PREM14A

PREM14A 1 d78875dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

CITY OFFICE REIT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

☐	Fee paid previously with preliminary materials.

SUBJECT TO COMPLETION—DATED AUGUST 22, 2025

LOGO

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

Dear Stockholder,

You are cordially invited to attend a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of City Office REIT, Inc., a Maryland corporation (the “Company,” “City Office,” “CIO,” “we,” “us” or “our”), on [●], 2025 at [●] a.m. Pacific Time, at the Company’s corporate office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8.

At the Special Meeting, you will be asked to consider and approve the Agreement and Plan of Merger, dated as of July 23, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, MCME Carell Holdings, LP, a Delaware limited partnership (“Parent”), and MCME Carell Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) (such proposal, the “Merger Proposal”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is completed, each issued and outstanding share of common stock of the Company, par value $0.01 per share (the “Common Stock”), other than certain excluded shares owned, directly or indirectly, by Parent, Merger Sub or any subsidiary of the Company, will be converted automatically into the right to receive $7.00 per share in cash, without interest, and subject to deduction for any required withholding tax.

The Company’s board of directors (the “Board”) has unanimously approved and declared advisable the Merger Agreement and the Merger and the other transactions contemplated thereby, and determined the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and conditions of the Merger Agreement to be advisable and in the best interests of the Company and our stockholders. The Board recommends that you vote “FOR” the Merger Proposal and “FOR” each of the other proposals to be voted on at the Special Meeting. The Merger Proposal must be approved by the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote on the Merger Proposal at the Special Meeting. All stockholders of record of our Common Stock at the close of business on [●], 2025, are entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof. The notice of special meeting and proxy statement accompanying this letter provide you with more specific information concerning the Special Meeting, the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about the Company from us or from documents we have filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of shares that you own. Whether or not you plan to attend the Special Meeting, we request that you authorize your proxy by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the Special Meeting, you may continue to have your shares voted as instructed in the proxy, or you may withdraw your proxy and vote your shares at the Special Meeting. If you fail to authorize a proxy to vote your shares or to vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will have the same effect as a vote “AGAINST” approval of the Merger.

On behalf of the Board, thank you for your continued support.

Sincerely,

James Farrar

Chief Executive Officer and Director

City Office REIT, Inc.

This proxy statement is dated [●], 2025 and, together with the enclosed proxy card, is first being mailed to stockholders of the Company on or about [●], 2025.

LOGO

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2025

To the Stockholders of City Office REIT, Inc.:

You are cordially invited to attend a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of City Office REIT, Inc., a Maryland corporation (the “Company,” “City Office” or “CIO”), on [●], 2025 at [●] a.m. Pacific Time, at the Company’s corporate office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8. The Special Meeting is being held for the purpose of acting on the following matters:

To consider and vote on a proposal to approve the merger of the Company with and into MCME Carell Merger Sub, LLC, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 23, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, MCME Carell Holdings, LP, a Delaware limited partnership (“Parent”), and MCME Carell Merger Sub, LLC, a Maryland limited liability company (“Merger Sub”) and a wholly owned subsidiary of Parent (the “Merger Proposal”);

To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger (the “Advisory Compensation Proposal”); and

To consider and vote on a proposal to approve any adjournment of the Special Meeting to a later date, if necessary, for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). In addition, the Company’s bylaws permit the chair of the Special Meeting to adjourn the Special Meeting to a later date and time.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to our bylaws, only the matters set forth in this notice of special meeting may be brought before the Special Meeting. The Company’s board of directors (the “Board”) has fixed the close of business on [●], 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. All holders of record of our common stock, par value $0.01 per share (the “Common Stock”), at the close of business on the record date are entitled to receive notice of and attend the Special Meeting or any postponement or adjournment of the Special Meeting. Holders of shares of our Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), as of the close of business on the record date are entitled to notice of, but may not vote at, the Special Meeting. The vote of the holders of our Preferred Stock is not required to approve any of the proposals at the Special Meeting and is not being solicited.

The Board has unanimously approved the Merger Agreement and determined the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger, to be advisable and in the best interests of the Company and our stockholders. The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

The Merger Proposal must be approved by the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote on the matter at the Special Meeting. Accordingly, your vote is very important regardless of the number of shares of Common Stock that you own. Whether or not you plan

to attend the Special Meeting, we request that you authorize a proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you attend the Special Meeting and you are a stockholder of record at the close of business on the record date, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy and vote your shares at the Special Meeting. If you fail to authorize a proxy to vote your shares or to vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of Common Stock that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of the Advisory Compensation Proposal and the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on the respective proposal. If you fail to authorize a proxy to vote your shares or vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

Any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by authorizing your proxy or voting instructions by telephone or through the Internet at a later date than your previously authorized proxy, by submitting a written revocation of your proxy to our Corporate Secretary, or by voting at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke a previously authorized proxy.

