SEC Form 4 · accession 0001498547-26-000043
CIM GROUP, INC. · CMRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard S Ressler
Officer — CEO & President · Director · 10% Owner
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 6:59 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001498547
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 30, 2026 | M | 177,400 | — | A | 177,400 | I | By CIM Real Estate Finance Management, LLC |
| Common StockF3,F2 | Jun 30, 2026 | J | 177,400 | — | D | 0 | I | By CIM Real Estate Finance Management, LLC |
| Common StockF4 | holding | — | — | — | 100 | I | By CIM Group Holdings, LLC | |
| Special Voting Preferred StockF4 | holding | — | — | — | 907,376,074 | I | By CIM Group Holdings, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F6,F2,F5 | — | Jun 30, 2026 | M | 354,800 | D | — | — | Common Stock | 354,800 | 4,693,080 | I |
| Class A-1 Limited Partnership UnitsF4,F7,F8 | — | holding | — | — | — | — | — | Common Stock | 821,175,347 | 821,175,347 | I |
| Class A-2 Limited Partnership UnitsF4,F7,F8 | — | holding | — | — | — | — | — | Common Stock | 86,200,727 | 86,200,727 | I |
Explanation of responses
- F1On June 30, 2026, CIM Real Estate Finance Management, LLC (the "Manager") acquired 177,400.194 shares of the Issuer's common stock in connection with the vesting of 354,800.387 of the restricted stock units originally granted to the Manager on July 29, 2024 as an award under the Issuer's 2024 Manager Equity Incentive Plan. Each vested restricted stock unit was settled 50% in the Issuer's common stock and 50% in the cash value thereof. The remaining 354,800.386 restricted stock units originally granted to the Manager on July 29, 2024 will vest on June 30, 2027, subject to the Manager's continued service as the Issuer's external manager. As such restricted stock units vest, the awards will be settled 50% in the Issuer's common stock and 50% in the cash value thereof.
- F2The reported shares are owned directly by the Manager. The reporting person may be deemed to beneficially own such shares of common stock given his role as Chief Executive Officer of the issuer, which owns the Manager. 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.
- F3Represents shares of the Issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.
- F4The 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 LLC, 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.
- F5Each 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.
- F6Represents 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 354,800.385 restricted stock units originally granted to the Manager on July 29, 2024, which will vest on June 30, 2027, 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 and the 2,165,489.342 restricted stock units originally granted to the Manager on June 24, 2026, which will vest in equal annual installments on April 15, 2027, 2028 and 2029.
- F7Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership"). Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), CIM Group Holdings has no right to have its Class A-1 or A-2 limited partnership units redeemed or exchanged for shares of the issuer's common stock. Following the consummation of a Listing, CIM Group Holdings will have the right to require the operating partnership to redeem, subject to specified conditions and restrictions, the filer's Class A-1 and A-2 limited partnership units in exchange for a like number of shares of the issuer's common stock or, at the election of the issuer, a cash amount representing the value of such shares of the issuer's common stock.
- F8(Continued from footnote 7) In connection with any such exchange, the issuer is required to concurrently redeem any shares of Special Voting Preferred Stock issued in correspondence to such redeemed Class A-1 or A-2 limited partnership units. 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.