シティオフィスREITの四半期報告

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36409

CITY OFFICE REIT, INC.

(Exact name of registrant as specified in its charter)


Maryland		98-1141883
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

666 Burrard Street

Suite 3210

Vancouver, BC

V6C 2X8

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 806-3366

Securities registered pursuant to Section 12(b) of the Act:

      Title of Each Class

      Trading Symbol(s)

      Name of each Exchange on Which Registered

      Common Stock, $0.01 par value
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share

      “CIO”
“CIO.PrA”

      New York Stock Exchange
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at April 29, 2025 was 40,358,240.

Table of Contents

City Office REIT, Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended March 31, 2025

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive (Loss)/Income for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	5
	Notes to the Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION	24

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

City Office REIT, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value and share data)


	March 31, 2025			December 31, 2024
Assets
Real estate properties
Land	$	190,372		$	190,372
Building and improvement		1,171,558			1,169,793
Tenant improvement		166,374			163,569
Furniture, fixtures and equipment		1,405			1,368
		1,529,709			1,525,102
Accumulated depreciation		(263,074	)		(251,956	)
		1,266,635			1,273,146
Cash and cash equivalents		21,997			18,886
Restricted cash		14,620			15,073
Rents receivable, net		52,208			52,311
Deferred leasing costs, net		25,571			25,291
Acquired lease intangible assets, net		32,770			34,631
Other assets		22,724			23,744
Assets held for sale		—			12,588
Total Assets	$	1,436,525		$	1,455,670
Liabilities and Equity
Liabilities:
Debt	$	645,879		$	646,972
Accounts payable and accrued liabilities		26,967			34,535
Deferred rent		6,624			7,010
Tenant rent deposits		7,226			7,257
Acquired lease intangible liabilities, net		5,995			6,301
Other liabilities		17,294			16,879
Liabilities related to assets held for sale		—			2,176
Total Liabilities		709,985			721,130
Commitments and Contingencies (Note 9)
Equity:
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 issued and outstanding as of March 31, 2025 and December 31, 2024		112,000			112,000
Common stock, $0.01 par value, 100,000,000 shares authorized, 40,358,240 and 40,154,055 shares issued and outstanding as of March 31, 2025 and December 31, 2024		403			401
Additional paid-in capital		442,578			442,329
Retained earnings		172,218			179,838
Accumulated other comprehensive loss		(1,359	)		(713	)
Total Stockholders’ Equity		725,840			733,855
Non-controlling interests in properties		700			685
Total Equity		726,540			734,540
Total Liabilities and Equity	$	1,436,525		$	1,455,670

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

City Office REIT, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)


	Three Months Ended March 31,
	2025			2024
Rental and other revenues	$	42,258		$	44,493
Operating expenses:
Property operating expenses		16,272			17,744
General and administrative		3,728			3,711
Depreciation and amortization		15,125			15,075
Total operating expenses		35,125			36,530
Operating income		7,133			7,963
Interest expense:
Contractual interest expense		(8,278	)		(8,098	)
Amortization of deferred financing costs and debt fair value		(354	)		(319	)
		(8,632	)		(8,417	)
Net loss		(1,499	)		(454	)
Less:
Net income attributable to non-controlling interests in properties		(171	)		(135	)
Net loss attributable to the Company		(1,670	)		(589	)
Preferred stock distributions		(1,855	)		(1,855	)
Net loss attributable to common stockholders	$	(3,525	)	$	(2,444	)
Net loss per common share:
Basic	$	(0.09	)	$	(0.06	)
Diluted	$	(0.09	)	$	(0.06	)
Weighted average common shares outstanding:
Basic		40,306			40,097
Diluted		40,306			40,097
Dividend distributions declared per common share	$	0.10		$	0.10

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

City Office REIT, Inc.

Condensed Consolidated Statements of Comprehensive (Loss)/Income

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2025			2024
Net loss	$	(1,499	)	$	(454	)
Other comprehensive (loss)/income:
Unrealized cash flow hedge (loss)/gain		(586	)		2,906
Amounts reclassified to interest expense		(79	)		(1,117	)
Other comprehensive (loss)/income		(665	)		1,789
Comprehensive (loss)/income		(2,164	)		1,335
Less:
Comprehensive income attributable to non-controlling interests in properties		(152	)		(161	)
Comprehensive (loss)/income attributable to the Company	$	(2,316	)	$	1,174

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

City Office REIT, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(In thousands)


	Number of shares of preferred stock		Preferred stock		Number of shares of common stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive loss			Total stockholders’ equity			Non- controlling interests in properties			Total equity
Balance —December 31, 2024		4,480	$	112,000		40,154	$	401	$	442,329	$	179,838		$	(713	)	$	733,855		$	685		$	734,540
Restricted stock award grants and vesting		—		—		204		2		249		(59	)		—			192			—			192
Common stock dividend distribution declared		—		—		—		—		—		(4,036	)		—			(4,036	)		—			(4,036	)
Preferred stock dividend distribution declared		—		—		—		—		—		(1,855	)		—			(1,855	)		—			(1,855	)
Contributions		—		—		—		—		—		—			—			—			24			24
Distributions		—		—		—		—		—		—			—			—			(161	)		(161	)
Net (loss)/income		—		—		—		—		—		(1,670	)		—			(1,670	)		171			(1,499	)
Other comprehensive loss		—		—		—		—		—		—			(646	)		(646	)		(19	)		(665	)
Balance —March 31, 2025		4,480	$	112,000		40,358	$	403	$	442,578	$	172,218		$	(1,359	)	$	725,840		$	700		$	726,540

	Number of shares of preferred stock		Preferred stock		Number of shares of common stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss)/income			Total stockholders’ equity			Non- controlling interests in properties			Total equity
Balance —December 31, 2023		4,480	$	112,000		39,938	$	399	$	438,867	$	221,213		$	(248	)	$	772,231		$	402		$	772,633
Restricted stock award grants and vesting		—		—		216		2		42		(45	)		—			(1	)		—			(1	)
Common stock dividend distribution declared		—		—		—		—		—		(4,015	)		—			(4,015	)		—			(4,015	)
Preferred stock dividend distribution declared		—		—		—		—		—		(1,855	)		—			(1,855	)		—			(1,855	)
Distributions		—		—		—		—		—		—			—			—			(444	)		(444	)
Net (loss)/income		—		—		—		—		—		(589	)		—			(589	)		135			(454	)
Other comprehensive income		—		—		—		—		—		—			1,763			1,763			26			1,789
Balance —March 31, 2024		4,480	$	112,000		40,154	$	401	$	438,909	$	214,709		$	1,515		$	767,534		$	119		$	767,653

The accompanying notes are an integral part of these condensed consolidated financial statements.