Under the Maryland General Corporation Law, because shares of our Common Stock were listed on the New York Stock Exchange at the close of business on the record date, you do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder in connection with the merger.

We encourage you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your shares will be represented and voted even if you do not attend the Special Meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call our proxy solicitor, [●] toll-free at [●].

BY ORDER OF THE BOARD OF DIRECTORS

James Farrar

Chief Executive Officer and Director

City Office REIT, Inc.

[●], 2025

TABLE OF CONTENTS



SUMMARY			1

The Parties to the Merger			1

The Special Meeting			1

The Merger			3

Recommendations of the Board of Directors			3

Opinions of Our Financial Advisors			4

Treatment of Common Stock, Preferred Stock and Compensatory Awards			5

Financing of the Merger			5

Interests of Our Directors and Executive Officers in the Merger			6

No Solicitation of Acquisition Proposals			6

Conditions to the Merger			7

Termination of the Merger Agreement			7

Termination Fees			9

Specific Performance			10

Regulatory Matters			11

No Dissenters’ Rights of Appraisal			11

Material U.S. Federal Income Tax Consequences			11

Delisting and Deregistration of Shares of Our Common Stock and Preferred Stock			11

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER			12

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			18

THE PARTIES TO THE MERGER			23

THE SPECIAL MEETING			24

Date, Time and Purpose of the Special Meeting			24

Record Date, Notice and Quorum			24

Required Vote			24

How to Authorize a Proxy			25

Proxies and Revocation			26

Solicitation of Proxies			26

Adjournments			26

Postponements			27

THE MERGER			28

General Description of the Merger			28

Background of the Merger			28

Reasons for the Merger			37

Recommendation of Our Board			41

Unaudited Prospective Financial Information			41

Opinions of Our Financial Advisors			44



Interests of Our Directors and Executive Officers in the Merger			58

Regulatory Matters			62

Material U.S. Federal Income Tax Consequences of the Merger			62

THE MERGER AGREEMENT			69

The Merger			69

Effective Time; Closing Date			69

Organizational Documents			70

Officers and Directors			70

Treatment of Common Stock, Preferred Stock and Compensatory Awards			70

No Further Ownership Rights			71

Payment Procedures			71

Representations and Warranties			72

Conduct of Our Business Pending the Merger			76

Stockholders Meeting			79

Consents and Filings			80

No Solicitation of Acquisition Proposals			81

Obligation of Our Board of Directors with Respect to Its Recommendation			83

Employee Benefits			85

Financing of the Merger			86

Pre-Closing Transactions			87

Certain Other Covenants			88

Conditions to the Merger			88

Termination of the Merger Agreement			89

Termination Fees			91

Specific Performance			92

Amendment and Waiver			92

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			93

NO DISSENTERS’ RIGHTS OF APPRAISAL			94

STOCKHOLDER PROPOSALS			94

HOUSEHOLDING OF PROXY MATERIALS			96

OTHER MATTERS			96

WHERE YOU CAN FIND MORE INFORMATION			96

ANNEX A – MERGER AGREEMENT			A-1

ANNEX B – OPINION OF JLL SECURITIES			B-1

ANNEX C – OPINION OF RAYMOND JAMES			C-1

SUMMARY

This summary highlights selected information from this proxy statement relating to the merger of City Office REIT, Inc. with and into MCME Carell Merger Sub, LLC. This summary may not contain all of the information about the Merger contemplated by the Merger Agreement (as defined below) that is important to you. As a result, to understand the merger fully and for a more complete description of the terms of the Merger, you should read carefully this proxy statement in its entirety, including the annexes and the other documents to which we have referred you, including the Merger Agreement attached as Annex A. Each item in this summary includes a page reference directing you to a more complete description of that item. This proxy statement is first being mailed to our stockholders on or about [●], 2025.

The Parties to the Merger (page 23)

City Office REIT

City Office REIT, Inc., a Maryland corporation (the “Company,” “City Office,” “CIO,” “we,” “us” or “our”) is an internally-managed real estate company organized in the state of Maryland on November 26, 2013, focused on owning, operating and acquiring office properties located predominantly in Sun Belt markets. The Company currently owns or has a controlling interest in 4.2 million square feet of office properties. The Company has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes.

