Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2025 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of December 31, 2025, were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, none of our directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K of the Exchange Act.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item will be presented in our definitive proxy statement for our 2026 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be presented in our definitive proxy statement for our 2026 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be presented in our definitive proxy statement for our 2026 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be presented in our definitive proxy statement for our 2026 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be presented in our definitive proxy statement for our 2026 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2025, and is incorporated herein by reference.
79
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements
The list of the consolidated financial statements contained herein is set forth on page F-1 hereof.
Financial Statement Schedules
Schedule III – Real Estate Assets and Accumulated Depreciation is set forth beginning on page S-1 hereof.
Schedule IV – Mortgage Loans on Real Estate is set forth beginning on page S- 8 hereof.
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.
Exhibits
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).
Incorporated by Reference
Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
2.1
Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc.
8-K
000-54939
2.1
8/31/2020
2.1.1
Amendment to Agreement and Plan of Merger, dated as of October 22, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc.
8-K
000-54939
2.3
10/28/2020
2.1.2
Amendment to Agreement and Plan of Merger, dated as of October 24, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc.
8-K
000-54939
2.4
10/28/2020
2.2
Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor III Merger Sub, LLC and Cole Office & Industrial REIT (CCIT III), Inc.
8-K
000-54939
2.2
8/31/2020
2.2.1
Amendment No. 1 to Agreement and Plan of Merger, dated as of November 3, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor III Merger Sub, LLC and Cole Office & Industrial REIT (CCIT III), Inc.
8-K
000-54939
2.1
11/4/2020
2.3
Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.
8-K
000-54939
2.3
8/31/2020
2.3.1
Amendment to Agreement and Plan of Merger, dated as of October 22, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.
8-K
000-54939
2.1
10/28/2020
2.3.2
Amendment to Agreement and Plan of Merger, dated as of October 24, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.
8-K
000-54939
2.2
10/28/2020
2.3.3
Amendment No. 3 to Agreement and Plan of Merger, dated as of October 29, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.
8-K
000-54939
2.1
11/2/2020
2.4
Agreement and Plan of Merger, dated as of September 21, 2021, by and among CIM Real Estate Finance Trust, Inc., Cypress Merger Sub, LLC and CIM Income NAV, Inc.
8-K
000-54939
2.1
9/22/2021
3.1
Articles of Amendment and Restatement of CIM Real Estate Finance Trust, Inc.
8-K
000-54939
3.1
8/20/2019
3.2
Second Amended and Restated Bylaws of CIM Real Estate Finance Trust, Inc.
10-K
000-54939
3.2
3/28/2023
4.1
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10-K
000-54939
4.1
3/30/2020
4.2
Second Amended and Restated Distribution Reinvestment Plan.
8-K
000-54939
4.1
5/1/2020
4.3
Master Indenture, dated as of July 28, 2021, by and among CMFT Net Lease Master Issuer, LLC, as issuer, and Citibank N.A., as indenture trustee.
8-K
000-54939
4.1
8/3/2021
4.3.1
Supplemental Indenture No. 1 to the Master Indenture, dated as of July 30, 2024, by and among CMFT Net Lease Master Issuer LLC, as issuer, and Citibank, N.A., as indenture trustee.
10-Q
000-54939
4.2.1
8/14/2024
4.4
Series 2021-1 Indenture Supplement, dated as of July 28, 2021, by and among CMFT Net Lease Master Issuer, LLC, as issuer, and Citibank N.A., as indenture trustee.
8-K
000-54939
4.2
8/3/2021
10.1
Second Amended and Restated Management Agreement by and between CIM Real Estate Finance Trust, Inc. and CIM Real Estate Finance Management, LLC, dated March 22, 2023.
10-K
000-54939
10.1
3/28/2023
10.2
Amended and Restated Agreement of Limited Partnership of Cole Operating Partnership IV, LP, by and between Cole Credit Property Trust IV, Inc. and the limited partners thereto.
S-11
333-169533
10.2
1/24/2012
10.3
First Amendment to the Amended and Restated Agreement of Limited Partnership of CIM Real Estate Finance Operating Partnership, LP, dated August 15, 2019.
8-K
000-54939
10.2
8/20/2019
10.4
Credit and Security Agreement, dated December 31, 2019, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, Citibank, N.A. (acting through its Agency & Trust division), as custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.
8-K
000-54939
10.1
1/7/2020
10.4.1
Amendment No. 1 to Credit and Security Agreement, dated March 19, 2020, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.
8-K
000-54939
10.1
3/24/2020
10.4.2
Amendment No. 2 to Credit and Security Agreement, dated October 4, 2021, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.
8-K
000-54939
10.1
10/8/2021
10.4.3
Amendment No. 3 to Credit and Security Agreement, dated June 23, 2022, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.
8-K
000-54939
10.1
6/29/2022
10.4.4
Amendment No. 4 and Waiver of Credit and Security Agreement, dated August 29, 2024, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.
8-K
000-54939
10.1
9/5/2024
10.5 +
Amended and Restated CIM Real Estate Finance Trust, Inc. 2022 Equity Incentive Plan.
10-Q
000-54939
10.5
8/12/2022
10.6 +
CIM Real Estate Finance Trust, Inc. 2024 Manager Equity Incentive Plan
8-K
000-54939
10.1
1/12/2024
10.7
Investment Advisory and Management Agreement by and between CMFT Securities Investments, LLC and CIM Capital IC Management, LLC, dated December 6, 2019.
8-K
000-54939
10.1
12/12/2019
10.8
Amended and Restated Sub-Advisory Agreement by and between CIM Capital IC Management, LLC and OFS Capital Management, LLC, dated May 12, 2025 .
10-Q
000-54939
10.2
5/14/2025
10.9 +
Form of Indemnification Agreement.
8-K
000-54939
10.1
8/14/2020
10.10
Amended and Restated Master Repurchase Agreement, dated December 19, 2023, by and between CMFT RE Lending RF Sub CB, LLC, and Citibank, N.A.
8-K
000-54939
10.1
12/26/2023
10.10.1
Amended and Restated Master Repurchase Agreement dated March 5, 2025, by and between CMFT RE Lending RF Sub CB, LLC, and Citibank, N.A.
10-K
000-54939
10.10.1
3/28/2025
10.11
Master Repurchase Agreement, dated December 19, 2023, by and between CLR RE Lending RF Sub CB, LLC and Citibank, N.A.
8-K
000-54939
10.2
12/26/2023
10.12
Guaranty, dated as of June 4, 2020, by CIM Real Estate Finance Trust, Inc. for the benefit of Citibank, N.A.
8-K
000-54939
10.2
6/9/2020
10.13
Guaranty, dated as of July 28, 2021, by CIM Real Estate Finance Operating Partnership, LP for the benefit of Citibank N.A., as indenture trustee.
8-K
000-54939
10.1
8/3/2021
10.14
Guaranty, dated as of December 19, 2023, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Citibank, N.A.
8-K
000-54939
10.3
12/26/2023
10.15
Amended and Restated Master Repurchase Agreement, dated December 4, 2023, by and between CMFT RE Lending RF Sub BB, LLC and Barclays Bank PLC.
8-K
000-54939
10.1
12/8/2023
10.16
Master Repurchase Agreement, dated December 4, 2023, by and between CLR RE Lending RF Sub BB, LLC and Barclays Bank PLC.
8-K
000-54939
10.2
12/8/2023
10.17
Guaranty, dated as of September 21, 2020, by CIM Real Estate Finance Trust, Inc. for the benefit of Barclays Bank PLC.
8-K
000-54939
10.2
9/24/2020
10.18
Guaranty, dated as of December 4, 2023, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Barclays Bank PLC.
8-K
000-54939
10.3
12/8/2023
10.19
Master Repurchase Agreement, dated May 20, 2021, by and between CMFT RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.
8-K
000-54939
10.1
5/26/2021
10.19.1
First Amendment to Master Repurchase Agreement, dated October 28, 2021, by and between CMFT RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.
8-K
000-54939
10.1
11/3/2021
10.19.2
Second Amendment to Master Repurchase Agreement, dated March 4, 2022, by and between CMFT RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.
8-K
000-54939
10.1
3/10/2022
10.19.3
Third Amendment to Master Repurchase and Securities Contract and Termination of Preferred Equity Related Pledge and Security Agreement, dated August 31, 2022, by and among CMFT RE Lending RF Sub WF, LLC, as seller, Wells Fargo Bank, N.A., as buyer, and CMFT Securities Investments, LLC, and preferred equity pledgor.
8-K
000-54939
10.1
9/7/2022
10.20
Guaranty and Subordination Agreement, dated as of May 20, 2021, by CIM Real Estate Finance Trust, Inc. for the benefit of Wells Fargo Bank, N.A.
8-K
000-54939
10.2
5/26/2021
10.21
Loan and Servicing Agreement, dated as of March 16, 2022, among CMFT RE Lending Sub MM Holdco, LLC, as Holdings, CMFT RE Lending Sub MM, LLC, as the Borrower, Massachusetts Mutual Life Insurance Company and the other lenders from time to time party hereto, Trimont Real Estate Advisors, LLC, as the Administrative Agent, Massachusetts Mutual Life Insurance Company, as the Facility Servicer, and CMFT RE Lending Sub MM, LLC, as the Portfolio Asset Servicer.
10-Q
000-54939
10.6
8/12/2022
10.22
Loan and Security Agreement, dated as of June 16, 2023, by and among CMFT RE Lending Sub CBSQ, LLC, as Borrower, Citibank, N.A., as Class A Lender, and CMFT RE Lending Sub CBSQ Holdco, LLC, as Subordinated Lender, and CIM Commercial Lending REIT, as EU/UK Retention Holder.
10-K
000-54939
10.22
3/28/2024
10.23
Loan and Security Agreement, dated as of October 20, 2023, by and among CMFT RE Lending Sub BBSQ, LLC, as Borrower, Barclays Bank PLC, as Class A Lender, CMFT RE Lending Sub BBSQ Holdco, LLC, as Subordinated Lender, and CIM Commercial Lending REIT, as EU/UK Retention Holder.
10-K
000-54939
10.23
3/28/2024
10.24
Property Management Agreement, dated as of July 28, 2021, by and among CMFT Net Lease Master Issuer, LLC, as issuer, CIM Real Estate Finance Operating Partnership, LP, as issuer manager, CREI Advisors, LLC, as property manager and special servicer, KeyBank National Association, as back-up manager, and Citibank N.A., as indenture trustee.
8-K
000-54939
10.2
8/3/2021
10.25
Master Repurchase Agreement, dated October 8, 2021, by and between CMFT RE Lending RF Sub DB, LLC and Deutsche Bank AG, New York Branch.
8-K
000-54939
10.1
10/14/2021
10.25.1
Amended and Restated Master Repurchase Agreement, dated December 23, 2021, by and between CMFT RE Lending RF Sub DB, LLC and Deutsche Bank AG, New York Branch.
8-K
000-54939
10.1
12/29/2021
10.25.2
First Amendment to Amended and Restated Master Repurchase Agreement, dated September 15, 2023, by and between CMFT RE Lending RF Sub DB, LLC, as seller, CMFT RE Lending Sub DB Holdco, LLC, as member, and Deutsche Bank AG, New York Branch, as buyer.
10-K
000-54939
10.25.2
3/28/2024
10.25.3
Second Amendment to Amended and Restated Master Repurchase Agreement, dated December 22, 2023, by and between CMFT RE Lending RF Sub DB, LLC, as seller, CMFT RE Lending Sub DB Holdco, LLC, as member, and Deutsche Bank AG, New York Branch, as buyer.
8-K
000-54939
10.1
12/28/2023
10.26
Amended and Restated Guaranty, dated as of December 22, 2023, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Deutsche Bank AG, New York Branch.
8-K
000-54939
10.2
12/28/2023
10.27
Master Repurchase Agreement, dated June 1, 2022, by and between CMFT Real Estate Securities I, LLC and J.P. Morgan Securities LLC.
8-K
000-54939
10.1
6/2/2022
10.28
Loan and Security Agreement, dated February 10, 2023, by and between CMFT CL Lending Sub AB, LLC, as borrower, each of the lenders from time to time party thereto, Ally Bank, as administrative agent and arranger, U.S. Bank Trust Company, National Association, as collateral custodian, and U.S. Bank National Association, as document custodian.
8-K
000-54939
10.1
2/16/2023
10.28.1
Loan and Security Agreement, dated February 10, 2023, and conformed through the First Amendment to the Loan and Security Agreement, dated December 13, 2023, by and between CMFT CL Lending Sub AB, LLC, as borrower, each of the lenders from time to time party hereto, Ally Bank, as administrative agent and arranger, U.S. Bank Trust Company, National Association, as collateral custodian, and U.S. Bank National Association, as document custodian.
10-K
000-54939
10.28.1
3/28/2024
10.28.2
Second Amendment to Loan and Security Agreement, dated February 6, 2026, by and between CMFT CL Lending Sub AB, LLC, as borrower, each of the lenders from time to time party thereto, Ally Bank, as administrative agent and arranger, and U.S. Bank Trust Company, National Association, as collateral custodian.
8-K
000-54939
10.1
2/12/2026
10.29
Modification Agreement and Limited Consent, dated December 21, 2020 by and between Cole Operating Partnership V, LP, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.
10-K
000-54939
10.17
3/31/2021
10.30
Modification Agreement and Limited Consent, dated December 21, 2020 by and between CIM Real Estate Finance Operating Partnership, LP, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.
10-K
000-54939
10.18
3/31/2021
10.31
Modification Agreement and Limited Consent, dated December 16, 2021, by and among CIM Income NAV Operating Partnership, LP, the Lenders party thereto, and JPMorgan Chase, N.A., as administrative agent for the Lenders.
10-Q
000-54939
10.4
5/11/2022
10.32
Fourth Amendment to Master Repurchase and Securities Contract, dated August 15, 2025 by and between Wells Fargo Bank, N.A. and CMFT RE Lending RF Sub WF, LLC.
8-K
000-54939
10.1
8/21/2025
10.32.1
Fifth Amendment to Master Repurchase and Securities Contract, dated March 12 , 202 6 by and between Wells Fargo Bank, N.A. and CMFT RE Lending RF Sub WF, LLC.
8-K
000-54939
10.1
3/18/2026
10.33
Master Repurchase and Securities Contract, dated August 15, 2025, by and between CLR RE Lending Sub WF, LLC and Wells Fargo Bank, N.A.
8-K
000-54939
10.2
8/21/2025
10.34
Guaranty and Subordination Agreement , dated as of August 15 , 202 5 , by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Wells Fargo Bank, N.A.
8-K
000-54939
10.3
8/21/2025
10.34.1
Reaffirmation Agreement, dated as of March 13, 2026, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Wells Fargo Bank, N.A.
8-K
000-54939
10.2
3/18/2026
19.1
Insider Trading Policy
10-K
000-54939
19.1
3/28/2025
21.1*
Subsidiaries of the Registrant.
23.1*
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
31.1*
Certifications of the Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certifications of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
XBRL Instance Document.
101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as InLine XBRL and contained in Exhibit 101).
____________________________________
*
Filed herewith.
**
In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
+
Management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
80
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 27 th day of March, 2026.
CIM Real Estate Finance Trust, Inc.
(Registrant)
By:
/s/ NATHAN D. DEBACKER
Nathan D. DeBacker
Chief Financial Officer, Principal Accounting Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ RICHARD S. RESSLER
Chairman of the Board of Directors, Chief Executive Officer and President
March 27, 2026
Richard S. Ressler
(Principal Executive Officer)
/s/ NATHAN D. DEBACKER
Chief Financial Officer, Principal Accounting Officer and Treasurer
March 27, 2026
Nathan D. DeBacker
(Principal Financial Officer and Principal Accounting Officer)
/s/ T. PATRICK DUNCAN
Independent Director
March 27, 2026
T. Patrick Duncan
/s/ W. BRIAN KRETZMER
Independent Director
March 27, 2026
W. Brian Kretzmer
/s/ HOWARD A. SILVER
Independent Director
March 27, 2026
Howard A. Silver
/s/ JASON SCHREIBER
Director
March 27, 2026
Jason Schreiber
81
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F- 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 5
Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3
F- 6
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 5 , 202 4 and 202 3
F- 7
Consolidated Statements of Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3
F- 8
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3
F- 9
Notes to Consolidated Financial Statements
F- 11
Schedule III - Real Estate Assets and Accumulated Depreciation
S- 1
Schedule IV - Mortgage Loans on Real Estate
S- 8
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of CIM Real Estate Finance Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CIM Real Estate Finance Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Real Estate Assets: Determination of Impairment Indicators – Refer to Notes 2 and 4 to the financial statements
Critical Audit Matter Description
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, a significant decrease in a property’s revenues due to lease terminations, vacancies, reduced lease rates, changes in anticipated holding periods, or a reduction in prevailing market values for assets being considered for disposition. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss.
The process for evaluating real estate impairment requires management to make significant assumptions related to certain inputs. Changes in these assumptions may have a material impact on the Company’s financial results.
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Given the Company’s evaluation of possible indications of impairment of real estate assets requires management to make significant assumptions, performing audit procedures to evaluate whether management appropriately identified impairment indicators required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indications of impairment included the following, among others:
• We evaluated management’s impairment indicator analysis by testing real estate assets for possible indications of impairment, including searching for adverse asset-specific and/or market conditions such as vacancies and reduced lease rates, as well as assessing changes in anticipated holding periods.
• We selected certain major tenants and performed an independent search for bankruptcy or other credit concerns.
• We performed inquiries with management, including property accounting and portfolio oversight, to determine whether factors were identified in the current period that may be an impairment indicator, including changes in anticipated holding periods or reduced lease rates, and corroborated these inquiries through review of third-party market reports and inspection of meeting minutes of the Board of Directors.
Current Expected Credit Losses (“CECL”) Reserve – Estimation of CECL for Collateral-Dependent Loans and Real Estate-Related Securities – Refer to Notes 2, 7 and 8 to the financial statements
Critical Audit Matter Description
CECL reflects the Company’s current estimate of potential credit losses related to the Company’s loans held-for-investment, CMBS and CLO included in the consolidated balance sheets. For collateral-dependent loans that the Company determines foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral less costs to sell and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value and the amortized cost basis of the loan. Significant judgments are required in determining the CECL reserve, including determining collateral fair values of collateral-dependent loans.
In estimating credit losses related to real estate-related securities, the Company determines whether a decline in the estimated fair value of a security below its amortized cost has resulted from a credit loss by considering a variety of factors, including, but not limited to, recent events specific to the security, failure to make scheduled payments, and changes to external credit ratings. Credit losses are estimated by calculating the difference between the present value of estimated cash flows and the amortized cost basis of the security. Significant judgment is used in estimating expected future cash flows for the Company’s real estate-related securities.
We identified the estimation of CECL for collateral-dependent loans and real estate-related securities as a critical audit matter because of the subjectivity, complexity, and estimation uncertainty in estimating the CECL reserve. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the CECL reserve included the following, among others:
• With the assistance of fair value specialists for selected collateral-dependent loans, we evaluated the reasonableness of the valuation methodology and significant assumptions made, including whether the significant inputs used to determine the fair value were appropriate and consistent with what market participants would use to value the collateral.
• We evaluated the appropriateness of each model and significant assumptions used, and performed independent calculations for computational accuracy.
• With the assistance of fair value specialists, we developed independent fair value estimates for selected real estate-related securities determined to have a credit loss and compared our estimates to management’s estimates.
/s/ Deloitte & Touche LLP
Tempe, Arizona
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March 27, 2026
We have served as the Company’s auditor since 2010.
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CIM REAL ESTATE FINANCE TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31, 2025
December 31, 2024
ASSETS
Real estate assets:
Land
$
311,000
$
290,275
Buildings, fixtures and improvements
794,637
737,829
Intangible lease assets
168,901
146,640
Condominium developments
11,964
64,927
Total real estate assets, at cost
1,286,502
1,239,671
Less: accumulated depreciation and amortization
( 209,578 )
( 179,665 )
Total real estate assets, net
1,076,924
1,060,006
Investment in unconsolidated entities
149,170
181,409
Real estate-related securities and other, at fair value, net of credit loss allowances of $ 182,104 and $ 110,062 as of December 31, 2025 and 2024, respectively
169,206
345,828
Loans held-for-investment and related receivables, net
3,752,467
3,763,013
Less: Current expected credit losses
( 297,878 )
( 392,136 )
Total loans held-for-investment and related receivables, net
3,454,589
3,370,877
Cash and cash equivalents
184,674
181,291
Restricted cash
4,598
3,919
Rents and tenant receivables, net
23,215
18,550
Prepaid expenses and other assets
10,000
8,242
Deferred costs, net
5,250
6,496
Accrued interest receivable
17,471
21,131
Total assets
$
5,095,097
$
5,197,749
LIABILITIES, REDEEMABLE COMMON STOCK AND EQUITY
Repurchase facilities, notes payable and credit facilities, net
$
3,093,039
$
3,170,289
Accrued expenses and accounts payable
43,989
38,980
Due to affiliates
12,650
13,669
Intangible lease liabilities, net
14,293
11,812
Distributions payable
14,477
16,508
Deferred rental income and other liabilities
6,228
4,954
Total liabilities
3,184,676
3,256,212
Commitments and contingencies (Note 12)
Redeemable common stock
160,488
166,335
EQUITY
Preferred stock, $ 0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding
—
—
Common stock, $ 0.01 par value per share; 490,000,000 shares authorized, 436,908,325 and 437,313,001 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
4,372
4,374
Capital in excess of par value
3,537,903
3,533,329
Accumulated distributions in excess of earnings
( 1,774,685 )
( 1,676,562 )
Accumulated other comprehensive loss
( 19,428 )
( 86,283 )
Total stockholders’ equity
1,748,162
1,774,858
Non-controlling interests
1,771
344
Total equity
1,749,933
1,775,202
Total liabilities, redeemable common stock and equity
$
5,095,097
$
5,197,749
The accompanying notes are an integral part of these consolidated financial statements.
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CIM REAL ESTATE FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Year Ended December 31,
2025
2024
2023
Revenues:
Rental and other property income
$
111,683
$
93,912
$
115,379
Interest income
304,321
389,988
453,480
Total revenues
416,004
483,900
568,859
Expenses:
General and administrative
25,994
25,519
17,572
Interest expense, net
174,282
239,466
260,768
Property operating
12,633
9,906
13,350
Real estate tax
4,828
4,178
4,838
Expense reimbursements to related parties
13,105
13,501
13,285
Management fees
46,788
49,672
50,975
Transaction-related
258
71
3,653
Depreciation and amortization
36,402
31,981
42,532
Real estate impairment
9,860
61,309
35,079
Increase in provision for credit losses
70,807
342,815
134,289
Total expenses
394,957
778,418
576,341
Other income (expense):
Gain on disposition of real estate and condominium developments, net
8,183
6,605
53,341
Gain on investment in unconsolidated entities
9,140
13,599
11,723
Unrealized gain (loss) on equity securities
5,719
( 15,888 )
4,751
Other income (expense), net
8,560
( 1,138 )
( 26,459 )
Loss on extinguishment of debt
( 274 )
( 950 )
( 7,788 )
Total other income
31,328
2,228
35,568
Net income (loss)
52,375
( 292,290 )
28,086
Net income allocated to non-controlling interest
19
11
8
Net income (loss) attributable to the Company
$
52,356
$
( 292,301 )
$
28,078
Weighted average number of common shares outstanding:
Basic and diluted
436,824,784
437,160,077
437,375,332
Net income (loss) per common share:
Basic and diluted
$
0.12
$
( 0.67 )
$
0.06
The accompanying notes are an integral part of these consolidated financial statements.
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CIM REAL ESTATE FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31,
2025
2024
2023
Net income (loss)
$
52,375
$
( 292,290 )
$
28,086
Other comprehensive income (loss)
Unrealized gain (loss) on CMBS
921
( 5,789 )
( 85,623 )
Unrealized loss on CLO subordinated note
( 5,349 )
( 2,317 )
—
Reclassification adjustment for realized loss included in income as other income
261
2,966
39,412
Amount of loss reclassified from other comprehensive income into income as an increase in provision for credit losses
71,022
—
13,594
Total other comprehensive income (loss)
66,855
( 5,140 )
( 32,617 )
Comprehensive income (loss)
119,230
( 297,430 )
( 4,531 )
Comprehensive income allocated to non-controlling interest
19
11
8
Comprehensive income (loss) attributable to the Company
$
119,211
$
( 297,441 )
$
( 4,539 )
The accompanying notes are an integral part of these consolidated financial statements.
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CIM REAL ESTATE FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share amounts)
Common Stock
Capital in Excess of Par Value
Accumulated Distributions in Excess of Earnings
Accumulated Other Comprehensive (Loss) Income
Total Stockholders’ Equity
Non-Controlling Interests
Total Equity
Number of Shares
Par Value
Balance, January 1, 2023
437,397,414
$
4,373
$
3,529,523
$
( 1,029,287 )
$
( 48,526 )
$
2,456,083
$
( 8 )
$
2,456,075
Issuance of common stock
6,549,117
65
42,814
—
—
42,879
—
42,879
Equity-based compensation
73,059
—
480
—
—
480
—
480
Distributions declared on common stock — $ 0.425 per common share
—
—
—
( 185,916 )
—
( 185,916 )
—
( 185,916 )
Redemptions of common stock
( 6,764,875 )
( 66 )
( 44,379 )
—
—
( 44,445 )
—
( 44,445 )
Changes in redeemable common stock
—
—
1,535
—
—
1,535
—
1,535
Comprehensive income (loss)
—
—
—
28,078
( 32,617 )
( 4,539 )
8
( 4,531 )
Balance, December 31, 2023
437,254,715
$
4,372
$
3,529,973
$
( 1,187,125 )
$
( 81,143 )
$
2,266,077
$
—
$
2,266,077
Issuance of common stock
6,958,904
73
42,562
—
—
42,635
—
42,635
Equity-based compensation
418,965
2
3,332
—
—
3,334
—
3,334
Distributions declared on common stock — $ 0.45 per common share
—
—
—
( 197,136 )
—
( 197,136 )
—
( 197,136 )
Redemptions of common stock
( 7,319,583 )
( 73 )
( 44,906 )
—
—
( 44,979 )
—
( 44,979 )
Changes in redeemable common stock
—
—
2,368
—
—
2,368
—
2,368
Contributions from non-controlling interests
—
—
—
—
—
—
333
333
Comprehensive (loss) income
—
—
—
( 292,301 )
( 5,140 )
( 297,441 )
11
( 297,430 )
Balance, December 31, 2024
437,313,001
$
4,374
$
3,533,329
$
( 1,676,562 )
$
( 86,283 )
$
1,774,858
$
344
$
1,775,202
Issuance of common stock
5,744,542
57
31,160
—
—
31,217
—
31,217
Equity-based compensation
629,069
9
4,553
—
—
4,562
—
4,562
Distributions declared on common stock — $ 0.34 per common share
—
—
—
( 150,479 )
—
( 150,479 )
—
( 150,479 )
Redemptions of common stock
( 6,778,287 )
( 68 )
( 36,986 )
—
—
( 37,054 )
—
( 37,054 )
Changes in redeemable common stock
—
—
5,847
—
—
5,847
—
5,847
Contributions from non-controlling interests
—
—
—
—
—
—
1,408
1,408
Comprehensive income
—
—
—
52,356
66,855
119,211
19
119,230
Balance, December 31, 2025
436,908,325
$
4,372
$
3,537,903
$
( 1,774,685 )
$
( 19,428 )
$
1,748,162
$
1,771
$
1,749,933
The accompanying notes are an integral part of these consolidated financial statements.