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City Office REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(1,499	)	$	(454	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		15,125			15,075
Amortization of deferred financing costs and debt fair value		354			319
Amortization of above and below market leases		(4	)		(27	)
Straight-line rent/expense		(460	)		(454	)
Non-cash stock compensation		914			1,070
Changes in non-cash working capital:
Rents receivable, net		649			865
Other assets		918			505
Accounts payable and accrued liabilities		(3,257	)		(1,536	)
Deferred rent		(517	)		368
Tenant rent deposits		(145	)		655
Net Cash Provided By Operating Activities		12,078			16,386
Cash Flows to Investing Activities:
Additions to real estate properties		(12,407	)		(5,989	)
Net proceeds from sale of real estate		11,574			—
Deferred leasing costs		(435	)		(1,505	)
Net Cash Used In Investing Activities		(1,268	)		(7,494	)
Cash Flows to Financing Activities:
Debt issuance and extinguishment costs		(38	)		(26	)
Proceeds from borrowings		2,000			4,000
Repayment of borrowings		(3,385	)		(5,529	)
Dividend distributions paid to stockholders		(5,870	)		(5,849	)
Distributions to non-controlling interests in properties		(161	)		(444	)
Shares withheld for payment of taxes on restricted stock unit vesting		(722	)		(1,072	)
Contributions from non-controlling interests in properties		24			—
Net Cash Used In Financing Activities		(8,152	)		(8,920	)
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash		2,658			(28	)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		33,959			43,392
Cash, Cash Equivalents and Restricted Cash, End of Period	$	36,617		$	43,364
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and Cash Equivalents, End of Period		21,997			29,533
Restricted Cash, End of Period		14,620			13,831
Cash, Cash Equivalents and Restricted Cash, End of Period	$	36,617		$	43,364
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	8,600		$	8,029
Purchase of additions in real estate properties included in accounts payable	$	6,441		$	7,526
Purchase of deferred leasing costs included in accounts payable	$	2,293		$	3,026

The accompanying notes are an integral part of these condensed consolidated financial statements.

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City Office REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

1. Organization and Description of Business

City Office REIT, Inc. (the “Company”) was organized in the state of Maryland on November 26, 2013. On April 21, 2014, the Company completed its initial public offering (“IPO”) of shares of the Company’s common stock. The Company contributed the net proceeds of the IPO to City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (“common units”).

The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of common units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the Operating Partnership’s partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners.

The Company has elected to be taxed and will continue to operate in a manner that will allow it to continue to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to qualification as a REIT, the Company will be permitted to deduct dividend distributions paid to its stockholders, eliminating the U.S. federal taxation of income represented by such distributions at the Company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates and, for years prior to 2018, any applicable alternative minimum tax.

2. Summary of Significant Accounting Policies

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

3. Real Estate Investments

Disposition of Real Estate Property

Superior Pointe

On January 14, 2025, the Company sold the Superior Pointe property in Denver, Colorado for a gross sales price of $12.0 million. No gain or loss was recognized on the sale as the property was carried at fair value less cost to sell on the date of disposition.

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4. Lease Intangibles

Lease intangibles and the value of assumed lease obligations as of March 31, 2025 and December 31, 2024 were comprised of the following (in thousands):


	Lease Intangible Assets												Lease Intangible Liabilities
March 31, 2025	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	16,596		$	68,352		$	30,632		$	115,580		$	(14,271	)	$	(138	)	$	(14,409	)
Accumulated amortization		(10,885	)		(51,449	)		(20,476	)		(82,810	)		8,353			61			8,414
	$	5,711		$	16,903		$	10,156		$	32,770		$	(5,918	)	$	(77	)	$	(5,995	)

	Lease Intangible Assets												Lease Intangible Liabilities
December 31, 2024	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	16,596		$	69,760		$	30,987		$	117,343		$	(14,294	)	$	(138	)	$	(14,432	)
Accumulated amortization		(10,584	)		(51,893	)		(20,235	)		(82,712	)		8,071			60			8,131
	$	6,012		$	17,867		$	10,752		$	34,631		$	(6,223	)	$	(78	)	$	(6,301	)

The estimated aggregate amortization expense for lease intangibles for the next five years and in the aggregate are as follows (in thousands):


2025	$	4,641
2026		5,880
2027		4,910
2028		4,212
2029		3,275
Thereafter		3,857
	$	26,775

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5. Debt

The following table summarizes the indebtedness as of March 31, 2025 and December 31, 2024 (dollars in thousands), including the impact of the effective interest rate swaps described in Note 6:


Property		March 31, 2025		December 31, 2024	Interest Rate as of March 31, 2025 (1)		Maturity
Unsecured Credit Facility (2)(3)	$	255,000	$	255,000	SOFR + 1.50%	(1)(2)	November 2025	(2)
Term Loan (3)		25,000		25,000	6.00%	(3)	January 2026
Mission City		44,865		45,095	3.78%		November 2027
Circle Point		37,993		38,109	4.49%		September 2028
Canyon Park (4)		37,961		38,159	4.30%		March 2027
The Quad		30,600		30,600	4.20%		September 2028
SanTan (5)		30,586		30,773	4.56%		March 2027
Intellicenter (6)		29,872		30,042	4.65%		October 2025
2525 McKinnon		27,000		27,000	4.24%		April 2027
FRP Collection		25,630		25,736	7.05%	(7)	August 2028
Greenwood Blvd		20,157		20,299	3.15%		December 2025
AmberGlen		20,000		20,000	3.69%		May 2027
5090 N. 40th St		19,794		19,912	3.92%		January 2027
Central Fairwinds		15,437		15,497	7.68%	(8)	June 2029
Carillon Point		14,138		14,196	7.05%	(7)	August 2028
FRP Ingenuity Drive (9)		14,096		14,096	4.44%		December 2026
Total Principal		648,129		649,514
Deferred financing costs, net		(2,250)		(2,542)
Total	$	645,879	$	646,972

(1)

As of March 31, 2025, the daily-simple Secured Overnight Financing Rate ("SOFR") was 4.41%.

(2)

Borrowings under our unsecured credit facility (the "Unsecured Credit Facility") bear interest at a rate equal to the daily-simple SOFR rate plus a margin of between 135 to 235 basis points depending upon the Company’s consolidated leverage ratio. On February 9, 2023, the Company entered into a three-year interest rate swap for a notional amount of $140 million, effective March 8, 2023, effectively fixing the SOFR component of the borrowing rate for $140 million of the Unsecured Credit Facility at 4.19%. As of March 31, 2025, the Unsecured Credit Facility had $255.0 million drawn and a $2.5 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility matures in November 2025 and may be extended by 12 months at the Company’s option 90 days prior to maturity, provided there is no event of default, the Company affirms the representations and warranties set forth in the amended and restated credit agreement, dated November 16, 2021 for the Unsecured Credit Facility (the "Amended and Restated Credit Agreement"), and the Company pays the extension fee. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

(3)

On January 5, 2023, the Company entered into a second amendment to the Amended and Restated Credit Agreement and entered into a three-year $25 million term loan, increasing its total authorized borrowings from $350 million to $375 million. Borrowings under the $25 million term loan bear interest at a rate equal to the daily-simple SOFR rate plus a margin of 210 basis points. In conjunction with the term loan, the Company also entered into a three-year interest rate swap for a notional amount of $25 million, effectively fixing the SOFR component of the borrowing rate of the term loan at 3.90%.

(4)

The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.

(5)

In the second quarter of 2023, the Debt Service Coverage Ratio (“DSCR”) and debt yield covenants for SanTan were not met, which triggered a ‘cash-sweep period’ that began in the second quarter of 2023. As of March 31, 2025, the DSCR and debt yield covenants were still not met. As of March 31, 2025 and December 31, 2024, total restricted cash for the property was $0.9 million and $1.6 million, respectively.

(6)

In April 2025, a 'cash-sweep period' began at the Intellicenter property following the DSCR covenant not being met. As of March 31, 2025, total restricted cash for the property was $1.3 million.

(7)

The FRP Collection and Carillon Point loans bear interest at a rate equal to the daily-simple SOFR rate plus a margin of 275 basis points. The SOFR component of the borrowing rate is effectively fixed for the remainder of the five-year term via interest rate swaps at 4.30%.