The Company’s common stock, par value, $0.01 per share (the “Common Stock”), and the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), are listed on the New York Stock Exchange (“NYSE”) and trade under the symbols “CIO” and “CIO.PrA”, respectively.

MCME Carell Holdings, LP

MCME Carell Holdings, LP, a Delaware limited partnership (“Parent”), was formed solely for the purpose of acquiring the Company and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement (as defined below).

Parent is an affiliate of Elliott Investment Management L.P. (together with its affiliates, “Elliott”) and Morning Calm Management, LLC.

MCME Carell Merger Sub, LLC

MCME Carell Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), was formed solely for purposes of facilitating Parent’s acquisition of the Company and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, on the closing date, the Company will merge with and into Merger Sub and Merger Sub will continue as the surviving entity (the “Surviving Entity”).

The Special Meeting (page 24)

The Special Meeting of our stockholders (the “Special Meeting”) will be held on [●], 2025 at [●] a.m., Pacific Time, at the Company’s corporate office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8. At the Special Meeting, holders of our Common Stock as of the record date, which was the close of business on [●], 2025 (the “Record Date”), will be asked to consider and vote on the following matters:

To consider and vote on a proposal to approve the merger of the Company with and into Merger Sub (the “Merger”), pursuant to the terms of the Agreement and Plan of Merger, dated as of July 23, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Merger Sub (the “Merger Proposal”);

To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and

If the Merger is approved by our stockholders and completed as contemplated by the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (as defined below), other than Excluded Shares (as defined below), will be converted into the right to receive $7.00 in cash, without interest and less any applicable withholding taxes. Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, will be redeemed by the Company for an amount equal to $25.00 per share in cash plus any accrued and unpaid distributions (whether or not declared), per share in cash, subject to deduction for an required withholding tax.

Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the Special Meeting.

Record Date, Notice and Quorum

All holders of record of our Common Stock as of the Record Date, which was the close of business on [●], 2025, are entitled to receive notice of and attend and vote at the Special Meeting or any postponement or adjournment of the Special Meeting. Each holder of Common Stock is entitled to one vote on each matter presented at the Special Meeting for each share of Common Stock that such holder owned as of the Record Date. On the Record Date, our outstanding voting securities consisted of 40,363,640 shares of Common Stock. Holders of our Preferred Stock as of the close of business on the record date are entitled to notice of, but may not vote at, the Special Meeting. The vote of the holders of our Preferred Stock is not required to approve any of the proposals at the Special Meeting and is not being solicited.

The presence in person or by proxy of our stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting will constitute a quorum for purposes of the Special Meeting. A quorum is necessary to transact business at the Special Meeting. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares. Because all of the proposals to be voted on at the Special Meeting are “non-routine” matters, brokers, banks and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the Special Meeting.

Required Vote

Completion of the Merger requires approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock entitled to vote on the matter at the Special Meeting. Each share of Common Stock is entitled to one vote on each matter to be voted on. Because the required vote for this proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, if you fail to authorize a proxy to vote your shares or vote at the Special Meeting (including by abstaining), or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as voting against the Merger Proposal. Holders of our Preferred Stock are not entitled to vote on the Merger Proposal.

The approval of the Advisory Compensation Proposal and the approval of the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on the proposal. Approval of either of these proposals is not a condition to completion of the Merger. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares or vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will not have any effect on the outcome of either proposal. Abstentions are not considered votes cast and therefore will have no effect on the outcome of either proposal. Holders of our Preferred Stock are not entitled to vote on either the Advisory Compensation Proposal or the Adjournment Proposal.

As of the Record Date, our directors and executive officers owned and were entitled to vote an aggregate of approximately [●] shares of our Common Stock, entitling them to exercise approximately [●]% of the total combined voting power of our Common Stock at the Special Meeting. Our directors and executive officers have informed us that they intend to vote the shares that they own in favor of the Merger Proposal, in favor of the Advisory Compensation Proposal and in favor of the Adjournment Proposal, although they have no obligation to do so.

Proxies; Revocation

Any of our stockholders of record entitled to vote may authorize a proxy to vote his, her or its shares of Common Stock by returning the enclosed proxy card, authorizing a proxy or voting instructions by telephone or through the Internet, or by attending the Special Meeting and voting in person. If the shares of Common Stock that you own are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker.

