8-K filed January 9, 2026, 6:59 PM ET CIK 0001593222

M&A confidence high sentiment neutral materiality 0.85

City Office REIT acquired by MCME Carell for $7.00/share; delisted from NYSE

City Office REIT, Inc.

MCME Carell (Elliott/Morning Calm joint venture) completed acquisition of City Office REIT for $7.00 per common share; preferred redeemed at $25.00 plus accrued distributions.
Over 98% of voting stockholders supported the transaction; CEO James Farrar cited 'immediate and significant value' for shareholders.
Common stock (NYSE: CIO) and Series A Preferred Stock delisted effective Jan 9, 2026; company to file Form 15 to suspend SEC reporting.
All outstanding RSUs and PSUs vested and cashed out at $7.00 per underlying share; Company Incentive Plan terminated.
Advisors: Raymond James and JLL Securities for CIO; Eastdil Secured for MCME Carell.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-009080
form_type: 8-K
ticker: null
cik: 0001593222
company_name: City Office REIT, Inc.
filed_at: 2026-01-09T23:59:59+00:00
discovered_at: 2026-05-14T18:02:35.578087+00:00
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materiality_score: 0.85
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Source-grounded claims

6771abf0b8dc0ad2ff86965324023a7415415ba1

City Office REIT, Inc.: Company acquired via merger; no substantive governance amendment described (effective 2026-01-09).

The information set forth in the Introductory Note and

SEC 8-K Item 5.03/5.05/5.06 confidence 0.4 SEC evidence

0f53dcb6d60d3c8675991e18279368da46f91952

City Office REIT, Inc. underwent a change of control involving MCME Carell Holdings, LP for $7.00 per share of common stock (closed 2026-01-09).

(other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or the Company), was cancelled and converted automatically into the right to receive $7.00 in cash, without interest and subject to deduction for any required withholding tax (the “Merger Consideration”). In addition, as previously disclosed, on December 4, 2025, the

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

32fb7fb488c0212496d407707d771b81a8174cc5

City Office REIT, Inc. terminated Credit Agreement dated as of March 15, 2018 with Keybank National Association valued at The Credit Agreement was terminated and all outstanding obligations discharged on the Closing Date. (effective 2026-01-09).

On the Closing Date, Parent paid (or caused to be paid) to the lenders under that certain Credit Agreement, dated as of March 15, 2018, by and among City Office REIT Operating Partnership, L.P., the Company, Keybank National Association and the other lenders party thereto (as amended, modified or otherwise supplemented, the “Credit Agreement”) the amount specified in such payoff letter with respect thereto (including after giving effect to any per diem amount specified therein, to the extent applicable) to discharge all outstanding obligations of the Company and its subsidiaries under the Credit Agreement (including the release and discharge of any related guarantees, liens and security interests) and to terminate the commitments thereunder.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

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The information set forth in the Introductory Note and

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(other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or the Company), was cancelled and converted automatically into the right to receive $7.00 in cash, without interest and subject to deduction for any required withholding tax (the “Merger Consideration”). In addition, as previously disclosed, on December 4, 2025, the

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same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

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(other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or the Company), was cancelled and converted automatically into the right to receive $7.00 in cash, without interest and subject to deduction for any required withholding tax (the “Merger Consideration”). In addition, as previously disclosed, on December 4, 2025, the

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The information set forth in the Introductory Note and

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As a result of the Business Combination, the Company ceased being a shell company

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FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

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(other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or the Company), was cancelled and converted automatically into the right to receive $7.00 in cash, without interest and subject to deduction for any required withholding tax (the “Merger Consideration”). In addition, as previously disclosed, on December 4, 2025, the

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

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On the Closing Date, Parent paid (or caused to be paid) to the lenders under that certain Credit Agreement, dated as of March 15, 2018, by and among City Office REIT Operating Partnership, L.P., the Company, Keybank National Association and the other lenders party thereto (as amended, modified or otherwise supplemented, the “Credit Agreement”) the amount specified in such payoff letter with respect thereto (including after giving effect to any per diem amount specified therein, to the extent applicable) to discharge all outstanding obligations of the Company and its subsidiaries under the Credit Agreement (including the release and discharge of any related guarantees, liens and security interests) and to terminate the commitments thereunder.

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Filing page SEC filing

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Comparable filing

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Filing page SEC filing

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(other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or the Company), was cancelled and converted automatically into the right to receive $7.00 in cash, without interest and subject to deduction for any required withholding tax (the “Merger Consideration”). In addition, as previously disclosed, on December 4, 2025, the

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KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

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Source: SEC EDGAR

accession 0001193125-26-009080

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