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(8)

The Central Fairwinds loan bears interest at a rate equal to the daily-simple SOFR rate plus a margin of 325 basis points. The SOFR component of the borrowing rate is effectively fixed for the remainder of the five-year term via an interest rate swap at 4.43%.

(9)

Under the terms of the FRP Ingenuity Drive loan modification and extension agreement signed in the second quarter of 2024, the property will be in a ‘cash-sweep period’ which will continue through the maturity of the loan. As of March 31, 2025 and December 31, 2024, total restricted cash for the property was $3.7 million and $3.6 million, respectively.

The scheduled principal repayments of indebtedness as of March 31, 2025, without consideration of extension options, are as follows (in thousands):


2025	$	308,420
2026		43,899
2027		176,734
2028		104,586
2029		14,490
Thereafter		—
	$	648,129

6. Fair Value of Financial Instruments

Fair value measurements are based on assumptions that market participants would use in pricing an asset or a liability. The hierarchy for inputs used in measuring fair value is as follows:

Level 1 Inputs – quoted prices in active markets for identical assets or liabilities

Level 2 Inputs – observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 Inputs – unobservable inputs

In January 2023, the Company entered into an interest rate swap for a notional amount of $25.0 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 3.90% for the three-year term.

In February 2023, the Company entered into an interest rate swap for a notional amount of $140.0 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.19% for the three-year term.

In August 2023, the Company entered into an interest rate swap at FRP Collection for an initial notional amount of $26.3 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.30% for the five-year term. The notional amount of the interest rate swap amortizes over the term consistent with the balance of the corresponding loan.

In August 2023, the Company entered into an interest rate swap at Carillon Point for an initial notional amount of $14.5 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.30% for the five-year term. The notional amount of the interest rate swap amortizes over the term consistent with the balance of the corresponding loan.

In May 2024, the Company entered into an interest rate swap at Central Fairwinds for an initial notional amount of $15.6 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.43% for the five-year term. The notional amount of the interest rate swap amortizes over the term consistent with the balance of the corresponding loan.

The fair value of the interest rate swaps have been classified as Level 2 fair value measurements.

The interest rate swaps have been designated and qualify as cash flow hedges and have been recognized on the condensed consolidated balance sheets at fair value, presented within other assets and other liabilities. Gains and losses resulting from changes in the fair value of derivatives that have been designated and qualify as cash flow hedges are reported as a component of other comprehensive income/(loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.

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The following table summarizes the Company’s derivative financial instruments as of March 31, 2025 and December 31, 2024 (in thousands):


					Fair Value Assets/(Liabilities)
	Notional Value March 31, 2025		Effective Date	Maturity Date	March 31, 2025			December 31, 2024
Interest Rate Swap	$	25,000	January 2023	January 2026	$	24		$	50
Interest Rate Swap		140,000	March 2023	November 2025		(86	)		(75	)
Interest Rate Swap		25,630	August 2023	August 2028		(552	)		(275	)
Interest Rate Swap		14,138	August 2023	August 2028		(305	)		(152	)
Interest Rate Swap		15,437	May 2024	June 2029		(482	)		(284	)
	$	220,205			$	(1,401	)	$	(736	)

For the three months ended March 31, 2025, approximately $0.1 million of net realized gains were reclassified to interest expense due to payments made to or received from the swap counterparty. For the three months ended March 31, 2024, approximately $1.1 million of net realized gains were reclassified to interest expense due to payments made to or received from the swap counterparty.

Cash and Cash Equivalents, Restricted Cash, Rents Receivable, Accounts Payable and Accrued Liabilities

The Company estimates that the fair value approximates carrying value due to the relatively short-term nature of these instruments.

Fair Value of Financial Instruments Not Carried at Fair Value

With the exception of fixed rate mortgage loans payable, the carrying amounts of the Company’s financial instruments approximate their fair value. The Company determines the fair value of its fixed rate mortgage loans payable based on a discounted cash flow analysis using a discount rate that approximates the current borrowing rates for instruments of similar maturities. Based on this, the Company has determined that the fair value of these instruments was $304.3 million and $301.8 million (compared to a carrying value of $312.9 million and $314.1 million) as of March 31, 2025 and December 31, 2024, respectively. Accordingly, the fair value of mortgage loans payable have been classified as Level 3 fair value measurements.

7. Related Party Transactions

Administrative Services Agreements

During the three months ended March 31, 2025, the Company earned $0.1 million in administrative services performed for Second City Real Estate II Corporation, Clarity Real Estate Ventures GP, Limited Partnership and their affiliates. During the three months ended March 31, 2024, the amounts earned by the Company for the administrative services performed for Second City Real Estate II Corporation, Clarity Real Estate Ventures GP, Limited Partnership and their affiliates were nominal.

8. Leases

Lessor Accounting

The Company is focused on acquiring, owning and operating office properties for lease to a stable and diverse tenant base. The Company’s properties have both full-service gross and net leases which are generally classified as operating leases. Rental income related to such leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments, which principally consist of tenant expense reimbursements for certain property operating expenses as provided under the lease.

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The Company recognized fixed and variable lease payments for operating leases for the three months ended March 31, 2025 and March 31, 2024 as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Fixed payments	$	36,447	$	37,592
Variable payments		5,594		6,778
	$	42,041	$	44,370

Future minimum lease payments to be received by the Company as of March 31, 2025 under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):


2025	$	95,305
2026		122,152
2027		104,967
2028		90,015
2029		69,126
Thereafter		138,192
	$	619,757

The Company’s leases may include various provisions such as scheduled rent increases, renewal options and termination options. The majority of the Company’s leases include defined rent increases rather than variable payments based on an index or unknown rate.

Lessee Accounting

As a lessee, the Company has ground and office leases which are classified as operating and financing leases. As of March 31, 2025, these leases had remaining terms of two to 63 years and a weighted average remaining lease term of 50 years. Right-of-use assets and lease liabilities have been included within other assets and other liabilities on the Company’s condensed consolidated balance sheets as follows (in thousands):


	March 31, 2025		December 31, 2024
Right-of-use asset – operating leases	$	10,024	$	10,101
Lease liability – operating leases	$	8,319	$	8,286
Right-of-use asset – financing leases	$	9,536	$	9,593
Lease liability – financing leases	$	1,659	$	1,637

Lease liabilities are measured at the commencement date based on the present value of future lease payments. One of the Company’s operating ground leases includes rental payment increases over the lease term based on increases in the Consumer Price Index (“CPI”). Changes in the CPI were not estimated as part of the measurement of the operating lease liability. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 6.2% in determining its lease liabilities. The discount rates were derived from the Company’s assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments.

Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

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Future minimum lease payments to be paid by the Company as a lessee for operating and financing leases as of March 31, 2025 for the next five years and thereafter are as follows (in thousands):


	Operating Leases			Financing Leases
2025	$	562		$	6
2026		724			8
2027		587			8
2028		587			8
2029		587			9
Thereafter		25,389			6,921
Total future minimum lease payments		28,436			6,960
Discount		(20,117	)		(5,301	)
Total	$	8,319		$	1,659

9. Commitments and Contingencies

The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.

Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the cost of removal or remediation of certain hazardous or toxic substances disposed, stored, generated, released, manufactured or discharged from, on, at, under, or in a property. As such, the Company may be potentially liable for costs associated with any potential environmental remediation at any of its formerly or currently owned properties.