Any proxy may be revoked at any time prior to its exercise by your delivery of a properly executed, later-dated proxy card, by authorizing your proxy by telephone or through the Internet at a later date than your previously authorized proxy, by your filing a written revocation of your proxy with our Corporate Secretary or by your voting at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke a previously authorized proxy.

If you own Common Stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares

The Merger (page 28)

Pursuant to the Merger Agreement, on the closing date, the Company will merge with and into Merger Sub and the separate existence of the Company will cease, and Merger Sub will be the Surviving Entity. The Surviving Entity will be a wholly owned subsidiary of Parent following the Effective Time.

The Merger will become effective upon the time of acceptance for record of the Articles of Merger (as defined in the Merger Agreement) with respect to the Merger by the State Department of Assessments and Taxation of Maryland, or such later date and time (not to exceed 30 days following such acceptance) as may be agreed upon by the parties to the Merger Agreement and specified in the Articles of Merger (the “Effective Time”).

Recommendations of the Board of Directors (page 41)

The Company’s board of directors (the “Board”) has unanimously:

•

approved and declared advisable the Merger Agreement and the Merger and the other transactions contemplated thereby;

•

determined the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and conditions of the Merger Agreement to be advisable and in the best interests of the Company and our stockholders; and

•

recommended that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Opinions of Our Financial Advisors (page 44)

Opinion of JLL Securities

The Board retained JLL Securities LaSalle Securities, LLC, an affiliate of JLL Securities LaSalle Americas, Inc., referred to as JLL Securities, to act as its financial advisor in connection with the transactions contemplated by the Merger Agreement. On July 23, 2025, JLL Securities orally rendered its opinion, which was subsequently confirmed in writing by delivery of JLL Securities’ written opinion addressed to the Board, dated July 23, 2025, that, as of such date, and based upon and subject to the assumptions and other relevant matters considered therein, the Common Stock Merger Consideration (as defined below) to be paid in the Merger to the holders of the Common Stock (other than shares of Common Stock held by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or any wholly owned subsidiary of the Company immediately prior to the Effective Time) is fair, from a financial point of view, to such holders of Common Stock.

JLL Securities’ opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of shares of Common Stock of the Common Stock Merger Consideration to be paid in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of JLL Securities’ opinion in this proxy statement is qualified in its entirety by reference to the full text of JLL Securities’ written opinion, which is attached as Annex B to this proxy statement and describes the procedures followed, assumptions made and qualifications and limitations on the review undertaken and other matters considered by JLL Securities in connection with the preparation of its opinion. However, neither JLL Securities’ opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, any Company Stockholder or any other person as to how to act or vote with respect to any matter relating to the Merger.

For further information, see the section entitled “The Merger—Opinions of Our Financial Advisors—Opinion of JLL Securities” and Annex B.

Opinion of Raymond James

On July 23, 2025, in connection with the Merger, Raymond James & Associates, Inc., or Raymond James, rendered its written opinion to the Board, as of that date and as to the fairness, from a financial point of view, to the holders of Common Stock (the “Common Stockholders”) of the Common Stock Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, based upon and subject to the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken and other matters considered by Raymond James in preparing its opinion.

Raymond James’s opinion was directed to the Board and only addressed the fairness, from a financial point of view, to our Common Stockholders of the Common Stock Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and does not address any other aspect or implication of the Merger. The summary of Raymond James’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement and sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken and other matters considered by Raymond James in preparing its opinion. However, neither Raymond James’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board or any equity holder as to how to act or vote or make any election with respect to the Merger, whether to enter into a support agreement or any other matters.

For further information, see the section entitled “The Merger—Opinions of Our Financial Advisors—Opinion of Raymond James” and Annex C.

Treatment of Common Stock, Preferred Stock and Compensatory Awards (page 70)

Common Stock

The Merger Agreement provides that, at the Effective Time, each share of our Common Stock issued and outstanding as of immediately prior to the Effective Time (other than shares of Common Stock held by any subsidiary of the Company or by Parent or Merger Sub immediately prior to the Effective Time (collectively, the “Excluded Shares”)) will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $7.00 per share, without interest (such per share amount, the “Common Stock Merger Consideration”) and less any applicable withholding taxes. Excluded Shares will be automatically cancelled and retired without any conversion thereof and will cease to exist with no consideration being paid with respect thereto in connection with, or as a consequence of, the Merger.

Preferred Stock

The Merger Agreement provides that, immediately prior to the Effective Time, the Company will effect the redemption of all outstanding shares of the Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), at a redemption price payable in cash, by or on behalf of the Company, in an amount equal to $25.00 per share of Preferred Stock plus accumulated, accrued and unpaid dividends thereon and less any applicable withholding taxes (the “Preferred Stock Merger Consideration”). As of the Effective Time, the Preferred Stock will no longer be outstanding and all rights of the holders thereof will terminate, except for the right to receive the Preferred Stock Merger Consideration.

Restricted Stock Unit Awards

The Merger Agreement provides that, immediately prior to the Effective Time, each outstanding award of restricted stock units of the Company (“RSU Award”), whether vested or unvested, will automatically become fully vested and be cancelled and converted into the right to receive an amount in cash equal to (i) (A) the Common Stock Merger Consideration, multiplied by (B) the number of shares of Common Stock underlying such RSU Award, less (ii) any applicable withholding taxes.

Performance Stock Unit Awards

The Merger Agreement provides that, immediately prior to the Effective Time, each outstanding award of performance stock units of the Company (“PSU Award”), whether vested or unvested, will automatically become fully vested with respect to a number of shares of Common Stock underlying such PSU Award based on the actual level of achievement of the performance-based vesting conditions applicable to such PSU Award measured through immediately prior to the Effective Time, as determined by the Board or a committee thereof in accordance with the terms of such PSU Award, and be cancelled and converted into the right to receive an amount in cash equal to (i) (A) the Common Stock Merger Consideration, multiplied by (B) the number of so-determined shares of Common Stock underlying such PSU Award, less (ii) any applicable withholding taxes.

Financing of the Merger (page 86)

Parent has informed us that in connection with the closing of the Merger, Parent expects to assume or prepay the outstanding indebtedness under our unsecured credit facility, our outstanding term loan and certain mortgage loans. As of June 30, 2025, we had approximately $647 million in aggregate principal amount of consolidated indebtedness outstanding, including $258 million under our unsecured credit facility, $25 million under our term loan and $367 million under our mortgage loans.

As of the date hereof, the term loan has been repaid from the net proceeds from the sale of certain of the Phoenix Assets and no amounts remains outstanding.

We anticipate that the total amount of funds necessary to complete the Merger, the sale of the Company’s Phoenix Assets and the other transactions contemplated by the Merger Agreement will be approximately $1.1 billion, including estimated funds needed to (i) pay the Common Stock Merger Consideration and the Preferred Stock Merger Consideration due to holders of Common Stock and Preferred Stock, respectively, under the Merger Agreement, (ii) make payments in respect of outstanding RSU Awards and PSU Awards pursuant to the Merger Agreement and (iii) pay, redeem or otherwise terminate, or assume, any outstanding net indebtedness of the Company and its subsidiaries. Parent has received an equity commitment from Elliott in an aggregate amount of up to $275 million (the “Equity Financing”) and a financing commitment from affiliates of Apollo Global Real Estate Management, L.P. (collectively, “Apollo”) to provide debt financing in the form of a loan with an aggregate principal amount of up to $400 million (the “Debt Financing”).

The Merger Agreement does not contain a financing condition to the closing of the Merger. We have agreed to use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, advisable or proper to obtain the proceeds of the Equity Financing and the Debt Financing. For more information, see the sections entitled “The Merger Agreement—Financing of the Merger.”

Interests of Our Directors and Executive Officers in the Merger (page 58)

Our directors and executive officers have certain interests in the Merger that are different from, or in addition to, those of our stockholders generally. See the section entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger” for information about interests that our directors and executive officers have in the Merger that are different than yours.

No Solicitation of Acquisition Proposals (page 81)

Under the terms of the Merger Agreement, from and after the date of the Merger Agreement, other than as permitted by certain exceptions described in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals,” we and our subsidiaries are subject to restrictions on our ability to solicit any Acquisition Proposal (as defined below in the section entitled “The Merger Agreement—Stockholders Meeting”) or inquiry, including, among others, restrictions on our ability to (1) solicit, initiate, endorse, encourage or facilitate any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (2) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal, or (3) resolve, agree or propose to do any of the foregoing.