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CIM REAL ESTATE FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2025
2024
2023
Cash flows from operating activities:
Net income (loss)
$
52,375
$
( 292,290 )
$
28,086
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization, net
38,172
31,759
42,344
Amortization of deferred financing costs
9,381
9,602
10,297
Amortization and accretion on deferred loan fees
( 7,948 )
( 5,113 )
( 8,229 )
Amortization of premiums and discounts on credit investments
( 5,177 )
( 6,662 )
( 22,111 )
Accretion of interest income on CLO subordinated note
( 4,072 )
( 1,572 )
—
Capitalized interest income on real estate-related securities and loans held-for-investment
( 16,864 )
( 9,466 )
( 1,170 )
Equity-based compensation
4,562
3,334
480
Straight-line rental income
( 2,752 )
( 2,560 )
( 3,062 )
Recovery of uncollectible lease-related receivables
( 1,487 )
( 115 )
( 336 )
Gain on disposition of real estate assets and condominium developments, net
( 8,183 )
( 6,605 )
( 53,341 )
Loss on sale of credit investments, net
748
17,304
40,071
Gain on investment in unconsolidated entities
( 9,140 )
( 13,599 )
( 11,723 )
Unrealized (gain) loss on equity securities
( 5,719 )
15,888
( 4,751 )
Impairment of real estate assets
9,860
61,309
35,079
Increase in provision for credit losses
70,807
342,815
134,289
Loss on interest rate caps
—
—
5,040
Return on investment in unconsolidated entities
7,901
13,599
11,723
Write-off of deferred financing costs
274
950
6,770
Changes in operating assets and liabilities:
Rents and tenant receivables, net
2,197
1,464
5,536
Prepaid expenses and other assets
( 1,758 )
1,181
11,780
Accrued interest receivable
3,660
6,551
( 5,339 )
Accrued expenses and accounts payable
( 1,080 )
( 6,819 )
7,375
Deferred rental income and other liabilities
1,274
519
( 2,839 )
Due to affiliates
( 1,019 )
( 228 )
( 2,189 )
Net cash provided by operating activities
136,012
161,246
223,780
Cash flows from investing activities:
Investment in unconsolidated entities
( 26,538 )
( 58,744 )
( 40,031 )
Return of investment in unconsolidated entities
60,016
4,111
13,858
Investment in real estate-related securities and other
( 26,700 )
( 52,582 )
( 163,881 )
Investment in liquid corporate senior loans
( 1,251 )
( 65,377 )
( 121,287 )
Investment in corporate senior loans
( 125,617 )
( 78,728 )
( 154,060 )
Investment in real estate assets and capital expenditures
( 78,059 )
( 59,563 )
( 12,505 )
Net proceeds from deeds-in-lieu of foreclosure
1,655
—
—
Origination and funding of first mortgage loans
( 650,784 )
( 162,892 )
( 477,275 )
Origination, modification and exit fees received on loans held-for-investment
9,713
2,174
2,449
Principal payments received on loans held-for-investment
562,012
479,239
196,980
Principal payments received on real estate-related securities
128,776
107,404
60,159
Proceeds from the repayment on the CLO subordinated note
6,070
—
—
Net proceeds from sale of real estate-related securities
75,632
31,079
77,385
Net proceeds from disposition of real estate assets and condominium developments
170,646
121,583
966,874
Net proceeds from sale of liquid corporate senior loans
5,077
452,857
210,807
Payment of property escrow deposits
( 1,926 )
( 1,000 )
—
Refund of property escrow deposits
1,926
1,000
—
Net cash provided by investing activities
110,648
720,561
559,473
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CIM REAL ESTATE FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) — Continued
Year Ended December 31,
2025
2024
2023
Cash flows from financing activities:
Redemptions of common stock
$
( 37,054 )
$
( 44,979 )
$
( 44,445 )
Distributions to stockholders
( 121,293 )
( 154,040 )
( 141,818 )
Proceeds from borrowings
764,741
169,098
545,865
Repayments of borrowings, and prepayment penalties
( 845,160 )
( 925,609 )
( 1,051,669 )
Deferred financing costs paid
( 5,240 )
( 1,982 )
( 7,198 )
Contributions from non-controlling interests
1,408
333
—
Net cash used in financing activities
( 242,598 )
( 957,179 )
( 699,265 )
Net increase (decrease) in cash and cash equivalents and restricted cash
4,062
( 75,372 )
83,988
Cash and cash equivalents and restricted cash, beginning of period
185,210
260,582
176,594
Cash and cash equivalents and restricted cash, end of period
$
189,272
$
185,210
$
260,582
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents
$
184,674
$
181,291
$
247,500
Restricted cash
4,598
3,919
13,082
Total cash and cash equivalents and restricted cash
$
189,272
$
185,210
$
260,582
The accompanying notes are an integral part of these consolidated financial statements.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS
CIM Real Estate Finance Trust, Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on July 27, 2010, that elected to be taxed, and operates its business to qualify, as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2012. The Company seeks to attain attractive risk-adjusted returns and create long term value for its investors by investing in a diversified portfolio of senior secured mortgage loans, creditworthy long-term net-leased property investments and other senior loan and liquid credit investments. As of December 31, 2025, the Company’s loan portfolio consisted of 78 loans with a net book value of $ 3.5 billion, and investments in real estate-related securities and other of $ 169.2 million. The Company conducts its commercial real estate lending business through CIM Commercial Lending REIT (“CLR”), a Maryland statutory trust and subsidiary of the Company which the Company expects to be taxed as a REIT for U.S. federal income tax purposes. As of December 31, 2025 , CLR holds a diversified portfolio of approximately $ 1.6 billion, which includes first mortgage loans with a net book value of $ 1.4 billion, commercial mortgage-backed securities (“CMBS”) with an estimated fair value of $ 64.2 million, and an investment in the Unconsolidated Joint Venture (as defined in Note 2 — Summary of Significant Accounting Policies) with a carrying value of $ 138.7 million. As of December 31, 2025 the Company owned 202 commercial real estate properties, comprising approximately 6.7 million rentable square feet of commercial space located in 37 states. As of December 31, 2025, the rentable square feet at these properties was 96.5 % leased, including month-to-month agreements, if any. As of December 31, 2025, the Company owned condominium developments with a net book value of $ 12.0 million.
A majority of the Company’s business is conducted through CIM Real Estate Finance Operating Partnership, LP, a Delaware limited partnership, of which the Company is the sole general partner and owns, directly or indirectly, 100 % of the partnership interests.
The Company is externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM Group”). CIM Group is a vertically-integrated community-focused real estate and infrastructure owner, operator, lender and developer. CIM Group is headquartered in Los Angeles, California and has offices in Atlanta, Georgia, Chicago, Illinois, Dallas, Texas, New York, New York, Orlando, Florida, Phoenix, Arizona, London, UK and Tokyo, Japan. CIM Group also maintains additional offices with distribution staff and joint venture partnerships.
The Company relies upon CIM Capital IC Management, LLC, the Company’s investment advisor (the “Investment Advisor”), to provide substantially all of the day-to-day management of its subsidiary, CMFT Securities Investments, LLC (“CMFT Securities”), with respect to investments in securities and certain other investments held by CMFT Securities and its subsidiaries. Collectively, CMFT Management, the Company’s manager, and the Investment Advisor, together with certain other affiliates of CIM Group, serve as the Company’s sponsor, which is referred to as the Company’s “sponsor” or “CIM”.
The Company conducted its initial public offering on a “best efforts” basis from January 26, 2012 to April 4, 2014 (the “Initial Offering”), during which a total of approximately 297.4 million shares of common stock were issued, including approximately 292.3 million shares of common stock that were sold to the public pursuant to the primary portion of the Initial Offering and approximately 5.1 million shares of common stock issued pursuant to the distribution reinvestment plan (“DRIP”) portion of the Initial Offering.
The Company then issued a total of approximately $ 241.7 million of shares of common stock under the DRIP (the “Initial DRIP Offering”) pursuant to a Registration Statement on Form S-3 until June 30, 2016. Subsequently, the Company registered an additional $ 600.0 million of shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Initial Offering, the “Offerings”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-212832), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2016 and automatically became effective upon filing. The Company began to issue shares under the Secondary DRIP Offering on August 2, 2016 and continues to issue shares under the Secondary DRIP Offering.
The Company’s board of directors (the “Board”) establishes an updated estimated per share net asset value (“NAV”) of the Company’s common stock on at least an annual basis for purposes of assisting broker-dealers that participated in the Initial Offering in meeting their customer account reporting obligations under Financial Industry Regulatory Authority Rule 2231. Distributions are reinvested in shares of the Company’s common stock for participants in the DRIP at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
share NAV for purposes of the share redemption program. As of December 31, 2025, the estimated per share NAV of the Company’s common stock was $ 5.22 , which was established by the Board on March 20, 2025 using a valuation date of December 31, 2024. Subsequent to December 31, 2025, the Board established an updated estimated per share NAV of the Company’s common stock on March 19, 2026, using a valuation date of December 31, 2025, of $ 5.14 per share. Commencing on March 27, 2026, distributions are reinvested in shares of the Company’s common stock under the DRIP at a price of $ 5.14 per share and $ 5.14 per share serves as the most recent estimated per share NAV for purposes of the share redemption program. The Company’s estimated per share NAVs are not audited or reviewed by its independent registered public accounting firm.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
In determining whether the Company has controlling interests in an entity and is required to consolidate the accounts in that entity, the Company analyzes its credit and real estate investments in accordance with standards set forth in GAAP to determine whether the entities are variable interest entities (“VIEs”), and if so, whether the Company is the primary beneficiary. The Company’s judgment with respect to its level of influence or control over an entity and whether the Company is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Company’s ownership interest, the Company’s voting interest, the size of the Company’s investment (including loans), and the Company’s ability to participate in major policy-making decisions. The Company will reassess its initial evaluation of whether an entity is a VIE when certain reconsideration events occur. The Company’s ability to correctly assess its influence or control over an entity affects the presentation of these credit and real estate investments on the Company’s consolidated financial statements.
As of December 31, 2025, CLR is a VIE that is consolidated by the Company as the primary beneficiary, as the Company has the ability to direct the activities of CLR and the obligation to absorb CLR’s losses through its guarantee of CLR’s indebtedness, which is significant to CLR. The non-controlling interest on the consolidated balance sheets represents the equity interests in CLR owned by outside investors. As of December 31, 2025, CLR’s loan portfolio consisted of senior secured mortgage loans with a net book value of $ 1.4 billion and investments in real estate-related securities of $ 64.2 million. In addition, as of December 31, 2025, the carrying value of CLR’s investment in CIM NP JV Holdings, LLC (“NP JV Holdings”) was $ 138.7 million. CLR had $ 1.1 billion of debt outstanding, as of December 31, 2025.