The Company believes that it is in compliance in all material respects with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Management is not aware of any environmental liability that it believes would have a material adverse impact on the Company’s financial position or results of operations. Management is unaware of any instances in which the Company would incur significant environmental costs if any or all properties were sold, disposed of or abandoned. However, there can be no assurance that any such non-compliance, liability, claim or expenditure will not arise in the future.

The Company is involved from time to time in lawsuits and other disputes which arise in the ordinary course of business. As of March 31, 2025, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations.

10. Stockholders’ Equity

Share Repurchase Plan

On May 4, 2023, the Company's Board of Directors (the "Board of Directors") approved a share repurchase plan (“Repurchase Program”) authorizing the Company to repurchase up to $50 million of its outstanding shares of common stock or Series A Preferred Stock. Under the share repurchase program, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional paid-in capital by the amount that the purchase price for the shares of common stock repurchased exceed the par value.

There were no shares repurchased during the three months ended March 31, 2025 and 2024.

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Common Stock and Common Unit Distributions

On March 14, 2025, the Board of Directors approved and the Company declared a cash dividend distribution of $0.10 per common share for the quarterly period ended March 31, 2025. The dividend was paid subsequent to quarter end on April 24, 2025 to common stockholders and common unitholders of record as of the close of business on April 10, 2025, resulting in an aggregate payment of $4.0 million.

Preferred Stock Distributions

On March 14, 2025, the Board of Directors approved and the Company declared a cash dividend distribution of $0.4140625 per share of the Company’s 6.625% Series A Preferred Stock (“Series A Preferred Stock”) for an aggregate amount of $1.9 million for the quarterly period ended March 31, 2025. The dividend was paid subsequent to quarter end on April 24, 2025 to the holders of record of Series A Preferred Stock as of the close of business on April 10, 2025.

Equity Incentive Plan

The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certain non-executive employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights and other equity-based awards (including the grant of Operating Partnership long-term incentive plan units), subject to the total number of shares available for issuance under the plan. The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Compensation Committee”). On May 1, 2025, the Company's stockholders approved an amendment to the Equity Incentive Plan increasing the maximum number of shares of common stock that may be issued under the Equity Incentive Plan from 3,763,580 shares to 5,763,580 shares. To the extent an award granted under the Equity Incentive Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards.

On May 2, 2024, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement (the “Performance RSU Award Agreement”) that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant to the Equity Incentive Plan. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of the Company’s common stock over a three-year measurement period beginning January 1 of the year of grant (the “Measurement Period”) relative to the TSR of a defined peer group list of other US Office REIT companies (the “Peer Group”) as of the first trading date in the year of grant. The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum. To the extent earned, the payouts of the Performance RSU Awards are intended to be settled in the form of shares of the Company’s common stock, pursuant to the Equity Incentive Plan. Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to the Company’s common stock during each annual measurement period during the Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of the Company’s common stock that are earned. Shares of the Company’s common stock issuable pursuant to the Performance RSU Awards and dividend equivalents granted pursuant to the Performance RSU Award Agreement, taken together with the shares issuable pursuant to any other grants under the Equity Incentive Plan, shall not exceed the annual limitation set forth in Section 6 of the Equity Incentive Plan.

During the first quarter of 2025, the Performance RSU Awards granted in January 2022, with a January 1, 2022 through December 31, 2024 Measurement Period, were earned at 50% of the target number of shares granted based on achievement of a TSR that was at or above the 26th percentile of the 2022 Peer Group.

During the first quarter of 2024, the Performance RSU Awards granted in January 2021, with a January 1, 2021 through December 31, 2023 Measurement Period, were earned at 120% of the target number of shares granted based on achievement of a TSR that was at or above the 60th percentile of the 2021 Peer Group.

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The following table summarizes the activity of the awards under the Equity Incentive Plan for the three months ended March 31, 2025:


	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2024		588,089			629,840
Granted		292,261			275,701
Issuance of dividend equivalents		11,624			—
Vested		(290,979	)		(90,000	)
Outstanding at March 31, 2025		600,995			815,541

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three months ended March 31, 2024:


	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2023		451,741			424,888
Granted		324,414			324,952
Issuance of dividend equivalents		8,290			—
Vested		(228,747	)		(120,000	)
Outstanding at March 31, 2024		555,698			629,840

During the three months ended March 31, 2025 and March 31, 2024, the Company granted the following restricted stock unit awards (“RSU Awards”) and Performance RSU Awards to directors, executive officers and certain non-executive employees:


	Units Granted						Weighted Average Grant
	RSUs		Performance RSUs		Fair Value (in thousands)		Fair Value Per Share
2025		292,261		275,701	$	2,874	$	5.06
2024		324,414		324,952		3,539		5.45

The RSU Awards will vest in three equal, annual installments on each of the first three anniversaries of the grant of date. The Performance RSU Awards will vest on the last day of the Measurement Period.

During the three months ended March 31, 2025 and March 31, 2024, the Company recognized net compensation expense for the RSU Awards and Performance RSU Awards as follows (in thousands):


	RSUs		Performance RSUs		Total
2025	$	482	$	432	$	914
2024		641		429		1,070

11. Segment Information

The Company is a REIT focused on real estate investments and currently operates in one operating segment: Office Properties. As a group, the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have collectively been identified as the chief operating decision makers (“CODM”), as defined by GAAP. The CODM review financial information presented on a consolidated basis when making decisions. Additionally, the Company does not group its operations on a geographical basis for the purpose of measuring performance.

The CODM use both consolidated net income and net operating income (“NOI”) as the profit or loss measures to evaluate the performance of our operating segment and allocate resources. Refer to the accompanying condensed consolidated statements of operations for the presentation of consolidated net income for the three months ended March 31, 2025 and 2024. NOI is a measure which includes the revenues and certain expenses directly attributable to our office properties. NOI is defined as rental and other revenues less property operating expenses.

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NOI is used by the CODM to make operating decisions as we believe it provides information useful in understanding the core operations and operating performance of our portfolio. Total assets are not utilized by the CODM to assess performance.

The following table presents segment NOI for the three months ended March 31, 2025 and March 31, 2024 (in thousands):


	Three Months Ended March 31,
	2025		2024
Rental and other revenues	$	42,258	$	44,493
Property operating expenses		16,272		17,744
Segment net operating income	$	25,986	$	26,749

Significant expenses that comprise property operating expenses within NOI primarily include building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants.

Presented below is a reconciliation of the reportable segment NOI to the consolidated net loss (in thousands):


	Three Months Ended March 31,
	2025			2024
Segment net operating income	$	25,986		$	26,749
General and administrative		(3,728	)		(3,711	)
Depreciation and amortization		(15,125	)		(15,075	)
Contractual interest expense		(8,278	)		(8,098	)
Amortization of deferred financing costs and debt fair value		(354	)		(319	)
Consolidated net loss	$	(1,499	)	$	(454	)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based on, and should be read in conjunction with, the condensed consolidated financial statements and the related notes thereto of the City Office REIT, Inc. contained in this Quarterly Report on Form 10-Q (this “Report”).

As used in this section, unless the context otherwise requires, references to “we,” “our,” “us,” and “our company” refer to City Office REIT, Inc., a Maryland corporation, together with our consolidated subsidiaries, including City Office REIT Operating Partnership L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this section as our Operating Partnership, except where it is clear from the context that the term only means City Office REIT, Inc.

