PROSPECTUS SUPPLEMENT
(To prospectus dated February 26, 2020)
City Office REIT, Inc.
Up to 15,000,000 shares of Common Stock
Up to 1,000,000 shares of 6.625% Series A Cumulative Redeemable Preferred Stock
We have entered into equity distribution agreements with KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BMO Capital
Markets Corp., RBC Capital Markets, LLC., B. Riley FBR, Inc., D.A. Davidson & Co. and Janney Montgomery Scott LLC relating to shares of our common stock, $0.01 par value per share, or our common stock, and shares of our 6.625% Series A
Cumulative Redeemable Preferred Stock, $0.01 par value per share, or our Series A Preferred Stock, being offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreements, we
may offer and sell up to 15,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock from time to time through KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BMO Capital Markets Corp., RBC
Capital Markets, LLC., B. Riley FBR, Inc., D.A. Davidson & Co., Janney Montgomery Scott LLC and any additional agents appointed under separate equity distribution agreements in the future, as our sales agents, or the sales agents, for the
offer and sale of these securities.
Our common stock is listed on The New York Stock Exchange (NYSE) under the symbol
CIO. The last reported sale price of our common stock on the NYSE on February 25, 2020 was $13.20 per share. Our Series A Preferred Stock is listed on the NYSE under the symbol CIO PRA. The last reported sale price of
our Series A Preferred Stock on the NYSE on February 25, 2020 was $25.76 per share.
Sales of our common stock or our Series A
Preferred Stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be at the market offerings, as defined in Rule 415 under the Securities
Act of 1933, as amended, or the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange. The sales agents will be entitled to compensation of up to 2.0% of the gross sales price
per share for any shares of common stock or Series A Preferred Stock sold under the equity distribution agreements. Under the terms of each equity distribution agreement, we may also sell our common stock and Series A Preferred Stock to a sales
agent as principal for its own account at a price agreed upon at the time of sale. If we sell common stock and Series A Preferred Stock to a sales agent as principal, we will enter into a separate terms agreement with that sales agent, and we will
describe this agreement in a separate prospectus supplement or pricing supplement. In connection with the sale of the common stock and Series A Preferred Stock on our behalf, the sales agents may be deemed to be underwriters within the
meaning of the Securities Act, and the compensation of the sales agents may be deemed to be underwriting commissions or discounts.
We
elected to be taxed as a real estate investment trust for federal income tax purposes (REIT) commencing with our taxable year ended December 31, 2014. Shares of our common stock are subject to limitations on ownership and transfer
that are primarily intended to assist us in qualifying as a REIT. Our charter generally prohibits any person from actually, beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the
outstanding shares of our common stock or more than 9.8% in value of the aggregate outstanding shares of all classes and series of our stock. See Description of StockRestrictions on Ownership and Transfer in the accompanying
prospectus.
Investing in our common stock and Series A Preferred Stock involves risk. See Risk Factors
beginning on page S-7 of this prospectus supplement, on page 2 of the accompanying prospectus, on page 6 of our Annual Report on Form 10-K for the year ended
December 31, 2019 and in our periodic reports and other information we file from time to time with the United States Securities and Exchange Commission, or SEC, for a discussion of risks you should consider before deciding to invest in our
common stock and Series A Preferred Stock.
Neither the SEC nor any state or other securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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KeyBanc Capital Markets
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Raymond James
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BMO Capital Markets
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RBC Capital Markets
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B. Riley FBR
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D.A. Davidson & Co.
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Janney Montgomery Scott
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The date of this prospectus supplement is February 26, 2020