During the year ended December 31, 2024, the Company sold a portion of the Company’s portfolio of liquid corporate senior loans with an aggregate principal balance of $ 265.4 million to OFSI BSL XIV CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, resulting in net proceeds of $ 259.7 million after closing costs and a loss of $ 2.9 million. The collateral manager for OFSI BSL XIV CLO, Ltd. is OFS CLO Management II, LLC, an affiliate of the Sub-Advisor (as defined in Note 13 — Related-Party Transactions and Arrangements). The Company does not maintain effective control over the liquid corporate senior loans and the Company does not have the ability, nor the requirement, to repurchase the liquid corporate senior loans. The liquid corporate senior loans served as the initial positions for the formation of a collateralized loan obligation (“CLO”), in which the Company subsequently invested $ 27.6 million in a subordinated note (the “CLO subordinated note”). The CLO is a VIE, given the insufficient equity at risk, evidenced by the tranched capital structure and multiple series of debt instruments issued. However, the Company, through its investment in the CLO subordinated note, lacks the ability to direct the activities that most significantly affect the entity’s economic performance. Additionally, the collateral manager, which does direct the activities that most significantly affect the entity’s economic performance, was deemed to not be under common control with the Company. As such, the Company was determined to not be the primary beneficiary and the CLO is not consolidated on the Company’s financial statements. As of December 31, 2025, the fair value of the CLO subordinated note is $ 19.6 million and is included in real estate-related securities and other on the Company’s accompanying consolidated balance sheets.
For more information, refer to Note 7 — Real Estate-Related Securities and Other.
Reclassifications
Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. The company has broken out $ 1.6 million of accreted interest income on the CLO subordinated note from amortization of premiums and discounts on credit investments in the consolidated statement of cash flows for the year ended December 31, 2024. This reclassification had no effect on the previously reported total cash flows from operating activities.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Real Estate Assets
Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:
Buildings
40 years
Site improvements
15 years
Tenant improvements
Lesser of useful life or lease term
Intangible lease assets
Lease term
The Company may assume legal title or physical possession of the collateral underlying a loan through a foreclosure or the execution of a deed-in-lieu of foreclosure. The acquired property is initially recognized at fair value in accordance with the asset acquisition provisions under the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) within total real estate assets, net on the Company’s consolidated balance sheet when the Company assumes legal title or physical possession. The value of acquired property is allocated based on the relative fair values of assets acquired and liabilities assumed, including, but not limited to, land, buildings, fixtures and improvements, and intangibles. For additional information, refer to Note 4 — Real Estate Assets.
Recoverability of Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, lease concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; significant increases to budgeted costs for units under development; and a reduction in prevailing market values for assets being considered for disposition. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. The Company’s impairment assessment as of December 31, 2025 was based on the most current information available to the Company, including expected holding periods. If the Company’s expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in detail in Note 3 — Fair Value Measurements. See also Note 4 — Real Estate Assets for further discussion regarding real estate investment activity.
Assets Held for Sale
When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, based on management’s best estimate, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs.
Dispositions of Real Estate Assets
Gains and losses from dispositions are recognized once the various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. Given the Company’s current asset portfolio and strategy, the Company’s dispositions during the years ended December 31, 2025 and 2024 did not qualify for discontinued operations presentation and thus, the results of the properties and condominiums that were
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
sold will not be reported as discontinued operations, and any associated gains or losses from the dispositions are included in gain on disposition of real estate and condominium developments, net. See Note 4 — Real Estate Assets for a discussion of the disposition of individual properties and condominiums during the years ended December 31, 2025 and 2024.
Allocation of Purchase Price of Real Estate Assets
Upon the acquisition of real properties or after taking control of real assets through deeds-in-lieu of foreclosure as described above, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their relative fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities.
The fair values of above- and below-market lease intangibles are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including, for below-market leases, any bargain renewal periods. The above- and below-market lease intangibles are capitalized as intangible lease assets or liabilities, respectively. Above-market leases are amortized as a reduction to rental income in the accompanying consolidated statements of operations over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental income in the accompanying consolidated statements of operations over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, the remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above- or below-market lease intangibles relating to that lease would be recorded as an adjustment to rental income.
The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include leasing commissions, legal and other related expenses and are estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, are capitalized as intangible lease assets and are amortized to depreciation and amortization expense in the accompanying consolidated statements of operations over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The Company has acquired, and may continue to acquire, certain properties subject to contingent consideration arrangements that may obligate the Company to pay additional consideration to the seller based on the outcome of future events. Additionally, the Company may acquire certain properties for which it funds certain contingent consideration amounts into an escrow account pending the outcome of certain future events. The outcome may result in the release of all or a portion of the escrowed funds to the Company or the seller or a combination thereof. Contingent consideration arrangements for asset acquisitions are recognized when the contingency is resolved.
The Company estimates the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and any difference between such estimated fair value and the mortgage note’s outstanding principal balance is amortized or accreted to interest expense over the term of the respective mortgage note payable.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Certain acquisition-related expenses related to asset acquisitions are capitalized and allocated to tangible and intangible assets and liabilities, as described above. Acquisition-related manager expense reimbursements are expensed as incurred and are included in expense reimbursements to related parties in the accompanying consolidated statements of operations. Other acquisition-related expenses continue to be expensed as incurred and are included in transaction-related expenses in the accompanying consolidated statements of operations.
Investment in Unconsolidated Entities
The Company is engaged in an unconsolidated joint venture arrangement through NP JV Holdings (the “Unconsolidated Joint Venture”), of which it owns, indirectly through CMFT MT JV Holdings, LLC and CLR NP Holdings, LLC, a subsidiary of CLR, approximately 50 % of the outstanding equity. Through the Unconsolidated Joint Venture, which holds approximately 92 % of the membership interest in NewPoint JV, LLC (the “NewPoint JV”) pursuant to the terms of the Operating Agreement entered into between the Unconsolidated Joint Venture and NewPoint Bridge Lending, LLC, the Company indirectly owns approximately 46 % of the outstanding equity of the NewPoint JV on a fully diluted basis. The Company accounts for its investment under the equity method. The equity method of accounting requires the investment to be initially recorded at cost, including transaction costs incurred to finalize the investment, and is subsequently adjusted for the Company’s share of equity in NP JV Holdings’ earnings and distributions, including unrealized gains and losses as a result of changes in fair value of the NewPoint JV. The Company records its share of NP JV Holdings’ profits or losses on a quarterly basis as an adjustment to the carrying value of the investment on the Company’s consolidated balance sheet and such share is recognized as a profit or loss on the consolidated statements of operations.
For more information, refer to Note 6 — Investment in Unconsolidated Entities.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. During the year ended December 31, 2024, included in cash and cash equivalents was $ 1.2 million of unsettled liquid corporate senior loan purchases. There were no unsettled liquid corporate senior loan purchases included in cash and cash equivalents as of December 31, 2025.
The Company had $ 4.6 million and $ 3.9 million in restricted cash as of December 31, 2025 and December 31, 2024, respectively. Included in restricted cash was $ 2.6 million and $ 1.9 million held by lenders in lockbox accounts, as of December 31, 2025 and 2024, respectively. As part of certain of the Company’s debt agreements, rents from certain encumbered properties and interest income from certain first mortgage loans are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess is disbursed to the Company. Also included in restricted cash was $ 2.0 million of construction reserves, amounts held by lenders in escrow accounts for real estate taxes and other lender reserves for certain properties, in accordance with the associated lender’s loan agreement as of both December 31, 2025 and 2024.
Real Estate-Related Securities and Other
Real estate-related securities and other consists primarily of the Company’s investments in CMBS, CLOs, and equity securities. The Company determines the appropriate classification for real estate-related securities at the time of purchase and reevaluates such designation as of each balance sheet date.
As of December 31, 2025, the Company classified its investments in CMBS and CLO subordinated note as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of the Company’s CMBS is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. The amortized cost of the Company’s CLO subordinated note reflects accretion of interest income based on the effective yield method less any cash distributions received or entitled to be received. CLO subordinated note positions are entitled to recurring distributions, which are generally equal to the residual cash flows of payments received on underlying securities less contractual payments to debt holders and fund expenses.
The Company’s investments in equity securities of public and private companies are carried at their estimated fair values with unrealized gains and losses reported on the consolidated statements of operations. Dividend income is included in other
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
income (expense), net on the consolidated statements of operations, of which the Company recorded $ 3.7 million and $ 5.1 million, respectively, during the years ended December 31, 2025 and 2024.
The Company monitors its CMBS and CLO subordinated note for changes in fair value. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost has resulted from a credit loss or other factors, such as market conditions. Such losses that are credit related are recorded as a current expected credit loss in increase in provision for credit losses on the Company’s consolidated statements of operations. Subsequent cumulative adverse changes in expected cash flows on the Company’s CMBS and CLO subordinated note are recognized as an increase to current expected credit losses. However, the allowance is limited to the amount by which the CMBS and CLO subordinated note’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are recognized as a decrease to current expected credit losses. For additional information regarding the Company’s process for estimating current expected credit losses for its real estate-related securities, see the Current Expected Credit Losses section below.
Interest earned is either received in cash or capitalized to real estate-related securities and other in the Company’s consolidated balance sheets. Interest is capitalized when certain conditions are met as specified in each security agreement.
Loans Held-for-Investment
The Company’s loans held-for-investment include loans related to real estate assets, as well as credit investments, including commercial mortgage loans and other loans and securities related to commercial real estate assets, as well as corporate loan opportunities that are consistent with the Company’s investment strategy and objectives. The Company intends to hold the loans held-for-investment for the foreseeable future or until maturity. Loans held-for-investment are carried on the Company’s consolidated balance sheets at amortized cost, net of any current expected credit losses and are adjusted for amortization of premiums and accretion of discounts to maturity.
Interest earned is either received in cash or capitalized to loans held-for-investment and related receivables, net in the Company’s consolidated balance sheets. Interest is capitalized when certain conditions are met as specified in each loan agreement.
Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. See the Revenue Recognition section below for additional information regarding the Company’s revenue from lending activities.
Current Expected Credit Losses
Current expected credit losses (“CECL”) required under the FASB ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), reflects the Company’s current estimate of potential credit losses related to the Company’s loans held-for-investment, CMBS and CLO included in the consolidated balance sheets. Changes to current expected credit losses are recognized through net income on the Company’s consolidated statements of operations. While ASC 326 does not require any particular method for determining current expected credit losses, it does specify current expected credit losses should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than a few narrow exceptions, ASC 326 requires that all financial instruments subject to the credit loss model should have some amount of loss reserve to reflect the GAAP framework underlying the credit loss model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.
