{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-025059","form_type":"8-K","ticker":null,"cik":"0001407623","company_name":"RETAIL OPPORTUNITY INVESTMENTS CORP","filed_at":"2025-02-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:03.540835+00:00","generated_at":"2026-05-26T22:47:07.372986+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Blackstone completes $4B all-cash privatization of Retail Opportunity Investments Corp. at $17.50/share","bullets":["Shareholders received $17.50 per share in cash; total deal value ~$4 billion including debt.","All $450M of 2026/2027 senior notes redeemed on Feb 12; $350M of 2028 notes to be redeemed Feb 22.","Board of directors and CEO Tanz, CFO Haines, COO Schoebel departed without cause effective Feb 12.","ROIC common stock to be delisted from Nasdaq; company will deregister under Exchange Act."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-025059","json":"https://secwatch.observer/filing/0001193125-25-025059.json","markdown":"https://secwatch.observer/filing/0001193125-25-025059.md","text":"https://secwatch.observer/filing/0001193125-25-025059.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/0001193125-25-025059-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/d915895d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-26T22:47:07.372986+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"032ca4d6f2","claim":"Stuart A. Tanz was terminated as Chief Executive Officer at RETAIL OPPORTUNITY INVESTMENTS CORP.","evidence_excerpt":"In addition, effective as of the Company Merger Effective Time, Stuart A. Tanz (Chief Executive Officer), Michael B. Haines (Chief Financial Officer) and Richard K. Schoebel (Chief Operating Officer) ceased to be officers of the Company and their employment with the Company terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/0001193125-25-025059-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"2bc1d94d67","claim":"Richard K. Schoebel was terminated as Chief Operating Officer at RETAIL OPPORTUNITY INVESTMENTS CORP.","evidence_excerpt":"In addition, effective as of the Company Merger Effective Time, Stuart A. Tanz (Chief Executive Officer), Michael B. Haines (Chief Financial Officer) and Richard K. Schoebel (Chief Operating Officer) ceased to be officers of the Company and their employment with the Company terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/0001193125-25-025059-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"b8964f162d","claim":"Michael B. Haines was terminated as Chief Financial Officer at RETAIL OPPORTUNITY INVESTMENTS CORP.","evidence_excerpt":"In addition, effective as of the Company Merger Effective Time, Stuart A. Tanz (Chief Executive Officer), Michael B. Haines (Chief Financial Officer) and Richard K. Schoebel (Chief Operating Officer) ceased to be officers of the Company and their employment with the Company terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/0001193125-25-025059-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"dcda69704fd9a8d4590934037875e5576e17f7c6","claim":"RETAIL OPPORTUNITY INVESTMENTS CORP: Company effected a merger; charter amended and restated as part of merger closing (effective 2025-02-12).","evidence_excerpt":"On February 12, 2025 and effective as of the Company Merger Effective Time, as contemplated by the Merger Agreement, the charter of the Company was amended and restated to be in the form agreed to by the parties to the Merger Agreement and set forth as Exhibit C to the Merger Agreement.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/0001193125-25-025059-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-02-12"}],"fact_type":"governance_change"},{"claim_id":"e736d16cdf1ef114a6c67e96b3e106c5cb3f7cdf","claim":"RETAIL OPPORTUNITY INVESTMENTS CORP underwent a change of control involving Blackstone Real Estate Partners X L.P. for $17.50 per share in cash, valued at approximately $4 billion including outstanding debt (closed 2025-02-12).","evidence_excerpt":"Sub I or Merger Sub II or any of their respective wholly owned subsidiaries) was cancelled and automatically converted into the right to receive an amount in cash equal to $17.50 per share, without interest and less any applicable withholding taxes (the “Common Stock Merger Consideration”). • Restricted Stock Awards : Immediately prior to the Company","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1407623/000119312525025059/0001193125-25-025059-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Blackstone Real Estate Partners X L.P."},{"label":"Consideration","value":"$17.50 per share in cash, valued at approximately $4 billion including outstanding debt"},{"label":"Closing","value":"2025-02-12"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}