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CIM Real Estate Finance Trust, Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to add Part III information on directors, executive officers, executive compensation, security ownership, related-party transactions and auditor fees because a definitive proxy statement will not be filed within 120 days of year-end. The amendment does not update prior financial statements.
The company is externally managed under a Management Agreement with CMFT Management; 2025 management fees totaled $36.7 million with $12.4 million of reimbursed expenses and no incentive compensation. As of April 24, 2026, there were 437,526,379 common shares outstanding, with an estimated net asset value of $5.14 per share as of December 31, 2025. Independent directors receive cash retainers and annual restricted stock under a 250,000‑share equity plan, while a separate 12,000,000‑share Manager Equity Plan provides RSU awards, including grants to the chief financial officer.
CIM Real Estate Finance Management, LLC, the external manager of CIM Real Estate Finance Trust, Inc., reported the vesting and exercise of 716,083.608 restricted stock units on April 15, 2026, settling 50% in common stock and 50% in cash.
The vesting delivered 358,041.804 shares of common stock to the Manager, then the same number of shares was distributed to certain employees and affiliated persons, leaving the Manager with 20,000 shares. Related entities held 911,141.268 and 341,363.867 shares indirectly. Large blocks of RSUs granted in 2024–2025 remain scheduled to vest between December 15, 2026 and April 15, 2028. Richard S. Ressler disclaims beneficial ownership except for any indirect pecuniary interest.
CIM Real Estate Finance Trust officer Nathan David DeBacker reported routine equity compensation activity. On April 15, 2026, 12,771.392 restricted stock units vested from an award granted on April 14, 2025 under the 2024 Manager Equity Incentive Plan. Each unit settled 50% in common stock and 50% in cash, resulting in the acquisition of 6,385.696 shares of common stock at no exercise price. Following these transactions, DeBacker directly holds 20,419.553 shares of common stock and 63,189.041 restricted stock units scheduled to vest between December 15, 2026 and April 15, 2028, also settling half in stock and half in cash. These events reflect compensation vesting rather than open‑market buying or selling.
CIM Real Estate Finance Trust director Jason K. Schreiber reported routine equity compensation activity. On April 15, 2026, he acquired 19,157.088 shares of common stock upon vesting of 38,314.176 restricted stock units, with each unit settling 50% in stock and 50% in cash value.
After the transaction, he directly held 40,573.819 shares of common stock and 119,461.816 restricted stock units. According to the disclosure, these remaining units are scheduled to vest in tranches on December 15, 2026 and on April 15, 2027 and 2028, with future vestings also split between stock and cash value.
CIM Real Estate Finance Trust, Inc. provides a detailed view of its 2025 operations as a non‑traded REIT focused on credit investments and net‑leased commercial real estate. The company operates two segments: credit and real estate.
As of December 31, 2025, the credit portfolio included 78 loans with a net book value of $3.5 billion, plus $169.2 million in real estate‑related securities and other investments. Subsidiary CLR held about $1.6 billion of assets, including $1.4 billion in first mortgage loans, $64.2 million of CMBS, and a $138.7 million joint‑venture interest.
The real estate segment owned 202 properties totaling 6.7 million rentable square feet in 37 states, with 96.5% of space leased, and condominium developments with a net book value of $12.0 million. The company used significant leverage, with a debt‑to‑total‑gross‑assets ratio of 62.5% and total portfolio financing of $3.1 billion.
The board‑determined estimated per‑share net asset value declined from $6.31 in November 2023 to $5.14 effective March 27, 2026. As of March 18, 2026, approximately 436.7 million common shares were outstanding, and the stock remains non‑exchange traded with liquidity primarily through a limited share redemption program and dividend reinvestment plan.
CIM Real Estate Finance Trust updated the estimated net asset value of its common stock to $5.14 per share as of December 31, 2025, down from $5.22 a year earlier. The figure is based on third-party valuation work by Kroll using a net asset value methodology.
The new NAV will be used to price shares issued under the distribution reinvestment plan and to set redemption prices under the share redemption program beginning March 27, 2026. The calculation reflects detailed valuations of real estate, loan investments, securities, and debt, and the company plans to refresh NAV annually in the first quarter.
CIM Real Estate Finance Trust, Inc. amended key financing arrangements with Wells Fargo tied to its commercial real estate loan repurchase facilities. The CMFT Repurchase Facility’s maximum capacity was reduced from approximately $512.0 million to approximately $277.5 million through an amended and restated fee letter and a Fifth Amendment to the underlying repurchase agreement.
Separately, the CLR Repurchase Facility, used by subsidiary CLR RE Lending Sub WF, LLC, had its maximum capacity increased from $250.0 million to $500.0 million. The company and CIM Commercial Lending REIT jointly reaffirmed their guaranty obligations, with CIM Commercial Lending REIT positioned to become sole guarantor once specified conditions in the Guaranty are satisfied.
Real Estate Finance Trust, Inc. amended its revolving Loan and Security Agreement through a Second Amendment dated February 6, 2026. The amendment extends the scheduled revolving period end date from February 10, 2026 to February 6, 2029 and adjusts key terms.
The termination date will now be the earlier of two years after the revolving period end date or the date a termination is declared or automatically triggered by an event of default. The interest rate was reduced from SOFR plus 2.875% per annum to SOFR plus 2.10% per annum, with an additional 2.00% per annum after an event of default.
The borrower also entered into an amended and restated collateral management agreement with the company as collateral manager, removing U.S. Bank National Association as document custodian, and an amended and restated fee letter with Ally Bank to set compensation arrangements for the administrative agent.
CIM REAL ESTATE FINANCE TRUST, INC. executive Nathan D. DeBacker, Chief Financial Officer and Treasurer, reported acquiring 9,244.585 shares of common stock on December 15, 2025. The shares were delivered upon vesting of 18,489.171 restricted stock units granted on January 9, 2024 under the company’s 2024 Manager Equity Incentive Plan, with each vested unit settling 50% in stock and 50% in cash.
After this transaction, DeBacker directly held 14,033.857 common shares and 75,960.433 restricted stock units. These units include 18,489.171 units scheduled to vest on December 15, 2026, 19,157.087 units vesting in equal annual installments on June 30, 2026 and June 30, 2027, and 38,314.176 units vesting in three equal annual installments beginning on April 15, 2026, all settling half in shares and half in cash value.
CIM Real Estate Finance Trust, Inc. director Jason Schreiber reported acquiring 21,416.731 shares of common stock on December 15, 2025 through the vesting of restricted stock units (RSUs).
The filing details that 2,641.310 shares, 10,565.240 shares, and 8,210.181 shares were issued as stock from three RSU tranches originally granted to CIM Real Estate Finance Management, LLC and assigned to him on a contingent basis in January, June, and December 2024. Each vested RSU settled 50% in the issuer’s common stock and 50% in the cash value thereof.
After these transactions, Schreiber directly owned 21,416.731 common shares and 157,775.992 RSUs. Each RSU represents a contingent right to receive one share of common stock, payable 50% in stock and 50% in cash, with remaining awards scheduled to vest on December 15, 2026 and in three equal annual installments beginning on April 15, 2026.