cash merger at $7.00 per share on October 16, subject to customary closing conditions.
Glazer Capital, LLCPaul J. Glazer filed a Schedule 13G reporting beneficial ownership of 2,412,926 shares of City Office REIT, Inc. common stock, representing 5.98% of the class.
The filing lists shared voting power over 2,412,926 shares and shared dispositive power over 2,412,926 shares, with no sole voting or dispositive power. The shares are held by funds and accounts for which Glazer Capital serves as investment manager, and Mr. Glazer is the Managing Member. The Date of Event is 09/25/2025.
The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of City Office REIT.
City Office REIT, Inc. approved its merger with MCME Carell Merger Sub, LLC at a special meeting on October 16, 2025. The Merger Proposal received 26,148,345 votes for, 198,064 against, and 123,832 abstentions, meeting the majority of outstanding shares standard. As of the September 5, 2025 record date, 40,363,640 common shares were outstanding; 26,470,241 shares were voted, representing approximately 65.58% of eligible votes, constituting a quorum.
The Advisory Compensation Proposal was not approved, with 11,281,397 votes for and 14,895,213 against. The adjournment proposal was not needed. Closing of the merger remains subject to satisfaction or waiver of the Merger Agreement conditions, and the company anticipates completion in the fourth quarter of 2025.
City Office REIT (CIO) has disclosed additional information regarding its pending merger transaction, including details about shareholder litigation and the merger negotiation process. The company faces two lawsuits (Johnson v. City Office REIT and Thompson v. City Office REIT) alleging omissions in the proxy statement. During the deal process, multiple parties including Morning Calm conducted due diligence and property tours across Dallas, Raleigh, Orlando, Tampa, and Phoenix markets.
The merger agreement includes typical provisions like "no-shop" clauses, requirements for debt financing cooperation, and conditions around property dispositions. JLL Securities conducted a valuation analysis using a Gordon Growth Method with 1.25-1.75% perpetuity growth rates and 7.2-8.2% discount rates, yielding an implied equity value range of $606-752 million.
Notably, Raymond James, which is advising on the transaction, disclosed potential conflicts of interest, including prior business relationships with Morning Calm Parent that generated $435,000 in fees, and senior deal team members having approximately $600,000 invested in Morning Calm-affiliated funds.
City Office REIT, Inc. has filed a definitive proxy statement seeking shareholder approval of a merger into MCME Carell Merger Sub, LLC for $7.00 per common share. The proxy describes solicitation and voting procedures for a Special Meeting on October 16, 2025, including telephone, internet and mail voting options.
The proxy discloses sale process activity: non-disclosure agreements with multiple bidders (including Bidder A and Morning Calm), due diligence access, an April 22 letter from Morning Calm proposing an all-cash transaction at $7.00 per share (stated as a 37% premium to 90-day VWAP), and a 60-day exclusivity/exclusivity amendment. The filing details compensation arrangements for named executives (total estimated payments shown, e.g., $9,131,921 in one table), tax and withholding guidance for non-U.S. holders (FIRPTA), and fairness analyses by JLL Securities and Raymond James with valuation ranges and DCF results summarized in the proxy.
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