06/26/2026 | Press release | Distributed by Public on 06/26/2026 19:59
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 06/24/2026 | D | 2,882,391.339(6)(7) | (6)(7) | (6)(7) | Common Stock | 2,882,391.339 | (6)(7) | 2,882,391.339 | I | By CIM Real Estate Finance Management, LLC | |||
| Restricted Stock Units | (5) | 06/24/2026 | A | 2,165,489.342(8)(9) | (8)(9) | (8)(9) | Common Stock | 2,165,489.342 | (8)(9) | 5,047,880.681 | I | By CIM Real Estate Finance Management, LLC | |||
| Class A-1 Limited Partnership Units | (10) | 06/24/2026 | A | 821,175,346.665 | (10) | (10) | Common Stock | 821,175,346.665 | (1)(2) | 821,175,346.665 | I | By CIM Group Holdings, LLC(3) | |||
| Class A-2 Limited Partnership Units | (10) | 06/24/2026 | A | 86,200,726.998 | (10) | (10) | Common Stock | 86,200,726.998 | (1)(2) | 86,200,726.998 | I | By CIM Group Holdings, LLC(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RESSLER RICHARD S 2398 E. CAMELBACK ROAD, 4TH FLOOR PHOENIX, AZ 85016 |
X | X | CEO & President | |
| /s/ Richard Ressler | 06/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The entities (together with the manager described in footnote (5), the "contributed entities") directly owning the reported shares of common stock were contributed to an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership") in a transaction with the issuer pursuant to which the contributing entity, CIM Group Holdings, LLC ("CIM Group Holdings"), received shares of special voting preferred stock of the issuer. The reporting person may be deemed to beneficially own such shares of common stock owned by the contributed entities, which are now subsidiaries of the issuer, given his role as Chief Executive Officer of the issuer. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (2) | (Continued from footnote 1) Prior to the transaction, the contributed entities were owned by CIM Group Holdings, which is owned and controlled by CIM Group, LLC ("CIM Group Parent"), with respect to which the reporting person is a controlling person. |
| (3) | The reporting person may be deemed to beneficially own the shares and limited partnership units owned by CIM Group Holdings because of his position with CIM Group Parent, which owns and controls CIM Group Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (4) | The 100 shares of the common stock of the issuer currently owned by CIM Group Holdings were previously owned by CIM CMFT MLP, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock, payable 50% in the issuer's common stock and 50% in the cash value thereof. |
| (6) | Represents the following remaining restricted stock units originally granted to CIM Real Estate Finance Management, LLC (the "manager") under the issuer's 2024 Manager Equity Incentive Plan (the "prior restricted stock units"): the remaining 740,623.350 restricted stock units originally granted to the manager on January 9, 2024, which will vest on December 15, 2026, the remaining 709,600.773 restricted stock units originally granted to the manager on July 29, 2024, which will vest in equal annual installments on June 30, 2026 and June 30, 2027 and the remaining 1,432,167.216 restricted stock units originally granted to the manager on April 14, 2025, which will vest in equal annual installments on April 15, 2027 and April 15, 2028. The reporting person may be deemed to beneficially own such restricted stock units owned by the manager, which is now a subsidiary of the issuer, given his role as Chief Executive Officer of the issuer. |
| (7) | (Continued from footnote 6) The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The prior restricted stock units owned by the manager, a contributed entity, were disposed of by the reporting person in the transaction described in footnote (1) in the same manner as the reported shares of common stock were disposed of as described in footnote (1). |
| (8) | Represents a grant of restricted stock units to the manager under the issuer's 2024 Manager Equity Incentive Plan. The restricted stock units vest in three equal annual installments beginning on April 15, 2027, subject to the continued service of the manager as the manager of the issuer or an affiliate thereof through each vesting date. The reported restricted stock units are owned directly by the manager, which was contributed to the operating partnership in the transaction described in footnote (1). |
| (9) | (Continued from footnote 8) The reporting person may be deemed to beneficially own such restricted stock units owned by the manager, which is now a subsidiary of the issuer, given his role as Chief Executive Officer of the issuer. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (10) | In addition to the shares of special voting preferred stock of the issuer described in footnote (1) above, CIM Group Holdings received Class A-1 and Class A-2 limited partnership units of the operating partnership in the transaction described in footnote (1) as consideration for the contribution of the contributed entities to the operating partnership. Such Class A-1 and Class A-2 limited partnership units are exchangeable on a 1-to-1 basis into shares of the issuer's common stock under certain circumstances. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |