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Our current reportable segments during the years ended December 31, 2025 and 2024 consist of three types of commercial real estate properties, namely office, hotel and multifamily, as well as a segment for our lending business.
+Added: As previously disclosed, we completed the sale of our lending business on January 21, 2026, and, as a result, our lending business will cease to be one of our reportable segments in future periods.
As of December 31, 2025, our real estate portfolio consisted of 27 assets, all of which were fee-simple properties, and five of which we own through investments in Unconsolidated Joint Ventures.
−Removed: Our Unconsolidated Joint Ventures contain one office property, one multifamily site currently under development, two multifamily properties (one of which has been partially converted from office into multifamily units and is now classified as a multifamily property) and one commercial development site.
+Added: Our Unconsolidated Joint Ventures contain one office property, three multifamily properties (one of which has been partially converted from office into multifamily units and is now classified as a multifamily property) and one commercial development site.
As of December 31, 2025, our 12 office properties, totaling approximately 1.3 million rentable square feet, were 74.8% occupied;
−Removed: our one hotel with an ancillary parking garage, which has a total of 505 rooms, had RevPAR of $135.90 for the year ended December 31, 2024 and our four multifamily properties were 81.7% occupied.
−Removed: Additionally, as of December 31, 2024, we had nine development sites (three of which were being used as parking lots).
+Added: our one hotel with an ancillary parking garage, which has a total of 505 rooms, had RevPAR of $152.70 for the year ended December 31, 2025 and our five multifamily properties were 85.3% occupied.
+Added: Additionally, as of December 31, 2025, we had eight development sites (two of which were being used as parking lots).
For the year ended December 31, 2025, our office portfolio contributed approximately 43.1% of revenue from our four segments on a combined basis, our hotel segment contributed approximately 35.6%, our multifamily segment contributed approximately 13.6% and our lending segment contributed approximately 7.7%.
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Our portfolio of investments currently consists of premier multifamily, Class A and creative office real assets in vibrant and improving metropolitan communities throughout the United States.
−Removed: We also own one hotel in northern California and a lending platform that originates loans under the Small Business Administration (“SBA”) 7(a) loan program.
+Added: We also own one hotel in northern California.
+Added: Additionally, prior to the sale of our lending business in January 2026, we owned a lending platform that originated loans under the Small Business Administration (“SBA”) 7(a) loan program.
We seek to apply the expertise of CIM Group to the acquisition, development and operation of premier multifamily properties situated in vibrant communities throughout the United States.
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Such review may result in dispositions when, among other things, we believe the proceeds generated from the sale of an asset can be redeployed in one or more assets that will generate better returns, or the market value of such asset is equal to or exceeds our view of its intrinsic value.
−Removed: CIM Group Operations
−Removed: CIM Group believes that a vast majority of the risks associated with acquiring real estate are mitigated by accumulating local market knowledge of the community where the asset is located.
−Removed: As a result, CIM Group typically spends significant resources over a period of between six months and five years evaluating communities prior to making any acquisitions.
−Removed: The distinct districts that CIM Group identifies through this process as targets for acquisitions are referred to as “Qualified Communities.” Qualified Communities typically have dedicated resources to become, or are currently, vibrant communities where people can live, work, shop and be entertained, all within walking distance or close proximity to public transportation.
−Removed: These areas, which include traditional downtown areas and suburban main streets, generally have high barriers to entry, high population density, positive population trends, a propensity for growth and support for investment.
−Removed: CIM Group believes that the critical mass of redevelopment in such Qualified Communities creates positive externalities, which enhance the value of real estate assets in the area.
−Removed: CIM Group targets acquisitions of diverse types of real estate assets, including retail, residential, office, parking, hotel, signage and mixed-use through CIM Group’s extensive network and its current opportunistic activities.
−Removed: CIM Group seeks to maximize the value of its holdings through active onsite property management and leasing.
−Removed: CIM Group has extensive in-house research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities, which leverage its deep understanding of metropolitan communities to position properties for multiple uses and to maximize operating income.
−Removed: As a vertically-integrated owner and operator, CIM Group has in-house onsite property management and leasing capabilities.
−Removed: Property managers prepare annual capital and operating budgets and monthly operating reports, monitor results and oversee vendor services, maintenance and capital improvement schedules.
−Removed: In addition, they ensure that revenue objectives are met, lease terms are followed, receivables are collected, preventative maintenance programs are implemented, vendors are evaluated and expenses are controlled.
−Removed: In addition, CIM Group’s real assets management committee (the “Real Assets Management Committee”) reviews and approves strategic decisions related to financing strategies and hold/sell analyses and performance tracking relative to the overall business plan.
−Removed: CIM Group’s organizational structure provides for continuity through multi-disciplinary teams responsible for an asset from the time of the original investment recommendation, through the implementation of the asset’s business plan, and any repositions or ultimate disposition activities.
−Removed: CIM Group’s Investments and Development teams are separate groups that work very closely together on transactions requiring development or redevelopment.
−Removed: While the Investments team is ultimately responsible for acquisition analysis, both the Investments and Development teams perform due diligence, evaluate and determine underwriting assumptions and participate in the development management and ongoing asset management of CIM Group’s assets under development.
−Removed: The Development team is also responsible for the oversight and/or execution of securing entitlements and the development/repositioning process.
−Removed: In instances where CIM Group is not the lead developer, CIM Group’s in-house Development team continues to provide development and construction oversight to co-sponsors through a shadow team that oversees the progress of the development from beginning to end to ensure adherence to the budgets, schedules, quality and scope of the project in order to maintain CIM Group’s vision for the final product.
−Removed: Both the Investments and Development teams interact as a cohesive team when sourcing, underwriting, acquiring, executing and managing the business plan of an opportunistic acquisition.
−Removed: Competitive Advantages
−Removed: We believe that CIM Group’s experienced team and vertically-integrated and multi-disciplinary organization, coupled with its community-focused and disciplined real estate approach, results in a beneficial competitive advantage.
−Removed: Additionally, CIM Group’s community-focused strategy is complemented by a number of other competitive advantages including CIM Group’s prudent use of leverage, underwriting approach, disciplined capital deployment, and strong network of relationships.
−Removed: CIM Group’s competitive advantages include:
−Removed: Vertically-Integrated Organization and Team
−Removed: CIM Group is managed by its senior management team, which includes all of its principals and its three founders, Shaul Kuba, Richard Ressler and Avraham Shemesh.
−Removed: CIM Group is vertically-integrated and organized into the following functional groups:
−Removed: Real Asset Services (which includes Development, Onsite Property Management, Commercial Leasing and Hospitality Services), Real Asset Management (which includes Investments, Capital Markets, Global Client Group) and Shared Services (which includes Human Resources, Compliance, Operations, Finance, Legal & Risk Management).
−Removed: CIM also has an internal audit team.
−Removed: To support CIM Group’s organic growth and related platforms, CIM Group has invested substantial time and resources in building a strong and integrated team of over 1,000 employees and more than 600 professionals as of December 31, 2024.
−Removed: Each of the CIM Group’s vertically-integrated departments is managed by a senior level executive.
−Removed: Department heads have been with CIM Group on average 15 or more years.
−Removed: In addition to developing a core team of principals and other senior level executives, CIM Group has proactively managed its growth through career development and mentoring at both the mid and junior staffing levels, and has hired ahead of its needs, thus ensuring appropriate management and staffing.
−Removed: As part of this initiative, CIM Group has developed a recruiting program that hires from business schools for its associate vice president positions in the Investments team annually.
−Removed: CIM Group seeks to grow organically and develop and train its investment professionals to progress into senior management roles.
−Removed: It has been CIM Group’s practice to grow talent within the company to promotion to principal, rather than to hire from the outside.
−Removed: As a result, CIM has a strong retention rate of senior investment team members who tend to have a long tenure, strong internal network and a track record of success within the organization.