Cautionary Statement Regarding Forward-Looking Statements

This Report, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hypothetical,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements in this Report. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

•

adverse economic or real estate developments in the office sector or the markets in which we operate;

•

increased interest rates, the failure of interest rates to decrease according to market expectations, any resulting increase in financing or operating costs, the impact of inflation or stagflation, disruptions to tenants’ business, financial condition and ability to pay rent related to tariffs and other trade or sanction issues or any stall in economic growth or an economic recession;

•

changes in local, regional, national and international economic conditions, including as a result of recent pandemics or any future epidemics or pandemics;

•

the extent to which “work-from-home” and hybrid work policies impact long term office space demand;

•

our inability to compete effectively;

•

our inability to collect rent from tenants or renew tenants’ leases on attractive terms if at all;

•

our dependence upon significant tenants, bankruptcy or insolvency of a major tenant or a significant number of small tenants or borrowers, or defaults on or non-renewal of leases by tenants;

•

demand for and market acceptance of our properties for rental purposes, including as a result of near-term market fluctuations or long-term trends that result in an overall decrease in the demand for office space;

•

decreased rental rates or increased vacancy rates;

•

our failure to obtain necessary financing or access the capital markets on favorable terms or at all;

•

changes in the availability of acquisition opportunities;

•

availability of qualified personnel;

•

our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;

•

our failure to successfully operate acquired properties and operations;

•

changes in our business, financing or investment strategy or the markets in which we operate;

•

our failure to generate sufficient cash flows to service our outstanding indebtedness;

•

environmental uncertainties and risks related to adverse weather conditions and natural disasters;

•

our failure to maintain our qualification as a REIT for U.S. federal income tax purposes;

•

government approvals, actions and initiatives, including the need for compliance with environmental requirements;

•

outcome of claims and litigation involving or affecting us; changes in real estate, taxation and zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of REITs in general; and

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financial market fluctuations;

•

other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form 10-K for the year ended December 31, 2024 under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and in our subsequent reports filed with the SEC.

The forward-looking statements contained in this Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described above, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors” and elsewhere in this Form 10-Q and any updates to those factors set forth in our subsequent Quarterly Reports on Form 10-Q or other public filings with the SEC, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Report speaks only as of the date of this Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

Overview

Company

We were formed as a Maryland corporation on November 26, 2013. On April 21, 2014, we completed our IPO of shares of common stock. We contributed the net proceeds of the IPO to our Operating Partnership in exchange for common units in our Operating Partnership. Both we and our Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions.

Revenue Base

As of March 31, 2025, we owned 22 properties comprised of 54 office buildings with a total of approximately 5.4 million square feet of net rentable area (“NRA”). As of March 31, 2025, our properties were approximately 84.9% leased.

Office Leases

Historically, most leases for our properties have been on a full-service gross or net lease basis, and we expect to continue to use such leases in the future. A full-service gross lease generally has a base year expense “stop,” whereby we pay a stated amount of expenses as part of the rent payment while future increases (above the base year stop) in property operating expenses are billed to the tenant based on such tenant’s proportionate square footage in the property. The property operating expenses are reflected in operating expenses; however, only the increased property operating expenses above the base year stop recovered from tenants are reflected as tenant recoveries within rental and other revenues on our condensed consolidated statements of operations. In a triple net lease, the tenant is typically responsible for all property taxes and operating expenses. As such, the base rent payment does not include any operating expenses, but rather all such expenses are billed to or paid by the tenant. The full amount of the expenses for this lease type is reflected in operating expenses, and the reimbursement is reflected as tenant recoveries. We are also a lessor for a fee simple ground lease at the AmberGlen property.

Factors That May Influence Our Operating Results and Financial Condition

Economic Environment and Inflation

The broader economy in the U.S. has experienced increased levels of inflation, higher interest rates and tightened monetary and fiscal policies. The banking and lending sector in particular has been impacted by the interest rate environment. Recently, interest rates, monetary policy and inflation have begun to shift towards an improved economic environment. Office capital markets activity continues to be suppressed, largely driven by limited debt availability for the sector. However, it remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation, and this evolving economic environment impacts our operating activities as:

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business leaders may generally become more reticent to make large capital allocation decisions, such as entry into a new lease, given the uncertain economic environment;

•

our cost of capital has increased due to higher interest rates and credit spreads, and private market debt financing and re-financing is significantly more challenging to arrange; and

•

retaining and attracting new tenants has become increasingly challenging due to potential business layoffs, downsizing and industry slowdowns.

Despite the current economic environment, there is increasing evidence that many businesses have or will strengthen their in-person work policies particularly if economic conditions worsen. Many of these companies have increased their workforce and requirements for their workforce to work from the office, without increasing their available space. We expect these factors will help offset, at least partially, the headwinds to office space demand.

Work-From-Home Trends

Our business has been impacted by tenant uncertainty regarding office space needs given the evolving remote and hybrid working trends. Usage of our assets in the near future depends on corporate and individual decisions regarding return to usage of office space, which is impossible to estimate. As of March 31, 2025, 12.4% of NRA under our portfolio was vacant, when excluding committed leases, as compared to 14.0% as of March 31, 2024.

Leasing activity has been impacted by work-from-home trends. We have experienced uncertainty over existing tenants’ long-term space requirements. Overall, this could reduce our anticipated rental revenues. In addition, certain tenants in our markets have and may explore opportunities to sublease all or a portion of their leased square footage to other tenants or third parties. While subleasing generally does not impact the ability to collect payment from the original lessee and will not result in any decrease in the rental revenues expected to be received from the primary tenant, this trend could reduce our ability to lease incremental square footage to new tenants, increase the square footage of our properties that “go dark,” reduce anticipated rental revenue should tenants determine their long-term needs for square footage are lower than originally anticipated, and impact the pricing and competitiveness for leasing office space in our markets.

We will continue to actively evaluate business operations and strategies to optimally position ourselves given current economic and industry conditions.

Business and Strategy

We focus on owning office properties in our footprint of growth markets predominantly in the Sun Belt. Our markets generally possess growing populations with above-average employment growth forecasts, a large number of government offices, large international, national and regional employers across diversified industries, generally lower-cost centers for business operations and a high quality of life. We believe these characteristics have made our markets desirable, as evidenced by domestic net migration generally towards our geographic footprint. A majority of our properties are well located, have good access and functionality to our markets, are new or in new condition, attract high-quality tenants and are professionally managed. We utilize our management’s market-specific knowledge and relationships as well as the expertise of local real estate property and leasing managers to identify acquisition opportunities that we believe will offer cash flow stability and long-term value appreciation.

On April 14, 2024, we announced our intention, subject to a variety of conditions, to enter into a joint venture that would result in us having an ownership interest in a condominium development in St. Petersburg, Florida. Although we intend to continue to focus on owning office properties in growth markets predominantly in the Sun Belt, we will continue to evaluate a broad array of potential opportunities that we believe could maximize shareholder value.

Rental Revenue and Tenant Recoveries

The amount of net rental revenue generated by our properties will depend principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that becomes available from lease terminations. As of March 31, 2025, the operating properties in our portfolio were 84.9% leased, with 7.6% of our leases scheduled to expire over the remainder of the calendar year, without regard to renewal options. The amount of rental revenue generated also depends on our ability to maintain or increase rental rates at our properties. Our leases typically include rent escalation provisions designed to provide annual growth in our rental income as well as an ability to pass through cost escalations to our tenants, and in the normal course of business we do not typically waive these rent escalation provisions.