The Company estimates the current expected credit loss for its first mortgage loans primarily using the Weighted Average Remaining Maturity method, which has been identified as an acceptable method for estimating CECL reserves in the FASB Staff Q&A Topic 326, No. 1. This method requires the Company to reference historic loan loss data across a comparable data set and apply such loss rate to each loan investment over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. The Company considers loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans. For such loans that the Company determines that foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral less costs to sell and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value (reduced by certain adjustments such as estimated costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan. For the Company’s liquid corporate senior loans and corporate senior loans, the Company uses a probability of default and loss given default method
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
using a comparable data set. The Company may use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical market loan loss data. The Company only expects to charge-off impairment losses as a reduction to current expected credit losses and as a reduction to the respective loan balance if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, in the Company’s determination, it is nearly certain that all amounts due will not be collected.
Quarterly, the Company evaluates the risk of all loans held-for-investment and assigns a risk rating based on a variety of factors, grouped as follows: (i) loan and credit structure, including the as-is loan-to-value (“LTV”) ratio and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s).
Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from least risk to greatest risk, respectively, which ratings are defined as follows:
1- Outperform — Most satisfactory asset quality and liquidity, good leverage capacity. A “1” rating maintains predictable and strong cash flows from operations. The trends and outlook for the credit ’ s operations, balance sheet, and industry are neutral to favorable. Collateral, if appropriate, exceeds performance metrics;
2- Meets or Exceeds Expectations — Acceptable asset quality, moderate excess liquidity, modest leverage capacity. A “2” rating could have some financial/non-financial weaknesses which are offset by strengths; however, the credit demonstrates an ample current cash flow from operations. The trends and outlook for the credit ’ s operations, balance sheet, and industry are generally positive or neutral. Collateral performance, if appropriate, meets or exceeds substantially all performance metrics included in original or current underwriting / business plan;
3- Satisfactory — Acceptable asset quality, somewhat strained liquidity, minimal leverage capacity. A “3” rating is at times characterized by acceptable cash flows from operations. The trends and conditions of the credit’s operations and balance sheet are neutral. Collateral performance, if appropriate, meets or is on track to meet underwriting; business plan can reasonably be achieved;
4- Underperformance — The debt investment possesses credit deficiencies or potential weaknesses which deserve management’s close and continued attention. The obligor’s operations and/or balance sheet have demonstrated an adverse trend or deterioration which, while serious, has not reached the point where the liquidation of debt is jeopardized. These weaknesses are generally considered correctable by the borrower in the normal course of business but may weaken the asset or inadequately protect the Company’s credit position if not checked or corrected. Collateral performance, if appropriate, falls short of original underwriting, material differences exist from business plan, or both; technical milestones have been missed; defaults may exist, or may soon occur absent material improvement; and
5- Default/Possibility of Loss — The debt investment is protected inadequately by the current enterprise value or paying capacity of the obligor or of the collateral, if any. The underlying company’s operations have well-defined weaknesses based upon objective evidence, such as recurring or significant decreases in revenues and cash flows. Major variance from business plan; loan covenants or technical milestones have been breached; timely exit from loan via sale or refinancing is questionable; risk of principal loss. Collateral performance, if appropriate, is significantly worse than underwriting.
The Company generally assigns a risk rating of “3” to all newly originated or acquired loans held-for-investment during a most recent quarter, except in the case of specific circumstances warranting an exception.
In estimating credit losses related to real estate-related securities, management considers a variety of factors, including, but not limited to, the extent to which the fair value is less than the amortized cost basis, recent events specific to the security, industry or geographic area, the payment structure of the security, the failure of the issuer of the security to make scheduled interest or principal payments, and external credit ratings and recent changes in such ratings. Credit losses, if any, are estimated by calculating the difference between (i) the present value of estimated cash flows expected to be collected from the security discounted at the yield determined as of the initial acquisition date or, if since revised, as of the last date previously revised, and (ii) the net amortized cost basis of the security. Significant judgment is used in estimating future cash flows for the Company’s real estate-related securities.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method. Unamortized deferred financing costs are written off when the associated debt is extinguished or repaid before maturity. The presentation of all deferred financing costs, other than those associated with the revolving loan portion of the credit facilities, are classified such that the debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Debt issuance costs related to securing a revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement. As such, the Company’s current and corresponding prior period total deferred costs, net in the accompanying consolidated balance sheets relate only to the revolving loan portion of the credit facilities and the historical presentation, amortization and treatment of unamortized costs are still applicable. As of December 31, 2025 and 2024, the Company had $ 5.3 million and $ 6.5 million, respectively, of deferred financing costs, net of accumulated amortization, related to the revolving loan portion of the credit facilities. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined the financing will not close.
Due to Affiliates
CMFT Management, and certain of its affiliates, received and will continue to receive, fees, reimbursements and compensation in connection with services provided relating to the Offerings and the acquisition, management, financing and leasing of the properties of the Company.
Derivative Instruments and Hedging Activities
The Company accounts for its derivative instruments at fair value. Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument. The change in fair value of the derivative instrument that is designated as a cash flow hedge is recorded as other comprehensive income. The changes in fair value for derivative instruments that are not designated as hedges or that do not meet the hedge accounting criteria are recorded as a gain or loss to operations.
Redeemable Common Stock
Under the Company’s share redemption program, the Company’s obligation to redeem shares of its outstanding common stock is limited, among other things, to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. The Company records the maximum amount that is redeemable under the share redemption program as redeemable common stock outside of permanent equity in its consolidated balance sheets. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to capital in excess of par value.
Leases
The Company has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Company has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. The Company is not a party to any material leases where it is the lessee.
Significant judgments and assumptions are inherent in not only determining if a contract contains a lease, but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations.
Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Upon successful lease execution, leasing commissions are capitalized.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Development Activities
Project costs and expenses, including interest incurred, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. For additional information, refer to Note 4 — Real Estate Assets.
Revenue Recognition
Revenue from leasing activities
Rental and other property income is primarily derived from fixed contractual payments from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the consolidated statements of operations. The Company defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.
The Company continually reviews whether collection of future lease payments and current and future operating expense reimbursements from tenants are probable. The determination of whether collectability is probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon the determination that the collectability of future lease payments is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be not probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available at the time of estimate. The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable.
Revenue from lending activities
Interest income from the Company’s loans held-for-investment and CMBS is recognized using the effective interest method (or the modified straight-line method when it is materially consistent with the effective interest method). Interest income is comprised of interest earned on credit investments and the accretion and amortization of net loan origination fees, other fees and discounts recognized through the life of each investment. Interest income on loans is accrued as earned, with the accrual of interest suspended when the related loan becomes a nonaccrual loan. Interest income on the Company’s liquid corporate senior loans and corporate senior loans is accrued as earned beginning on the settlement date. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method.
The Company recognizes interest income on its CLO subordinated note using the effective yield method utilizing expected cash flows from the underlying positions. The accretable yield is initially measured as the excess of all cash flows expected to be collected attributable to the beneficial interest, estimated at the transaction date over the initial investment, and will be re-evaluated upon the receipt of each quarterly distribution. Expected cash flows inherent in the estimate of accretable yields are based on expectations of default, as well as other loan-performance assumptions that impact the loans underlying the CLO portfolio. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method.
Accrual of interest income is suspended on nonaccrual loans. Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. Interest collected is recognized on a cash basis when received as investment income or as a reduction in the amortized cost basis, based on specific facts and circumstances, until accrual is resumed when the loan becomes contractually current and the Company believes all future principal and interest will be received according to the contractual loan terms.
Income Taxes
The Company elected to be taxed, and currently qualifies, as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2012. The Company will generally not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it, among other things, distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company maintains its qualification for taxation as a REIT, it or its subsidiaries may
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
Earnings (Loss) and Distributions Per Share
Earnings (loss) per share are calculated based on the weighted average number of shares of common stock outstanding during each period presented. Diluted income (loss) per share considers the effect of any potentially dilutive share equivalents, of which the Company had no ne for each of the years ended December 31, 2025, 2024 or 2023. Distributions per share are calculated based on the authorized monthly distribution rate.
Reportable Segments
The Company’s segment information reflects how the chief operating decision makers review information for operational decision-making purposes. The Company has two reportable segments:
Credit — engages primarily in acquiring and originating primarily floating rate first and second lien mortgage loans, either directly or through co-investments in joint ventures, related to real estate assets. This segment also includes investments in real estate-related and other securities, equity securities, liquid corporate senior loans and corporate senior loans. The Company’s credit segment derives its revenues from the lending activities described above under “Revenue Recognition”.
Real estate — engages primarily in acquiring and managing geographically diversified income-producing retail, industrial and office properties that are primarily single-tenant properties, which are leased to creditworthy tenants under long-term net leases. The Company’s real estate segment derives its revenues from the leasing activities described above under “Revenue Recognition”.
See Note 18 — Segment Reporting for a further discussion regarding these segments.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements.
In August 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to reduce diversity in practice and provide users of joint venture financial statements with more decision-useful information. The amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. ASU 2023-05 became effective for the Company beginning January 1, 2025 and did not have a material impact on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective on either a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating whether the adoption of ASU 2024-03 will have a material impact on its consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans (“ASU 2025-08”). ASU 2025-08 eliminates the distinction between purchased credit-deteriorated and non-credit-deteriorated loans and expands the use of the gross-up approach for substantially all purchased financial assets. ASU 2025-08 is effective for annual periods beginning after December 15, 2026 and interim periods within that year, with early adoption permitted. The Company is currently evaluating whether the adoption of ASU 2025-08 will have a material impact on its consolidated financial statements and disclosures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 3 — FAIR VALUE MEASUREMENTS
GAAP defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.
