RESSLER RICHARD S 4
4 · CIM REAL ESTATE FINANCE TRUST, INC. · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
CIM Real Estate CEO Richard Ressler Receives Large Share Awards
What Happened
Richard S. Ressler (reported as a 10% owner and CEO) reported a set of related transactions on June 24, 2026. The filing shows dispositions to the issuer totaling about 4,154,796 shares (various contributed entity holdings and prior RSUs) and large grants/awards and derivative awards totaling about 1,816,917,637 shares (including a direct award of ~907.4M shares and additional derivative/RSU awards of ~909.5M combined). No per-share prices or dollar values are reported (listed as N/A). These transactions reflect a contribution/recapitalization structure described in the footnotes rather than routine open-market trades.
Key Details
- Transaction date: 2026-06-24; Form 4 filed 2026-06-26 (filed within typical two-business-day window).
- Major disposals (to issuer): ~4,154,796 shares (includes 20,000; 911,041.268; 341,363.867; 2,882,391.339).
- Major acquisitions (awards/grants and derivative awards): ~1,816,917,636.668 shares (including a direct award of 907,376,073.663 and derivative awards of 2,165,489.342; 821,175,346.665; 86,200,726.998).
- Prices/values: All transactions reported as N/A (no dollar amounts disclosed in this filing).
- Shares owned after transaction: Not specified in the filing.
- Transaction codes: D = disposition to issuer; A = grant/award/acquisition; some entries are derivative-related.
- Notable footnotes: The reported transfers relate to contributed entities moved into an operating partnership in a transaction where CIM Group Holdings received special voting preferred stock and exchangeable partnership units. Ressler is CEO and a controlling person of parent entities and disclaims direct beneficial ownership except to extent of indirect pecuniary interest.
Context
These entries appear to reflect a corporate contribution/recapitalization involving subsidiaries and the issuer’s operating partnership (exchangeable LP units and restricted stock units), not open-market buying or selling. Several reported awards are restricted stock units or exchangeable partnership units subject to vesting and conversion terms (see footnotes). As a 10% owner and CEO, Ressler may be deemed to beneficially own some of the contributed securities through related entities but explicitly disclaims direct beneficial ownership aside from any indirect economic interest.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-24−20,000→ 20,000 total(indirect: By LLC) - Disposition to Issuer
Common Stock
[F1][F2]2026-06-24−911,041.268→ 911,041.268 total(indirect: By LLC) - Disposition to Issuer
Common Stock
[F1][F2]2026-06-24−341,363.867→ 341,363.867 total(indirect: By LLC) - Award
Special Voting Preferred Stock
[F1][F2][F3]2026-06-24+907,376,073.663→ 907,376,073.663 total(indirect: By LLC) - Disposition to Issuer
Restricted Stock Units
[F5][F6][F7]2026-06-24−2,882,391.339→ 2,882,391.339 total(indirect: By LLC)→ Common Stock (2,882,391.339 underlying) - Award
Restricted Stock Units
[F5][F8][F9]2026-06-24+2,165,489.342→ 5,047,880.681 total(indirect: By LLC)→ Common Stock (2,165,489.342 underlying) - Award
Class A-1 Limited Partnership Units
[F10][F1][F2][F3]2026-06-24+821,175,346.665→ 821,175,346.665 total(indirect: By LLC)→ Common Stock (821,175,346.665 underlying) - Award
Class A-2 Limited Partnership Units
[F10][F1][F2][F3]2026-06-24+86,200,726.998→ 86,200,726.998 total(indirect: By LLC)→ Common Stock (86,200,726.998 underlying)
- 100(indirect: By LLC)
Common Stock
[F3][F4]
Footnotes (10)
- [F1]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.
- [F10]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.
- [F2](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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7](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).
- [F8]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).
- [F9](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.