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Certain leases contain termination provisions which permit the tenant to terminate the arrangement generally upon payment of a termination fee, which we believe acts as a deterrent to cancelling the lease. These early termination provisions applied to approximately 16.1% of the NRA in our portfolio as of March 31, 2025. In 2025, no tenant has exercised an early termination provision. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. We continually monitor our tenants’ ability to meet their lease obligations to pay us rent to determine if any adjustments should be reflected currently. General Services Administration (“GSA”) tenants represent approximately 3.9% of the base rental revenue from our properties as of March 31, 2025, with all federal or state governmental agencies representing 5.9%. Future economic downturns or regional downturns affecting our markets or submarkets or downturns in our tenants’ industries, including as a result of high interest rates and the fluctuating likelihood of a U.S. recession, that impair our ability to renew or re-let space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. In addition, growth in rental revenue will also partially depend on our ability to acquire additional properties that meet our investment criteria.

Leasing Activity

The following table presents our leasing activity for the three months ended March 31, 2025.


Three Months Ended March 31, 2025 Leasing Activity	New Leasing		Renewal Leasing			Total Leasing
Square Feet (000's)		101		43			144
Average Effective Rents per Square Foot	$	29.97	$	33.87		$	31.13
Tenant Improvements per Square Foot	$	21.12	$	9.00		$	17.51
Leasing Commissions per Square Foot	$	12.06	$	10.89		$	11.71
% Change in Renewal Cash Rent vs. Expiring				20.3	%
Retention Rate %				34	%

Our Properties

As of March 31, 2025, we owned 22 properties comprised of 54 office buildings with a total of approximately 5.4 million square feet of NRA in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, Raleigh, San Diego, Seattle and Tampa. The following table presents an overview of our portfolio as of March 31, 2025.


Metropolitan Area	Property	Year of Construction		Economic Interest			NRA (000’s Square Feet)		In Place Occupancy			Annualized Average Effective Rent per Square Foot(1)		Annualized Base Rent per Square Foot		Annualized Gross Rent per Square Foot(2)		Annualized Base Rent(3) ($000’s)
Phoenix, AZ	Block 23(4)		2019		100.0	%		307		89.0	%	$	27.66	$	29.71	$	33.22	$	7,397
(28.1% of NRA)	Pima Center	2006-2008			100.0	%		272		58.5	%	$	28.16	$	29.78	$	29.78	$	4,737
	SanTan	2000-2003			100.0	%		267		55.8	%	$	32.98	$	34.17	$	34.17	$	5,082
	5090 N 40th St	1988			100.0	%		173		73.4	%	$	33.49	$	35.51	$	35.51	$	4,510
	Camelback Square	1978			100.0	%		174		71.7	%	$	36.76	$	39.20	$	39.20	$	4,888
	The Quad	1982			100.0	%		163		97.4	%	$	33.37	$	35.08	$	35.40	$	5,568
	Papago Tech	1993-1995			100.0	%		163		79.2	%	$	25.43	$	26.73	$	26.73	$	3,444
Tampa, FL	Park Tower	1973			94.8	%		482		91.6	%	$	29.40	$	29.55	$	29.55	$	13,038
(19.4%)	City Center	1984			95.0	%		241		77.3	%	$	33.31	$	34.63	$	34.63	$	6,448
	Intellicenter	2008			100.0	%		204		76.1	%	$	24.31	$	25.96	$	25.96	$	4,023
	Carillon Point	2007			100.0	%		124		100.0	%	$	30.41	$	31.78	$	31.78	$	3,947
Orlando, FL	Florida Research Park	1999			96.6	%		398		98.8	%	$	26.93	$	27.85	$	29.27	$	10,928
(13.3%)	Central Fairwinds	1982			97.0	%		168		86.4	%	$	27.67	$	29.35	$	29.35	$	4,267
	Greenwood Blvd	1997			100.0	%		155		100.0	%	$	24.84	$	25.75	$	25.75	$	3,992
Raleigh, NC	Bloc 83	2019; 2021			100.0	%		493		94.6	%	$	41.26	$	39.71	$	40.07	$	18,533
(9.1%)
Dallas, TX	The Terraces	2017			100.0	%		173		85.6	%	$	39.00	$	38.92	$	59.42	$	5,751
(5.2%)	2525 McKinnon	2003			100.0	%	111			44.4	%	$	29.20	$	30.92	$	49.92	$	1,529
San Diego, CA	Mission City	1990-2007			100.0	%		281		93.7	%	$	39.07	$	40.55	$	40.55	$	10,691
(5.2%)
Sun Belt - Subtotal / Weighted Average(5)								4,349		83.9	%	$	31.88	$	32.76	$	34.32	$	118,773
Denver, CO	Denver Tech	1997; 1999			100.0	%		381		78.4	%	$	23.08	$	23.78	$	32.60	$	7,106
(12.1%)	Circle Point	2001			100.0	%		272		91.2	%	$	19.90	$	20.94	$	36.59	$	5,200
Seattle, WA	Canyon Park	1993; 1999			100.0	%		207		100.0	%	$	22.31	$	25.32	$	31.32	$	5,235
(3.8%)
Portland, OR	AmberGlen	1984-1998			76.0	%		203		95.0	%	$	23.07	$	24.36	$	25.48	$	4,706
(3.8%)
Other - Subtotal / Weighted Average(5)								1,063		89.0	%	$	22.07	$	23.49	$	31.92	$	22,247
Total / Weighted Average - March 31, 2025(5)								5,412		84.9	%	$	29.86	$	30.85	$	33.83	$	141,020

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(1)

Annualized Average Effective Rent accounts for the impact of straight-line rent adjustments, including the amortization of rent escalations and base rent concessions (e.g., free rent abatements) contained in the lease. The square foot result per property is calculated by multiplying (i) Average Effective Rent for the month ended March 31, 2025 by (ii) 12, divided by the occupied square footage in that period.

(2)

Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net leases.

(3)

Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended March 31, 2025 by (ii) 12.

(4)

Annualized base rent per square foot for Block 23 excludes percentage rent leases.

(5)

Averages weighted based on the property’s NRA, adjusted for occupancy.

Operating Expenses

Our operating expenses generally consist of utilities, property and ad valorem taxes, insurance and site maintenance costs. Increases in these expenses over tenants’ base years (until the base year is reset at expiration) are generally passed along to tenants in our full-service gross leased properties and are generally paid in full by tenants in our net leased properties.

Conditions in Our Markets

Positive or negative changes in economic or other conditions in the markets we operate in, including state budgetary shortfalls, employment rates, natural hazards and other factors, may impact our overall performance. While we generally expect the trend of positive population and economic growth in our Sun Belt cities to continue, there is no way for us to predict whether these trends will continue, especially in light of inflation and elevated interest rates as well as potential changes in tax policy, trade policy, immigration policy, fiscal policy and monetary policy. In addition, it is uncertain and impossible to estimate the potential impact that the work-from-home trend will have on the short- and long-term demand for office space in our markets.