Subject to the terms of the Merger Agreement, if prior to the receipt of the required Company Stockholder Approval (as defined in the Merger Agreement) (1) we or any of our subsidiaries has received a bona fide written Acquisition Proposal from a third party (that did not result from a breach of our obligations described in the sections entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” and “The Merger Agreement—Obligation of Our Board of Directors with Respect to Its Recommendation”), (2) the Board determines in good faith, after consultation with its financial and outside legal advisors, that such acquisition proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined below in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals”) and (3) the Board determines in good faith (after consultation with outside counsel) that the failure to take the actions referred to in clauses (A) or (B) below would reasonably be expected to result in a breach of its fiduciary duties under applicable law, then we and our representatives may (A) enter into an acceptable confidentiality agreement with such third party and/or its representatives and, pursuant to an acceptable confidentiality agreement, furnish

non-public information, and afford access to the books or records or officers of the acquired companies, to such third party and its representatives and (B) engage in discussions and negotiations with such third party and its representatives with respect to the acquisition proposal; provided that (i) we provide Parent a non-redacted copy of each confidentiality agreement the Company has executed; and (ii) that any non-public information provided to any such third-party shall have been previously provided to Parent or shall be provided to Parent prior to or concurrently with the time it is provided to such third party.

Under certain circumstances and after following certain procedures and adhering to certain restrictions, we are permitted to terminate the Merger Agreement if the Board approves, and substantially concurrently with the termination of the Merger Agreement, we enter into an alternative acquisition agreement providing for the implementation of a Superior Proposal (provided that such termination will not be effective until we have paid the Company Termination Fee (as described below in the section entitled “The Merger Agreement—Termination Fees—Company Termination Fee”)).

Conditions to the Merger (page 88)

Completion of the Merger depends upon the satisfaction or, to the extent permitted by law, waiver of a number of conditions, including, among others, that:

•

the required Company Stockholder Approval has been obtained;

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the absence of any law, statute, ordinance, rule, code, regulation, injunction, judgment, order, decree or other legally enforceable requirement restraining, prohibiting or making illegal the consummation of the Merger;

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the receipt of certain third party consents;

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we, Parent and Merger Sub must have performed in all material respects all obligations required to be performed by us and them under the Merger Agreement at or prior to the closing;

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from the date of the Merger Agreement through the closing date, there must not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined herein);

•

we and Parent must have received from the other party a certificate, dated as of the closing date, certifying that certain conditions have been satisfied, as described in the section entitled “The Merger Agreement—Conditions to the Merger”;

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Parent must have received a written tax opinion of our counsel, DLA Piper (as defined herein) (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and us), dated as of the closing date and addressed to us (which opinion will be subject to customary assumptions, qualifications and representations, including representations made by the acquired companies in officer’s certificates), to the effect that, commencing with our taxable year ended December 31, 2014 and ending with our taxable year that ends with the Merger, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code;

•

the absence of any event of default that is incapable of being cured or is capable of being cured but still continuing (subject to a customary cure period) under certain of the Company’s loan documents; and

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the receipt of consents from the applicable third parties relating to certain ground leases required under the Phoenix PSA (as defined in the Merger Agreement) or the sale of certain Phoenix Assets (as defined herein) has been consummated pursuant to and in accordance with the Phoenix PSA.

Termination of the Merger Agreement(page 89)

We and Parent may mutually agree to terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time, even after we have obtained the required Company Stockholder Approval.

Termination by Either the Company or Parent

In addition, we, on the one hand, or Parent, on the other hand, may terminate the Merger Agreement upon notice to the other party at any time prior to the Effective Time (with respect to the first two bullets below, even after we have obtained the required Company Stockholder Approval), if:

•

the closing has not occurred on or before January 19, 2026 (the “Outside Date”); provided, that the right to terminate the Merger Agreement pursuant to this bullet may not be exercised by any party to the Merger Agreement whose failure (and in the case of Parent, the failure of Merger Sub) to perform any covenant or obligation under the Merger Agreement has been the primary cause of, or the primary factor that resulted in, the failure of the Merger to be consummated by the Outside Date;

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any governmental authority of competent jurisdiction has issued a judgment, order, injunction, rule or decree that has the effect of permanently restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger and such law or governmental order has become final and non-appealable provided, however, that the right to terminate the Merger Agreement pursuant to this bullet may not be exercised by any party to the Merger Agreement whose failure (and in the case of Parent, the failure of Merger Sub) to perform any covenant or obligation under the Merger Agreement has been the primary cause of, or the primary factor that resulted in the issuance of such judgment, order, injunction, rule or decree; or

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the Special Meeting (including any adjournments and postponements thereof) has been held and completed and our Common Stockholders have voted on a proposal to approve the Merger and the Merger has not been approved at the Special Meeting (and has not been approved at any adjournment or postponement of the Special Meeting) by the required Company Stockholder Approval.