−Removed: CIM Group leverages the deep operating and industry experience of its principals and professionals, as well as their extensive relationships, to source and execute opportunistic, value add, core, debt, ground-up development and infrastructure acquisitions.
−Removed: Each opportunity is typically overseen by a dedicated Investment team, including an oversight Principal, one Senior Investment Professional (vice president level and above), one associate vice president and one associate from the Investments team.
−Removed: The team is assembled based on the expertise needed for the particular transaction.
−Removed: Additionally, the team works closely with staff from other departments, such as Development, Onsite Property Management, Capital Markets, Commercial Leasing, Legal and Finance.
−Removed: The team oversees all aspects of the project from acquisition through disposition of the asset.
−Removed: The team conducts the underwriting and due diligence for the transaction, presents its findings to the Investment Committee for preliminary and final approvals and oversees the project from inception to disposition.
−Removed: As a result, all investment professionals work across a variety of Qualified Communities and CIM Group’s knowledge base is shared across its offices.
−Removed: Community Qualification
−Removed: Since inception, CIM Group’s unique community qualification process has served as the foundation for all of its strategies.
−Removed: CIM Group targets high barrier-to-entry markets and submarkets with high population density and applies rigorous research to qualify each submarket for potential acquisitions.
−Removed: Since 1994, CIM Group has qualified 135 communities in high barrier-to-entry markets and has deployed capital in 75 of the communities.
−Removed: The qualification process generally takes between six months and five years and is a critical component of our evaluation of potential acquisitions.
−Removed: CIM Group examines the characteristics of a market to determine whether the district justifies the extensive efforts undertaken in reviewing and making potential acquisitions in its Qualified Communities.
−Removed: Qualified Communities generally fall into one of two categories:
−Removed: (i) transitional metropolitan districts and (ii) well-established, thriving metropolitan areas (typically major central business districts(“CBDs”)).
−Removed: Once a community is qualified, CIM Group believes it continues to differentiate itself through the following business principles:
−Removed: • Product Non-Specific —CIM Group has extensive experience owning and operating a diverse range of property types, including retail, residential, office, parking, hotel, signage and mixed-use , which gives CIM Group the ability to effectively execute and capitalize on its strategy.
−Removed: Successful acquisitions require selecting the right markets coupled with providing the right product.
−Removed: CIM Group's experience with multiple asset types does not predispose CIM Group to select certain asset types, but instead ensures that they deliver a product mix that is consistent with the market's requirements and needs.
−Removed: Additionally, there is a growing trend
−Removed: towards developing mixed-use real estate properties in metropolitan markets which requires a diversified platform to successfully execute.
−Removed: • Community-Based Tenanting —CIM Group’s strategy focuses on the entire community and the best use of assets in that community.
−Removed: Owning a critical mass of key properties in an area better enables CIM Group to meet the co-tenancy needs of national retailers and office tenants and thus optimize the value of these real estate properties.
−Removed: CIM Group believes that its community perspective gives it a significant competitive advantage in attracting tenants to its retail, office and mixed-use properties and creating synergies between the different tenant types.
−Removed: • Local Market Leadership with North American Footprint —CIM Group maintains local market knowledge and relationships, along with a diversified North American presence, through its 135 Qualified Communities (thus, CIM Group has the flexibility to deploy capital in its Qualified Communities only when the market environment meets CIM Group’s underwriting standards).
−Removed: CIM Group does not need to acquire assets in a given community or product type at a specific time due to its broad proprietary pipeline of opportunities.
−Removed: • Deploying Capital Across the Capital Stack —CIM Group has extensive experience structuring transactions across the capital stack including equity, preferred equity, senior debt and mezzanine positions, giving it the flexibility to structure transactions in efficient and creative ways.
−Removed: CIM Group’s strategy relies on its sound business plan and value creation execution to produce returns, rather than financial engineering.
−Removed: CIM Group’s underwriting of its potential acquisitions is performed generally both on a leveraged and unleveraged basis.