Critical Accounting Policies and Estimates

The interim condensed consolidated financial statements follow the same policies and procedures as outlined in the audited consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations

Comparison of Three Months Ended March 31, 2025 to Three Months Ended March 31, 2024

Rental and Other Revenues. Rental and other revenues include net rental income, including parking, signage and other income, as well as the recovery of operating costs and property taxes from tenants. Rental and other revenues decreased $2.2 million, or 5%, to $42.3 million for the three months ended March 31, 2025 compared to $44.5 million for the three months ended March 31, 2024. Revenue decreased year over year due to the dispositions and tenant departures at Superior Pointe in January 2025 and Cascade Station in June 2024 which reduced revenue by $0.8 million and $0.6 million, respectively. Revenue also decreased at 2525 McKinnon and Intellicenter by $0.4 million and $0.4 million, respectively, due to lower occupancy at the properties compared to the prior year. Revenue also decreased at Block 23 and The Terraces by $1.1 million and $0.4 million, respectively, largely due to the downsize of WeWork resulting in a termination fee received in the prior period and lower income in the current period at those properties. Offsetting these decreases, revenue increased year over year at Bloc 83 and Mission City by $0.5 million and $0.4 million, respectively, due to higher occupancy. The remaining properties’ rental and other revenues were marginally higher in comparison to the prior year period.

Operating Expenses

Property Operating Expenses. Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance and re-leasing costs. Property operating expenses decreased $1.4 million, or 8%, to $16.3 million for the three months ended March 31, 2025, from $17.7 million for the three months ended March 31, 2024. The disposition of Superior Pointe in January 2025 and Cascade Station in June 2024 decreased property operating expenses by $0.5 million and $0.3 million, respectively. Property taxes decreased across the portfolio by $0.7 million, excluding the dispositions noted above, in comparison to the prior year as property tax accruals were lower in the first quarter of 2025 as compared to the first quarter of 2024. In 2024, the final property tax assessments received at year end were lower than accrued in the first quarter of 2024. The remaining property operating expenses were relatively unchanged in comparison to the prior period.

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General and Administrative. General and administrative expenses are comprised of public company reporting costs and the compensation of our employees and Board of Directors, as well as non-cash stock-based compensation expenses. General and administrative expenses remained relatively flat at $3.7 million for the three months ended March 31, 2025, the same as reported in the prior year.

Depreciation and Amortization. Depreciation and amortization remained relatively flat at $15.1 million for the three months ended March 31, 2025, the same as reported in the prior year. The dispositions of Superior Pointe in January 2025 and Cascade Station in June 2024 decreased depreciation and amortization expense by $0.4 million and $0.2 million, respectively. The remaining properties’ depreciation expenses were $0.6 million higher in comparison to the prior year period.

Other Expense (Income)

Interest Expense. Interest expense increased $0.2 million, or 3%, to $8.6 million for the three months ended March 31, 2025, from $8.4 million for the three months ended March 31, 2024. The disposition of Cascade Station in June 2024 decreased interest expense by $0.2 million. The remaining properties’ interest expenses were $0.4 million higher in comparison to the prior year period.

Cash Flows

Comparison of Three Months Ended March 31, 2025 to Three Months Ended March 31, 2024

Cash, cash equivalents and restricted cash were $36.6 million and $43.4 million as of March 31, 2025 and March 31, 2024, respectively.

Cash flow from operating activities. Net cash provided by operating activities decreased by $4.3 million to $12.1 million for the three months ended March 31, 2025 compared to $16.4 million for the three months ended March 31, 2024. The decrease was primarily attributable to changes in working capital.

Cash flow to investing activities. Net cash used in investing activities decreased by $6.2 million to $1.3 million for the three months ended March 31, 2025 compared to $7.5 million for the three months ended March 31, 2024. The decrease in cash used in investing activities was primarily attributable to the sale of Superior Pointe in the current year for proceeds of $11.6 million. This decrease was partially offset by an increase in additions to real estate properties for the three months ended March 31, 2025.

Cash flow to financing activities. Net cash used in financing activities decreased by $0.7 million to $8.2 million for the three months ended March 31, 2025 compared to $8.9 million for the three months ended March 31, 2024. The decrease in cash used in financing activities was primarily attributable to lower net proceeds from borrowings and lower withholding taxes on restricted stock units vesting for the three months ended March 31, 2025.

Non-GAAP Supplemental Measures: NOI

NOI is a non-GAAP measure which includes the revenue and expense directly attributable to our office properties. NOI is calculated as rental and other revenues less property operating expenses.

We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.

Refer to Note 11 to our condensed consolidated financial statements for the revenue and expense items comprising NOI and a reconciliation of NOI to consolidated net income.

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Liquidity and Capital Resources

Analysis of Liquidity and Capital Resources

We had approximately $22.0 million of cash and cash equivalents and $14.6 million of restricted cash as of March 31, 2025.

On March 15, 2018, the Company entered into a credit agreement for the Unsecured Credit Facility that provided for commitments of up to $250 million. On September 27, 2019, the Company entered into a five-year $50 million term loan, increasing its authorized borrowings under the Company’s Unsecured Credit Facility from $250 million to $300 million. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement that increased the total authorized borrowings from $300 million to $350 million. On January 5, 2023, the Company entered into a second amendment to the Amended and Restated Credit Agreement for the Unsecured Credit Facility and entered into a three-year $25 million term loan, increasing its total authorized borrowings from $350 million to $375 million. The Unsecured Credit Facility matures in November 2025 and may be extended by 12 months beginning in August 2025, at the Company’s option upon meeting certain conditions. The Company expects to pursue such an extension. On September 27, 2024, the $50 million term loan matured and was repaid with proceeds from the Unsecured Credit Facility, reducing total authorized borrowings from $375 million to $325 million. As of March 31, 2025, of the $325 million total authorized borrowings, we had approximately $255.0 million outstanding under our Unsecured Credit Facility, $25.0 million outstanding under a term loan and a $2.5 million letter of credit to satisfy escrow requirements for a mortgage lender.

On February 26, 2020, the Company and the Operating Partnership entered into equity distribution agreements (collectively, the “Agreements”) with certain investment banks acting as sales agents (the “Sales Agents”), pursuant to which the Company may issue and sell from time to time up to 15,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock through the Sales Agents, acting as agents or principals (the “ATM Program”). In the event that the Company elects to make sales under the ATM Program, the Company will file a prospectus supplement to the prospectus included in the Company's Registration Statement on Form S-3. The Company did not issue any shares of common stock or Series A Preferred Stock under the ATM Program during the three months ended March 31, 2025.

Following changes in property-level occupancy rates, it is possible that we could fail certain financial covenants within certain property-level mortgage borrowings. For mortgages with financial covenants, the lenders’ remedy of a covenant failure would be a requirement to escrow funds for the purpose of meeting our future debt payment obligations. As of March 31, 2025, the lender for our mortgage borrowings at the SanTan property has elected their right to direct property cash flows into lender-controlled restricted cash accounts to fund property operations until certain thresholds are met. Further, under the terms of the loan modification and extension agreement at the FRP Ingenuity Drive property, signed in the second quarter of 2024, property cash flows from this property will be directed into lender-controlled restricted cash accounts through the maturity of the loan. For these two properties, the total restricted cash as of March 31, 2025 was $4.6 million.

Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations and reserves established from existing cash. We have further sources such as proceeds from our public offerings, including under our ATM Program, and borrowings under our mortgage loans and our Unsecured Credit Facility.

Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at maturity, property acquisitions and non-recurring capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness and the issuance of equity and debt securities. We also may fund property acquisitions and non-recurring capital improvements using our Unsecured Credit Facility pending longer term financing.