The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:
Real estate-related securities and other — The Company generally determines the fair value of its CMBS by utilizing broker-dealer quotations, reported trades or valuation estimates from pricing models to determine the reported price. Pricing models for CMBS are generally discounted cash flow models that usually consider the attributes applicable to a particular class of security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. Depending upon the significance of the fair value inputs used in determining these fair values, these securities are valued using Level 1, Level 2 or Level 3 inputs.
The Company’s CLO subordinated note is valued using Level 3 inputs. The Company determines the fair value of its CLO subordinated note through consideration of the underlying investment portfolio metrics, including prepayment rates, default and recovery rates, and estimated market yields, supplemented by actual trades executed in the market and indicative prices provided by broker-dealers. Operating metrics related to the specific CLO subordinated note are also considered in determining the fair value of the investment.
The Company’s equity securities are valued using Level 1, Level 2 or Level 3 inputs depending upon the availability of the fair value inputs used in determining the respective fair values. The estimated fair value of the Company’s equity securities is based on quoted market prices when readily and regularly available in an active market.
A breakout of the Company’s CMBS, CLO subordinated note, and equity securities’ levels of the fair value hierarchy as of December 31, 2025 and 2024 can be found in the tables under Items Measured at Fair Value on a Recurring Basis below.
Repurchase facilities, notes payable and credit facilities — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs.
Derivative instruments — In the normal course of business, the Company may use certain types of derivative instruments, such as interest rate swaps and interest rate caps, for the purpose of managing or hedging its interest rate risk. All derivative instruments are carried at fair value and are generally valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the respective counterparties.
Although the Company has determined that the majority of the inputs used to value its derivatives has generally fallen within Level 2 of the fair value hierarchy, certain credit valuation adjustments associated with such derivatives may utilize
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties.
Loans held-for-investment — The Company’s loans held-for-investment are recorded at cost upon origination, net of loan origination fees and discounts. The Company estimates the fair value of its loans held-for-investment by performing a present value analysis for the anticipated future cash flows using an appropriate market discount rate taking into consideration the credit risk. The Company has determined that its commercial real estate (“CRE”) loans held-for-investment and corporate senior loans are classified in Level 3 of the fair value hierarchy. The Company’s liquid corporate senior loans are classified as Level 2 or Level 3 depending on the number of market quotations or indicative prices from pricing services that are available, and whether the depth of the market is sufficient to transact at those prices in amounts approximating the Company’s investment position at the measurement date.
In accordance with the fair value hierarchy described above, the following table details the net book value and fair value of the financial instruments described above as of December 31, 2025 and 2024 (in thousands):
December 31, 2025
December 31, 2024
Net Book Value
Fair Value
Net Book Value
Fair Value
Level
Financial assets:
First mortgage loans
$
3,074,451
$
3,131,673
$
3,085,104
$
3,141,665
3
Liquid corporate senior loans
22,664
19,294
35,653
32,062
(1)
Corporate senior loans
357,474
361,845
250,120
256,543
3
Total financial assets
$
3,454,589
$
3,512,812
$
3,370,877
$
3,430,270
Financial liabilities:
Repurchase facilities, notes payable and credit facilities
$
3,102,195
$
3,052,010
$
3,182,614
$
3,098,368
2
Total financial liabilities
$
3,102,195
$
3,052,010
$
3,182,614
$
3,098,368
____________________________________
(1) As of December 31, 2025, $ 15.6 million and $ 3.7 million of the Company’s liquid corporate senior loans were classified in Level 2 and Level 3 of the fair value hierarchy, respectively. As of December 31, 2024, $ 26.0 million and $ 6.1 million of the Company’s liquid corporate senior loans were classified in Level 2 and Level 3 of the fair value hierarchy, respectively.
Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.
Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, upon disposition of the financial assets and liabilities. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. The Company does not expect that changes in classifications between levels will be frequent.
Items Measured at Fair Value on a Recurring Basis
In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets that are required to be measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
thousands):
Balance as of December 31, 2025
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Financial assets:
CMBS
$
111,762
$
—
$
64,222
$
47,540
CLO subordinated note
19,555
—
—
19,555
Equity securities
37,889
37,165
—
724
Total financial assets
$
169,206
$
37,165
$
64,222
$
67,819
Balance as of December 31, 2024
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Financial assets:
CMBS
$
286,757
$
—
$
241,341
$
45,416
CLO subordinated note
26,901
—
—
26,901
Equity security
32,170
31,547
—
623
Total financial assets
$
345,828
$
31,547
$
241,341
$
72,940
The following are reconciliations of the changes in financial assets with Level 3 inputs in the fair value hierarchy for the years ended December 31, 2025 and 2024 (in thousands):
Level 3
Beginning Balance, January 1, 2024
$
129,081
Total gains and losses:
Unrealized loss on CMBS included in other comprehensive income (loss), net
( 12,486 )
Current expected credit losses
( 74,254 )
Unrealized loss on CLO subordinated note
( 2,317 )
Purchases and payments received:
Conversion to equity securities (1)
654
Investment in CLO subordinated note
31,825
Accreted interest income
1,572
Discounts, net
( 2,349 )
Capitalized interest income
1,214
Balance, December 31, 2024
$
72,940
Total gains and losses:
Unrealized gain on CMBS included in other comprehensive income (loss), net
697
Current expected credit losses
( 1,020 )
Unrealized loss on CLO subordinated note
( 5,349 )
Purchases and payments received:
Proceeds from the repayment on the CLO subordinated note
( 6,070 )
Accreted interest income
4,072
Discounts, net
1,278
Capitalized interest income
1,271
Ending Balance, December 31, 2025
$
67,819
____________________________________
(1) During the year ended December 31, 2024, two of the Company’s defaulted liquid corporate senior loans were equitized into a Level 3 equity security.
Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)
Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
identifying and recording impairment related to credit investments, real estate assets and intangible assets is discussed in Note 2 — Summary of Significant Accounting Policies.
Properties acquired through deeds-in-lieu of foreclosure are recognized at fair value and included in total real estate assets, net on the Company’s consolidated balance sheets upon foreclosure in accordance with the asset acquisition provisions of ASC 805. The Company is required to disclose real estate owned, a nonfinancial asset, at fair value on a non-recurring basis, in accordance with ASC 820, Fair Value Measurement and Disclosures (“ASC 820”). Under ASC 820, the Company may utilize the income, market or cost approach (or combination thereof) to determine the fair value of real estate owned. During the year ended December 31, 2025, the Company took control of the assets securing two of its risk-rated 5 first mortgage loans, which are comprised of two office buildings, through deeds-in-lieu of foreclosure. The Company utilized independent appraisals to assist in the determination of the fair value of the net real estate assets. The Company considered a variety of inputs including cash flow estimates, market data and comparable sales, as applicable. For the two properties, the independent appraisals utilized significant unobservable inputs, including discount rates of 10.8 % and 10.0 % and capitalization rates of 9.0 % and 8.5 %, respectively. At the time of acquisition, the Company determined the aggregate fair value of the net real estate assets to be $ 151.0 million. During the year ended December 31, 2025, the Company disposed of a property acquired via deed-in-lieu of foreclosure for an aggregate sales price of $ 91.3 million, resulting in proceeds of $ 87.8 million after closing costs and a gain of $ 1.1 million.
As of December 31, 2025, the Company had an aggregate $ 236.1 million asset-specific credit loss reserve on funded and unfunded commitments related to six of the Company’s first mortgage loans with an aggregate carrying value of $ 851.8 million. As of December 31, 2024, the Company had an aggregate $ 324.9 million asset-specific credit loss reserve on funded and unfunded commitments related to seven of the Company’s first mortgage loans with an aggregate carrying value of $ 1.0 billion. The asset-specific credit loss reserve was recorded based on the Company’s estimation of the fair value of the first mortgage loans’ aggregate underlying collateral, and reflects adjustments for estimated costs to sell, as well as the timing and manner in which the collateral is expected to be monetized as of December 31, 2025 and 2024, respectively. These loans are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy. The Company considered a variety of inputs in estimating the collateral fair value including property performance, market data and comparable sales, as applicable. The significant unobservable inputs used include the terminal capitalization rate, which ranged from 8.3 % to 9.5 %, and the discount rate, which ranged from 9.5 % to 11.5 %. For additional information regarding the first mortgage loans, refer to Note 8 — Loans Held-For-Investment.