−Removed: Additionally, with certain exceptions, CIM Group has generally not utilized recourse or cross-collateralized debt due to its conservative underwriting standards.
−Removed: CIM Group employs multiple underwriting scenarios when evaluating potential acquisition opportunities.
−Removed: CIM Group generally underwrites potential acquisitions utilizing long-term average exit capitalization rates for similar product types and long-term average interest rates.
−Removed: Where possible, these long-term averages cross multiple market cycles, thereby mitigating the risk of cyclical volatility.
−Removed: CIM Group’s “long-term average” underwriting is based on its belief, reinforced by its experience through multiple market cycles, that over the life of any given fund that it manages, such fund should be able to exit its holdings at long-term historical averages.
−Removed: CIM Group also underwrites a “current market case” scenario, which generally utilizes current submarket specific exit assumptions and interest rates, in order to reflect anticipated results under current market conditions.
−Removed: CIM Group believes that utilizing multiple underwriting scenarios enables CIM Group to assess potential returns relative to risk within a range of potential outcomes.
+Added: Established in 1994, CIM Group Management, LLC (“CIM”) is a vertically integrated, community-focused real estate and infrastructure owner, operator, lender, and developer of real assets.
+Added: Through CIM’s vertically integrated structure, CIM is able to leverage in-house expertise across the full life cycle of assets to drive value creation across the process.
+Added: CIM has dedicated teams for sourcing/acquisition, credit analysis, development, financing, commercial leasing, onsite property management and distribution.
+Added: These functions bring alignment of interests and deep expertise, allowing for disciplined business plan underwriting and effective risk management.
+Added: CIM also seeks to maximize synergies across its vertically integrated platform.
+Added: The three investment platforms, real estate, infrastructure, and credit leverage in-house expertise to create value within each investment.
Financing Strategy
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and/or (vi) cash flows from operations.
−Removed: Risk Management
−Removed: As part of its risk management strategy, CIM Group periodically evaluates our assets and actively manages the risks involved in our business strategies.
−Removed: CIM Group’s Investments and Portfolio Oversight teams share asset management responsibilities, setting the strategy for and monitoring the performance of our assets relative to market and industry benchmarks and internal underwriting assumptions using direct knowledge of local markets provided by CIM Group’s in-house onsite property management, and leasing professionals.
−Removed: In-house onsite property management capabilities include monthly and annual budgeting and reporting as well as vendor services management, property maintenance and capital expenditures management.
−Removed: Property management seeks to ensure that revenue objectives are met, lease terms are followed, receivables are collected, preventative maintenance programs are implemented, vendors are evaluated and expenses are controlled.
−Removed: The Real Assets Management Committee is responsible for overseeing the asset management of CIM’s assets.
−Removed: The Real Assets Management Committee reviews and approves strategic decisions related to financing strategies and hold/sell analyses and tracks performance relative to overall business plan execution.
−Removed: The Real Assets Management Committee is comprised of CIM’s founding principals, Mukya Porter (Principal, Chief Compliance Officer), Robert Dupree (Principal, Co-Head of Investments), Jason Schreiber (Principal, Co-Head of Investments) and is chaired by Richard Ressler.
−Removed: The Real Assets Management Committee meets monthly to review updates across the various strategies.
−Removed: In addition to reviewing specific property-level conditions and recommendations, the Real Assets Management Committee reviews real estate and related capital market
−Removed: conditions, considers current market trends and monitors fund strategies and portfolio composition.
−Removed: See “Item 1C—Cybersecurity” for information on our cybersecurity risk management, strategy and governance.
−Removed: The Real Assets Management Committee acts by a majority vote of the members of the Real Assets Management Committee at any meeting at which a quorum (majority of members) is present.
−Removed: The size, composition, and policies of the Real Assets Management Committee may change from time to time.
Regulatory Matters
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These laws often impose liability regardless of whether the person knew of, or was responsible for, the presence of the hazardous or toxic substances that caused the contamination.