Termination by the Company

We may also terminate the Merger Agreement by written notice to Parent at any time prior to the Effective Time, even after we have obtained the required Company Stockholder Approval (except as otherwise specified below), if:

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(i) there is any breach by Parent or Merger Sub of any representation, warranty, covenant or agreement of Parent or Merger Sub set forth in the Merger Agreement that would give rise to the failure of any closing condition relating to their representations, warranties, covenants or agreements, (ii) we have delivered written notice to Parent of such breach, and (iii) such breach cannot or be or has not been cured by Parent or Merger Sub on or before the earlier of (a) the third Business Day prior to the Outside Date and (b) the date that is 30 calendar days following the date of our delivery of such written notice to Parent; provided, however, that we do not have the right to terminate the Merger Agreement pursuant to this bullet if we are then in breach of any of our covenants or obligations under the Merger Agreement;

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prior to receipt of the required Company Stockholder Approval, the Board has effected an Adverse Recommendation Change (as defined in the section entitled “The Merger Agreement—Obligation of Our Board of Directors with Respect to Its Recommendation”) in order to enter into a definitive agreement with respect to a Superior Proposal; provided that we have complied with the requirements described below in the sections entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” and “The Merger Agreement—Obligation of Our Board of Directors with Respect to Its Recommendation,” simultaneously such termination, we enter into the Alternative Acquisition Agreement (as defined below in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals”) with respect to such Superior Proposal and prior to or concurrently pay the Company Termination Fee (as described below) (and such termination of the Merger Agreement will not be effective until we have paid the Company Termination Fee); or

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all of the following requirements are satisfied:

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all of the mutual conditions to the parties’ obligations to consummate the Merger and the additional conditions to the obligations of Parent and Merger Sub to effect the Merger have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the closing, so long as such conditions are at the time of delivery of the notice referred to in the third sub-bullet of this section capable of being satisfied as if such time were the closing);

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Parent and Merger Sub fail to consummate the Merger on the date the closing should have occurred pursuant to the Merger Agreement;

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on or after the date the closing of the Merger should have occurred pursuant to the Merger Agreement, we have delivered written notice to Parent confirming that all of the mutual conditions to the parties’ obligations to effect the Merger and the additional conditions to the obligations of Parent and Merger Sub to consummate the Merger have been satisfied or waived by Parent (other than those conditions that by their terms are to be satisfied by actions taken at the closing, so long as such conditions are at the time of delivery of the notice referred to in this sub-bullet of this section capable of being satisfied as if such time were the closing) and we are willing and able to consummate the Merger at such time; and

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Parent fails to consummate the Merger within three business days after the delivery of the notice described in the immediately preceding sub-bullet.

Termination by Parent

Parent may also terminate the Merger Agreement by written notice to us at any time prior to the Effective Time, even after we have obtained the required Company Stockholder Approval (except as otherwise specified below), if:

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(i) there is any breach by the Company of any representation, warranty, covenant or agreement of the Company set forth in the Merger Agreement that would give rise to the failure of any closing condition relating to our representations, warranties, covenants or agreements, (ii) Parent has delivered written notice to the Company of such breach, and (iii) such breach cannot or be or has not been cured by the Company on or before the earlier of (a) the third Business Day prior to the Outside Date and (b) the date that is 30 calendar days following the date of our delivery of such written notice to the Company; provided, however, that Parent does not have the right to terminate the Merger Agreement pursuant to this bullet if Parent is then in breach of any of its covenants or obligations under the Merger Agreement; or

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(i) prior to receipt of the required Company Stockholder Approval, the Board has effected an adverse recommendation change, or (ii) we or any of our subsidiaries enters into any Alternative Acquisition Agreement.

Termination Fees (page 91)

Company Termination Fee

We have agreed to pay Parent a termination fee of $16 million (the “Company Termination Fee”), if:

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we terminate the Merger Agreement pursuant to the provision described in the second bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by the Company”;

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Parent terminates the Merger Agreement pursuant to the provision described in the second bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Parent”; or

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all of the following requirements are satisfied:

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we or Parent validly terminate the Merger Agreement pursuant to the provision described in the first bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Either the Company or Parent” (and at the time of such termination we are not able to terminate the Merger Agreement pursuant to the provision described in the third bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by the Company” or the provision described in the third bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Either the Company or Parent”), or Parent validly terminate the Merger Agreement pursuant to the provision described in the first bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Parent”; and

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(1) a third party has made an Acquisition Proposal to us or our representatives or has publicly proposed or made (or publicly announced an intention, whether or not conditional, to make) an Acquisition Proposal (and in the case of a termination pursuant to the provision described in the third bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Either the Company or Parent,” such Acquisition Proposal or publicly proposed or announced intention was made prior to the date of the Special Meeting (including any adjournments and postponements thereof)), and (2) within 12 months of such termination of the Merger Agreement, we enter into a definitive agreement providing for the implementation of any Acquisition Proposal or any Acquisition Proposal is consummated (provided, however, that for purposes of this bullet, the references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “80%”).

