CIM REAL ESTATE FINANCE TRUST, INC. 8-K

What Happened CIM Real Estate Finance Trust, Inc. (the "Registrant") filed an 8‑K disclosing a contribution and subscription transaction with CIM Group Holdings dated June 24, 2026. Under the Contribution Agreement, CIM Group Holdings contributed entities to a newly formed operating partnership ("New OP") and received 907,376,073.663 New OP Class A LP Units and 907,376,073.663 Special Voting Preferred Shares — representing approximately 67.5% economic and voting ownership of the combined company. The Registrant also filed articles to (i) increase authorized shares, (ii) classify 1,000,000,000 Special Voting Preferred Shares, and (iii) change its name to "CIM Group, Inc." (name change effective June 26, 2026). The Board determined the Registrant will no longer qualify as a REIT, with REIT status termination effective January 1, 2026. Separately, Nathan D. DeBacker ceased as CFO and David Thompson was appointed CFO, Principal Accounting Officer and Treasurer, effective June 24, 2026.

Key Details

• Ownership & consideration: CIM Group Holdings received 907,376,073.663 New OP Class A LP Units and the same number of Special Voting Preferred Shares (~67.5% ownership). An earnout could increase CIM Group’s stake by up to ~3.75% based on performance from Jan 1, 2026–Dec 31, 2028.
• Dividends and listing: New OP must make distributions enabling quarterly Registrant dividends of at least $0.06 per share (first 4 quarters), $0.07 (next 4), and $0.095 (next 4). The Registrant must initiate a national exchange listing within 24 months of closing and use commercially reasonable efforts to complete a listing within five years, or pursue recapitalization/liquidity alternatives.
• Tax and governance obligations: The Registrant entered a Tax Receivable Agreement to pay CIM Group and other beneficiaries 85% of certain tax benefits realized from basis increases related to unit exchanges/redemptions; New OP governance and transfer restrictions apply until certain ownership/listing conditions are met.
• Corporate changes: Articles filed to authorize 3.1 billion shares (2.0B common; 1.1B preferred) and classify 1.0B Special Voting Preferred Shares (these carry voting but no economic rights). The Registrant renamed to CIM Group, Inc. and issued 2025 equity awards (2,165,489.342 RSUs to the Manager; 30,433.658 RSUs to CFO David Thompson).

Why It Matters This filing documents a transaction that substantially shifts control and governance to CIM Group Holdings, alters capital structure, and ends the company’s REIT tax status effective Jan 1, 2026. For investors, that means changes in voting dynamics (Special Voting Preferred Shares), potential dilution from issued units and earnouts, new recurring payout commitments tied to New OP distributions, and a Tax Receivable Agreement that could create significant future cash obligations (85% of certain tax benefits). The company also set a timetable to seek a public listing or other liquidity event, and confirmed leadership and equity award changes. These are material items that affect governance, tax treatment, liquidity timeline and potential future cash flows.