−Removed: The presence of, or contamination resulting from, any of these substances, or the failure to properly remediate them, may adversely affect our ability to sell or rent our property, to borrow using the property as collateral or create lender’s liability for us.
+Added: The presence of, or contamination resulting from, any of these substances, or the failure to properly remediate them, may adversely affect our ability to sell or rent our property, to borrow using the property as collateral.
In addition, third parties exposed to hazardous or toxic substances may sue for personal injury damages and/or property damages.
For example, some laws impose liability for release of or exposure to asbestos-containing materials.
−Removed: As a result, in connection with our former, current or future ownership, operation, and development of real properties, or our role as a lender for loans secured directly or indirectly by real estate properties, we may be potentially liable for investigation and cleanup costs, penalties and damages under environmental laws.
+Added: As a result, in connection with our former, current or future ownership, operation, and development of real properties, we may be potentially liable for investigation and cleanup costs, penalties and damages under environmental laws.
Although many of our properties have been subjected to preliminary environmental assessments, known as Phase I assessments, by independent environmental consultants that identify certain liabilities, Phase I assessments are limited in scope, and may not include or identify all potential environmental liabilities or risks associated with a property.
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We believe that our relationship with CIM Group gives us a competitive advantage that allows us to operate more effectively in the markets in which we conduct our business.
−Removed: Overview and History of CIM Group
−Removed: CIM Group was founded in 1994 by Shaul Kuba, Richard Ressler and Avraham Shemesh and has approximately $30.2 billion of assets owned and operated across its vehicles as of September 30, 2024.
−Removed: “Assets owned and operated” (“AOO”)
−Removed: represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes capital alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication.
−Removed: CIM Group’s successful track record is anchored by CIM Group’s community-oriented approach to acquisitions as well as a number of other competitive advantages including its prudent use of leverage, underwriting approach, disciplined capital deployment, vertically-integrated capabilities and strong network of relationships.
−Removed: CIM Group has generated strong risk-adjusted returns across multiple market cycles by focusing on improved asset and community performance and capitalizing on market inefficiencies and distressed situations.
CIM Urban Partnership Agreement
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All costs and expenses incurred by the Operator on behalf of CIM Urban are borne by CIM Urban.
−Removed: In addition, CIM Urban agreed to indemnify the Operator against losses, claims, damages or liabilities, and reimburse the Operator for its legal and other expenses, in each case incurred in connection with any action, proceeding or investigation arising out of or in connection with CIM Urban’s business or affairs, except to the extent such losses or expenses result from fraud, gross negligence or willful misconduct of, or a breach of the terms of the Investment Management Agreement by the Operator.
+Added: In addition, CIM Urban agreed to indemnify the Operator against losses, claims, damages or liabilities, and reimburse the Operator for its legal and other expenses, in each case incurred in connection with any action, proceeding or investigation arising out of or in connection with CIM Urban’s business or affairs, except to the extent
+Added: such losses or expenses result from fraud, gross negligence or willful misconduct of, or a breach of the terms of the Investment Management Agreement by the Operator.
Nothing in the Investment Management Agreement limits or restricts the right of any partner, officer or employee of the Operator to engage in any other business or to devote his time and attention in part to any other business.
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Master Services Agreement
−Removed: CIM Service Provider, LLC, an affiliate of CIM Group (the “Administrator”) provides, or arranges for other service providers to provide, management and administration services (the “Base Services”) to us and our subsidiaries under the terms
−Removed: of a master services agreement, dated as of March 11, 2014, as amended on May 11, 2020 (the “Master Services Agreement”).
+Added: CIM Service Provider, LLC, an affiliate of CIM Group (the “Administrator”) provides, or arranges for other service providers to provide, management and administration services (the “Base Services”) to us under the terms of a master services agreement, dated as of March 11, 2014, as amended on May 11, 2020 (the “Master Services Agreement”).
