City Office REIT Inc 2024年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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 anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’scommon stock held by non-affiliates ofthe registrant was approximately $192.1million, based on the closing sales price of $4.98 per share asreported on the NewYork Stock Exchange. Documents incorporated by reference: Portions of the registrant’s Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders (to be filedwith the United States Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end) are incorporated by reference inthis Annual Report on Form 10-K in response to Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14. CITY OFFICE REIT, INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 Table ofContents PageCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3PART I5ITEM 1.BUSINESS5ITEM1A.RISK FACTORS8ITEM1B.UNRESOLVED STAFF COMMENTS31ITEM1C.CYBERSECURITY31ITEM 2.PROPERTIES33ITEM 3.LEGAL PROCEEDINGS35ITEM 4.MINE SAFETY DISCLOSURES35PART II36ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES36ITEM 6.[RESERVED]37ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS38ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK48ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA49ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE49ITEM9A.CONTROLS AND PROCEDURES49ITEM9B.OTHER INFORMATION50ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS50PART III51ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE51ITEM 11.EXECUTIVE COMPENSATION51ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS51ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE51ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES51PART IV52ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES52ITEM 16.FORM 10-K SUMMARY81 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the federalsecurities laws. These forward-looking statements are included throughout this Annual Report on Form 10-K,including in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” “Business” and “Certain Relationships and Related Person Transactions,” and relate tomatters such as our industry, business strategy, goals and expectations concerning our market position, futureoperations, margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows,results of operations and other financial and operating information. 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-look