The Company has also agreed that in the event the Merger Agreement is terminated by either the Company or Parent pursuant to the third bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by Either the Company or Parent” under circumstances in which the Company Termination Fee is not payable pursuant to the third bullet in the section entitled “The Merger Agreement—Termination Fees—Company Termination Fee”, then the Company shall reimburse Parent and its affiliates for all of their reasonable documented, out-of-pocket fees and expenses, up to a maximum of $2 million.

Parent Termination Fee

Parent has agreed to pay to us a termination fee of $35 million (the “Parent Termination Fee”) if we validly terminate the Merger Agreement pursuant to the provisions described in the third bullet in the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination by the Company.”

Specific Performance (page 92)

The parties to the Merger Agreement have agreed that irreparable harm would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached and that each party will be entitled, prior to the valid termination of the Merger Agreement, to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (other than Parent and Merger Sub’s obligation to effect the closing, which is governed by the next sentence). The parties to the Merger Agreement have further agreed that, prior to the valid termination of the Merger Agreement and any dispute over the right to termination having been finally resolved, we will be entitled to an injunction, specific performance or other equitable remedy to specifically enforce Parent and Merger Sub’s obligation to effect the closing on the terms and conditions set forth in the Merger Agreement in the event that (1) the mutual conditions to the parties’ obligations to effect the Merger and the additional conditions to the obligations of Parent and Merger Sub to effect the Merger (other than those conditions that by their nature are to be satisfied at the closing; provided, that

each such condition is then capable of being satisfied at the closing) have been satisfied or waived, (2) the debt financing is available to be funded or will be funded or will be funded if the equity financing is funded, in each case in accordance with the terms of the debt commitment letter, (3) Parent has failed to consummate the closing at the time when it was required under the Merger Agreement, and (4) we have irrevocably confirmed in writing to Parent that if specific performance were granted and the debt financing and equity financing were funded, then the closing will occur within five business days after receipt of such irrevocable confirmation.

Regulatory Matters (page 62)

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the execution of the Merger Agreement or the completion of the Merger, other than the acceptance for record of the Articles of Merger with respect to the Merger by the State Department of Assessments and Taxation of Maryland.

No Dissenters’ Rights of Appraisal (page 94)

We are organized as a corporation under Maryland law. Because our Common Stock was listed on the NYSE on the Record Date for determining stockholders entitled to vote at the Special Meeting, our stockholders holding Common Stock do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder under the Maryland General Corporation Law (“MGCL”) in connection with the Merger. In addition, holders of our Common Stock may not exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder to receive the fair value of the stockholder’s shares in connection with the Merger because, as permitted by the MGCL, our charter provides that stockholders are not entitled to exercise such rights unless the Board, upon the affirmative vote of a majority of the Board, determines that the rights apply. The Board has made no such determination. However, our stockholders can vote against the Merger Proposal. In addition, holders of our Preferred Stock do not have appraisal rights, dissenters’ rights or the rights of an objecting stockholder under the MGCL in connection with the Merger because such holders are not entitled to vote on the Merger Proposal.

Material U.S. Federal Income Tax Consequences (page 62)

The receipt of cash for each share of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, you will recognize gain or loss as a result of the Merger measured by the difference, if any, between the cash you receive and your adjusted tax basis in your shares. In addition, under certain circumstances, we may be required to withhold a portion of your Common Stock Merger Consideration under applicable tax laws, including, in the case of non-U.S. holders, pursuant to the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular tax situation. We encourage you to consult your tax advisor regarding the tax consequences of the Merger to you.

For a more complete description of the material U.S. federal income tax consequences of the Merger, see the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”.

Delisting and Deregistration of Shares of Our Common Stock and Preferred Stock (page 68)

If the Merger is completed, the Common Stock and Preferred Stock will no longer be traded on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the Merger Agreement, a copy of which is attached to this proxy statement as Annex A.

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SEC Form PREM14A filed by City Office REIT Inc.