Pursuant to the Master Services Agreement, we appointed an affiliate of CIM Group as the Administrator of CIM Urban GP (“Urban GP Administrator”).
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In addition, pursuant to the terms of the Master Services Agreement, the Administrator may receive compensation and/or reimbursement for performing certain services (other than the Base Services) for us and our subsidiaries.
−Removed: Such services performed by the Administrator and its affiliates may include accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, operational and ongoing support in connection with our registered public offering of our Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) and Series D Preferred Stock, par value $0.001 per share (“Series D Preferred Stock” and, together with the Series A Preferred Stock and Series L Preferred Stock, “Preferred Stock”).
+Added: Such services performed by the Administrator and its affiliates may include accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, operational and ongoing support in connection with our prior registered public offerings of our Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) and Series D Preferred Stock, par value $0.001 per share (“Series D Preferred Stock” and, together with the Series A Preferred Stock, “Preferred Stock”).
The Administrator’s compensation for such services is based on the salaries and benefits of the employees of the Administrator and/or its affiliates who performed such services (allocated based on the percentage of time spent on the affairs of us and our subsidiaries).
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(i) no Revised Incentive Fee in any quarter in which the Excess Core FFO is $0;
−Removed: (ii) 100% of any
−Removed: Excess Core FFO up to an amount equal to the product of (x) the average of the Adjusted Common Equity as of the first and last day of the applicable quarter and (y) 0.4375%;
+Added: (ii) 100% of any Excess Core FFO up to an amount equal to the product of (x) the average of the Adjusted Common Equity as of the first and last day of the applicable quarter and (y) 0.4375%;
and (iii) 20% of any Excess Core FFO thereafter.
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Other Services
−Removed: CIM Management, Inc.
−Removed: and certain of its affiliates (collectively, the “CIM Management Entities”), all affiliates of CIM REIT and CIM Group, provide property management, leasing, and development services to CIM Urban pursuant to various agreements.
−Removed: CIM SBA Staffing, LLC, an affiliate of CIM Group (“CIM SBA”), provides personnel and resources to us pursuant to the terms of a Staffing and Reimbursement Agreement, dated as of January 1, 2015, between CIM SBA and PMC Commercial Lending, LLC, our subsidiary.
−Removed: We reimburse CIM SBA for the costs and expenses of providing such personnel and resources as expenses incurred for the lending division.
+Added: From time to time, CIM Management, Inc.
+Added: and certain of its affiliates (collectively, the “CIM Management Entities”), all affiliates of CIM REIT and CIM Group, provide property management, leasing, development and other services to CIM Urban pursuant to various other agreements.
CCO Capital, LLC, a registered broker dealer and under common control with the Operator and the Administrator (“CCO Capital”), became the exclusive dealer manager for the Company’s public offering of the Series A Preferred Stock effective as of May 31, 2019, subsequent to which the Company entered into the Second Amended and Restated Dealer Manager Agreement, pursuant to which CCO Capital acted as the exclusive dealer manager for the Company’s public offering of its Series A Preferred Stock and Series D Preferred Stock.
−Removed: On June 16, 2022, the Company entered into the Third Amended and Restated Dealer Manager Agreement, pursuant to which CCO Capital has been acting as the exclusive dealer manager for the Company’s public offering of its Series A1 Preferred Stock.
−Removed: Thereunder, the Company agreed to compensate CCO Capital, as the dealer manager for the offering, as follows:
−Removed: (1) a dealer manager fee of up to 3.00% of the selling price of each share of Series A1 Preferred Stock sold and (2) selling commissions of up to 7.00% of the selling price of each share of Series A1 Preferred Stock sold.
−Removed: The Company has been informed that CCO Capital generally reallows 100% of the selling commissions on sales of Series A1 Preferred Stock and generally reallows substantially all of the dealer manager fee on sales of Series A1 Preferred Stock to participating broker-dealers.
−Removed: In addition, pursuant to the Third Amended and Restated Dealer Manager Agreement, CCO Capital will no longer solicit or make any offers for the sale of shares of Series A Preferred Stock or Series D Preferred Stock.