We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, we cannot assure you that this is or will continue to be the case. Our ability to incur additional debt is dependent on a number of factors, including our degree of leverage, interest rates, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets is dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

In addition to the incurrence of debt and the offering of equity securities, dispositions of properties may serve as additional capital resources and sources of liquidity. We may recycle capital from stabilized assets or from sales of properties. Capital from these types of transactions is intended to be redeployed into property acquisitions, capital improvements, or to pay down existing debt.

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Contractual Obligations and Other Long-Term Liabilities

The following table provides information with respect to our commitments as of March 31, 2025, including any guaranteed or minimum commitments under contractual obligations. The table does not reflect available debt extension options.


	Payments Due by Period (in thousands)
Contractual Obligations	Total		2025		2026-2027		2028-2029		More than 5 years
Principal payments on indebtedness	$	648,129	$	308,420	$	220,633	$	119,076	$	—
Interest payments (1)		53,108		22,949		24,520		5,639		—
Tenant-related commitments		12,052		12,052		—		—		—
Lease obligations		35,396		568		1,327		1,191		32,310
Total	$	748,685	$	343,989	$	246,480	$	125,906	$	32,310

(1)

Contracted interest on the floating rate borrowings under our Unsecured Credit Facility was calculated based on the balance and interest rate at March 31, 2025. Contracted interest on our loans which we have applied interest rate swaps was calculated based on the swap fixing the SOFR component of the borrowing rates.

Inflation

Substantially all of our office leases include expense reimbursement provisions that provide for property operating expense escalations. In addition, most of the leases provide for fixed rent increases. We believe that expense increases due to inflation may be at least partially offset by these contractual rent increases and expense escalations. However, a longer period of inflation could affect our cash flows or earnings, or impact our borrowings, as discussed elsewhere in this Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We use derivative financial instruments to manage or hedge interest rate risks related to borrowings. We do not use derivatives for trading or speculative purposes. We have entered, and we will only enter into, contracts with major financial institutions based on their credit rating and other factors. See Note 6 to our condensed consolidated financial statements in Item 1 of this Report for more information regarding our derivatives.

We currently consider our interest rate exposure to be moderate because as of March 31, 2025, approximately $533.1 million, or 82.3%, of our debt had fixed interest rates, or effectively fixed rates when factoring in interest rate swaps, and $115.0 million, or 17.7%, had variable interest rates. The interest rate swaps effectively fix the SOFR component of the borrowing rates until maturity of the debt. A 1% increase in SOFR would result in a $1.2 million increase to our annual interest costs on debt outstanding as of March 31, 2025 and would decrease the fair value of our outstanding debt, as well as increase interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility. A 1% decrease in SOFR would result in a $1.2 million decrease to our annual interest costs on debt outstanding as of March 31, 2025 and would increase the fair value of our outstanding debt, as well as decrease interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility.

Interest rate risk amounts are our management’s estimates based on our Company’s capital structure and were determined by considering the effect of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. We may take actions to further mitigate our exposure to changes in interest rates. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our Company’s financial structure.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on the most recent evaluation, the Company’s Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) were effective as of March 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

There have been no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We and our subsidiaries are, from time to time, parties to litigation arising from the ordinary course of business. As of March 31, 2025, management does not believe that any such litigation will have a material adverse effect, individually or in the aggregate, on our financial position or results of operations.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, except for the one below. Any of those risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.

We may engage in development or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations.

We may engage in development or other expansion projects, which could subject us to additional or unforeseen costs and capital requirements or require us to obtain additional state and local permits. A decision by any governmental agency not to issue a required permit or substantial delays in the permitting process could cause us to incur penalties, delay us from receiving rental payments or result in us receiving reduced rental payments, or prevent us from pursuing the development or expansion project altogether. Additionally, any such new development or expansion project may not operate at designed capacity or may cost more to operate than we expect. The inability to successfully complete development expansion or other value-added projects or to complete them on a timely basis could adversely affect our business and results of operations.

We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as our previously-announced plan to develop a condominium and mixed use tower in St. Petersburg, Florida, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures or joint ventures. We plan to invest and may continue to invest in new or different assets or enter into new transaction structures that may or may not be closely related to our current business and which could require new or additional processes, controls, systems and personnel. These new assets and transaction structures may have new, different or increased risks than what we are currently exposed to in our business and we may not be able to manage these risks successfully. Such risks include:

•

When investing in new assets or transaction structures, we will be exposed to the risk that those assets or structures, or the income generated thereby, will affect our ability to meet the requirements to maintain our REIT status, or will subject us to additional regulatory requirements or limitations;

•

Our partners or investors may share certain approval rights over major decisions or have the ability to appoint persons to governing bodies;

•

Our partners or investors may seek to exit or redeem their investment, and may do so simultaneously, causing the venture to seek capital to satisfy these requests on less than optimal terms;

•

If our partners or investors fail to fund their share of any required capital contributions, then we may choose to contribute such capital or the venture may have to raise additional capital or incur indebtedness on less than optimal terms;

•

Our partners or investors may have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the venture and adversely impact our consolidated financial position or results of operations;

•

The governing agreements may restrict the transfer of an interest in the co-investment venture or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

•

Our relationships with our partners or investors are likely to be contractual in nature and may be terminated or dissolved under the terms of the agreements, and in such event, the venture may terminate or we may not continue to invest in or manage the assets underlying such relationships resulting in a decrease in our assets under management and a reduction in fee revenues; and

•

Disputes between us and our partners or investors may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable co-investment venture to additional risk.

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If we are not able to successfully manage the risks associated with such new assets, it could have an adverse effect on our business, results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


Exhibit Number		Description
3.1		Articles of Amendment and Restatement of the Company, as amended and supplemented (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2018).
3.2		Third Amended and Restated Bylaws of the Company, effective as of August 2, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed August 3, 2023).
4.1		Certificate of Common Stock of City Office REIT, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A filed with the Commission on February 18, 2014).
4.2		Form of certificate representing the 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Commission on September 30, 2016).
31.1		Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 †
31.2		Certification by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 †
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover page formatted as Inline XBRL and contained in Exhibit 101

† Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	CITY OFFICE REIT, INC.

Date: May 2, 2025	By:	/s/ James Farrar
		James Farrar
		Chief Executive Officer and Director
		(Principal Executive Officer)


Date: May 2, 2025	By:	/s/ Anthony Maretic
		Anthony Maretic
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

EX-31.1 2 cio-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification

I, James Farrar, certify that:

I have reviewed this Quarterly Report on Form 10‑Q for the period ended March 31, 2025 of City Office REIT, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

      May 2, 2025

      /s/ James Farrar

      Date

      James Farrar
Chief Executive Officer and Director
(Principal Executive Officer)

EX-31.2 3 cio-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification

I, Anthony Maretic, certify that:

I have reviewed this Quarterly Report on Form 10‑Q for the period ended March 31, 2025 of City Office REIT, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

      May 2, 2025

      /s/ Anthony Maretic

      Date

      Anthony Maretic
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

EX-32.1 4 cio-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10‑Q for the period ended March 31, 2025 of City Office REIT, Inc. (the “Company”) to be filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Farrar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


May 2, 2025		/s/ James Farrar
Date		James Farrar
		Chief Executive Officer and Director
		(Principal Executive Officer)

This written report is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to City Office REIT, Inc. and will be retained by City Office REIT, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 5 cio-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10‑Q for the period ended March 31, 2025 of City Office REIT, Inc. (the “Company”) to be filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony Maretic, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

      May 2, 2025

      /s/ Anthony Maretic

      Date

      Anthony Maretic
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)