+Added: On June 16, 2022, the Company entered into the Third Amended and Restated Dealer Manager Agreement, pursuant to which CCO Capital acted as the exclusive dealer manager for the Company’s prior public offering of its Series A1 Preferred Stock.
Lending Segment
−Removed: Through our loans originated under the SBA 7(a) Program, we are a national lender that primarily originates loans to small businesses.
−Removed: We identify loan origination opportunities through personal contacts, internet referrals, attendance at trade shows and meetings, direct mailings, advertisements in trade publications and other marketing methods.
−Removed: We also generate loans through referrals from real estate and loan brokers, franchise representatives, existing borrowers, lawyers and accountants.
−Removed: The SBA 7(a) Loan Program is the SBA’s most common loan program.
−Removed: The maximum loan amount for an SBA 7(a) loan is $5.0 million.
−Removed: Key eligibility factors are based on what the business does to generate its income, its credit history, the liquidity of the borrower, size standards and where the business operates.
−Removed: We work with potential borrowers to identify the type
−Removed: of loan that would be appropriate for each such borrower’s needs.
−Removed: Our SBA 7(a) term loans have monthly repayment terms of principal and interest and are originated with variable interest rates based on the prime rate.
−Removed: Most of our SBA 7(a) loans have maturities of approximately 25 years.
−Removed: While we have focused on originating real estate loans almost exclusively to the limited service and mid-scale hospitality industry, we intend to increase our efforts to originate other real estate collateralized loans.
−Removed: These loans are anticipated to be primarily concentrated in industries in which we previously had positive experience, including convenience store, RV park and single purpose building owner-occupied restaurant operations and may include owner-occupied industrial operations/warehouse buildings.
+Added: Prior to the divestiture described in this paragraph, we were a national lender that primarily originated loans to small businesses.
+Added: As previously announced on November 12, 2025, the Company and First Western SBLC, LLC, a Florida limited liability company (formerly known as First Western SBLC, Inc.) and an indirect wholly owned subsidiary of the Company (“First Western”), entered into a membership interest purchase agreement, dated as of November 6, 2025 (the “Membership
+Added: Interest Purchase Agreement”), with PG FR Holding, LLC, a Delaware limited liability company (the “Buyer”).
+Added: The closing (the “Closing”) of the transactions contemplated by the Membership Interest Purchase Agreement (the “Transactions”) occurred on January 21, 2026.
+Added: At the Closing, pursuant to the Membership Interest Purchase Agreement, and upon the terms and subject to the conditions therein, Buyer purchased from the Company all of the issued and outstanding equity interests of First Western SBLC, LLC for a purchase price of approximately $44.9 million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), subject to adjustment.
+Added: At the Closing and upon giving effect to the payment of other debt, transaction expenses and other matters, the Transactions yielded net cash proceeds to the Company of approximately $31.2 million.
+Added: Following the signing of the Membership Interest Purchase Agreement, the Company classified First Western as held for sale.
Our revenues and expenses for our hotel property are subject to seasonality during the year.
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Human Capital
−Removed: We are operated by affiliates of CIM Group and, as of December 31, 2024, only have five employees.
−Removed: Four of such employees are in our lending segment while one employee spends a substantial portion of the time that he devotes to us on matters relating to the lending segment.
+Added: We are operated by affiliates of CIM Group and, as of December 31, 2025, only had five employees.
+Added: Four of such employees were in our lending segment while one employee spent a substantial portion of the time that he devoted to us on matters relating to the lending segment.
+Added: As of the date of this Annual Report on Form 10-K, we have no employees.
We have entered into the Master Services Agreement with the Administrator, an affiliate of CIM Group, pursuant to which the Administrator has agreed to provide, or arrange for other service providers to provide, management and administration services to us and our subsidiaries.
−Removed: We are headquartered in Dallas, Texas.
+Added: We are headquartered in Los Angeles, California.
Available Information
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.