As discussed in Note 4 — Real Estate Assets, during the year ended December 31, 2025, four properties were deemed to be impaired due to sales prices or revised cash flow estimates that were less than their respective carrying values, and their carrying values were reduced to an estimated fair value of $ 111.3 million, resulting in impairment charges of $ 9.9 million. The revised cash flow estimates were a result of continued deterioration of fundamentals at certain office properties, including weakened leasing activity and increased capitalization rates, and a revision in assumed holding periods at certain properties. Additionally, during the year ended December 31, 2025, no condominium units were deemed to be impaired. During the year ended December 31, 2024, real estate assets related to 10 properties were deemed to be impaired due to sales prices or revised cash flow estimates that were less than their respective carrying values, and their carrying values were reduced to an estimated fair value of $ 131.0 million, resulting in impairment charges of $ 52.2 million. Additionally, during the year ended December 31, 2024, certain condominium units were deemed to be impaired, primarily due to a decrease in expected sales prices and an increase in budgeted costs for certain units under development, and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $ 9.1 million. During the year ended December 31, 2023, real estate assets related to six properties were deemed to be impaired due to sales prices or revised cash flow estimates that were less than their respective carrying values, and their carrying values were reduced to an estimated fair value of $ 79.8 million, resulting in impairment charges of $ 20.4 million. Additionally, during the year ended December 31, 2023, certain condominium units were deemed to be impaired, primarily due to a decrease in expected sales prices and an increase in budgeted costs for certain units under development, and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $ 14.7 million. The Company estimates fair values using Level 3 inputs and a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain key assumptions, including, but not limited to, the following: (1) terminal capitalization rates; (2) discount rates; (3) the number of years the property will be held; (4) property operating expenses; and (5) re-leasing assumptions, including the number of months to re-lease, market rental income and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and the future performance and sustainability of the Company’s tenants. The Company determined that the selling prices used to determine the fair values were Level 2 inputs.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following summarizes the ranges of discount rates and terminal capitalization rates used for the Company’s impairment test for the real estate assets during the years ended December 31, 2025 and 2024 :
Year Ended December 31, 2025
Year Ended December 31, 2024
Discount Rate
Terminal Capitalization Rate
Discount Rate
Terminal Capitalization Rate
9.5 % - 11.9 %
9.0 % - 13.3 %
7.8 % - 11.7 %
7.3 % - 11.2 %
The following table presents the impairment charges by asset class recorded during the years ended December 31, 2025, 2024 and 2023 (in thousands):
Year Ended December 31,
2025
2024
2023
Asset class impaired:
Land
$
1,067
$
8,487
$
4,980
Buildings, fixtures and improvements
8,122
39,780
13,841
Intangible lease assets
709
3,979
1,568
Intangible lease liabilities
( 38 )
( 3 )
15
Condominium developments
—
9,066
14,675
Total impairment loss
$
9,860
$
61,309
$
35,079
NOTE 4 — REAL ESTATE ASSETS
Property Acquisitions
During the year ended December 31, 2025, the Company took control of the assets securing two of its risk-rated 5 first mortgage loans, which are comprised of two office buildings, through deeds-in-lieu of foreclosure, with an aggregate fair value at the time of acquisition of $ 151.0 million. Additionally, the Company acquired 18 commercial properties for an aggregate purchase price of $ 58.1 million (the “2025 Property Acquisitions”), which includes $ 720,000 of external acquisition-related expenses that were capitalized. The Company funded the 2025 Property Acquisitions with cash on hand. During the year ended December 31, 2024, the Company acquired two commercial properties for an aggregate purchase price of $ 44.1 million (the “2024 Property Acquisitions”), which includes $ 148,000 of external acquisition-related expenses that were capitalized. The Company funded the 2024 Property Acquisitions with proceeds from the sale of loans held-for-investment. During the year ended December 31, 2023, the Company did no t acquire any properties.
The following table summarizes the purchase price allocation for the 2025 Property Acquisitions and 2024 Property Acquisitions (in thousands):
2025 Property Acquisitions
2024 Property Acquisitions
Land
$
75,442
$
3,132
Buildings, fixtures and improvements
96,598
28,709
Acquired in-place leases and other intangibles (1)
25,011
12,307
Acquired above-market leases (2)
15,765
—
Acquired below-market leases (3)
( 3,696 )
—
Total purchase price
$
209,120
$
44,148
____________________________________
(1) The amortization period for acquired in-place leases and other intangibles is 7.5 years and 20.0 years, for the 2025 and 2024 Property Acquisitions, respectively.
(2) The amortization period for acquired above-market leases is 5.9 years.
(3) The amortization period for acquired below-market leases is 14.5 years.
Condominium Development Project
During the years ended December 31, 2025 and 2024, the Company capitalized $ 7.8 million and $ 16.5 million, respectively, of expenses associated with the development of condominiums acquired via foreclosure. As of December 31,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2025, $ 5.5 million of the capitalized expenses remain included in condominium developments in the accompanying consolidated balance sheets. No capitalized interest expense was included in capitalized expenditures during the years ended December 31, 2025 and 2024.
Condominium Dispositions
During the year ended December 31, 2025, the Company disposed of condominium units for an aggregate sales price of $ 74.0 million, resulting in proceeds of $ 68.0 million after closing costs and a gain of $ 6.6 million. During the year ended December 31, 2024, the Company disposed of condominium units for an aggregate sales price of $ 37.4 million, resulting in proceeds of $ 34.4 million after closing costs and a gain of $ 4.7 million. During the year ended December 31, 2023, the Company disposed of condominium units for an aggregate sales price of $ 51.2 million, resulting in proceeds of $ 47.1 million after closing costs and a gain of $ 3.6 million. The Company has no continuing involvement that would preclude sale treatment with these condominium units. The gain on sale of condominium units is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.
2025 Property Dispositions
During the year ended December 31, 2025, the Company disposed of five properties, including four retail properties and one office property, for an aggregate gross sales price of $ 107.1 million, resulting in proceeds of $ 102.7 million after closing costs and a gain of $ 1.5 million. The Company has no continuing involvement that would preclude sale treatment with these properties.
2024 Property Dispositions
During the year ended December 31, 2024, the Company disposed of seven properties, including five retail properties, one industrial property and one office property, for an aggregate gross sales price of $ 90.6 million, resulting in proceeds of $ 87.2 million after closing costs and a gain of $ 1.9 million. The Company has no continuing involvement that would preclude sale treatment with these properties.
2023 Property Dispositions
On December 29, 2022, certain subsidiaries of the Company entered into an Agreement of Purchase and Sale (the “Realty Income Purchase and Sale Agreement”) with certain subsidiaries of Realty Income Corporation (NYSE: O) (“Realty Income”), to sell to Realty Income 185 single-tenant net lease properties encompassing approximately 4.6 million gross rentable square feet of commercial space across 34 states for total consideration of $ 894.0 million. The consideration was paid in cash.
During the year ended December 31, 2023, the Company disposed of 188 properties, including 184 retail properties, three industrial properties and one office building, for an aggregate gross sales price of $ 925.9 million, resulting in net proceeds of $ 914.4 million after closing costs and a net gain of $ 44.4 million. The sale of 178 of these properties closed pursuant to the Realty Income Purchase and Sale Agreement for total consideration of $ 861.0 million, resulting in proceeds of $ 852.6 million after closing costs and a gain of $ 32.3 million. No properties are remaining to be sold pursuant to the Realty Income Purchase and Sale Agreement. The Company has no continuing involvement that would preclude sale treatment with these properties. The gain on sale of real estate is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.
During the year ended December 31, 2023, the Company received $ 5.3 million in additional earnout proceeds upon the settlement of earnout claims related to the disposition of the properties pursuant to an Agreement of Purchase and Sale, entered into by certain subsidiaries of the Company with The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.), and The Necessity Retail REIT Operating Partnership, L.P. (formerly known as American Finance Operating Partnership, L.P.), and certain of their subsidiaries, dated December 20, 2021, as amended. Both entities subsequently entered into an agreement and plan of merger with Global Net Lease, Inc., among others. The earnout proceeds are included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.
Impairment
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate that the carrying value of certain of its real estate assets may not be recoverable. See Note 2 — Summary of Significant Accounting Policies for a discussion of the Company’s accounting policies regarding impairment of real estate assets.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
During the year ended December 31, 2025, four properties totaling approximately 512,000 square feet with a carrying value of $ 121.2 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $ 111.3 million, resulting in impairment charges of $ 9.9 million, which were recorded in the consolidated statements of operations. No condominium units were deemed to be impaired during the year ended December 31, 2025.
During the year ended December 31, 2024, 10 properties totaling approximately 915,000 square feet with a carrying value of $ 183.2 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $ 131.0 million, resulting in impairment charges of $ 52.2 million, which were recorded in the consolidated statements of operations. Additionally, during the year ended December 31, 2024, certain condominium units were deemed to be impaired and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $ 9.1 million, which were recorded in the consolidated statements of operations.
During the year ended December 31, 2023, six properties totaling approximately 377,000 square feet with a carrying value of $ 100.2 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $ 79.8 million, resulting in impairment charges of $ 20.4 million, which were recorded in the consolidated statements of operations. Additionally, during the year ended December 31, 2023, certain condominium units were deemed to be impaired and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $ 14.7 million, which were recorded in the consolidated statements of operations.
See Note 3 — Fair Value Measurements for a further discussion regarding impairment charges during the years ended December 31, 2025, 2024 and 2023.
Property Concentrations
As of December 31, 2025, the Company had properties located in Virginia and Ohio, which accounted for 16 % and 12 %, respectively, of the Company’s 2025 annualized rental income. In addition, the Company had tenants in the health and personal care stores and manufacturing industries; each of which accounted for 13 % of the Company’s 2025 annualized rental income.
NOTE 5 — INTANGIBLE LEASE ASSETS AND LIABILITIES
Intangible lease assets and liabilities consisted of the following as of December 31, 2025 and 2024 (in thousands, except weighted average life remaining):
As of December 31,
2025
2024
Intangible lease assets:
In-place leases and other intangibles, net of accumulated amortization of $ 59,881 and $ 51,282 , respectively (with a weighted average life remaining of 11.6 years and 11.8 years, respectively)
$
93,674
$
88,698
Acquired above-market leases, net of accumulated amortization of $ 5,332 and $ 3,213 , respectively (with a weighted average life remaining of 7.9 years and 10.6 years, respectively)
10,014
3,447
Total intangible lease assets, net
$
103,688
$
92,145
Intangible lease liabilities:
Acquired below-market leases, net of accumulated amortization of $ 7,078 and $ 6,036 , respectively (with a weighted average life remaining of 12.5 years and 11.2 years, respectively)
$
14,293
$
11,812
The following table summarizes the amortization related to the intangible lease assets and liabilities for the years ended December 31, 2025, 2024, and 2023 (in thousands):
Year Ended December 31,
2025
2024
2023
In-place lease and other intangible amortization
$
11,773
$
9,844
$
13,889
Above-market lease amortization
$
2,456
$
406
$
574
Below-market lease amortization
$
1,177
$
1,119
$
1,348
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of December 31, 2025, the estimated amortization relating to the intangible lease assets and liabilities is as follows (in thousands):
Amortization
Year Ending December 31,
In-Place Leases and Other Intangibles
Above-Market Leases
Below-Market Leases
2026
$
10,455
$
2,100
$
1,312
2027
10,157
2,060
1,313
2028
9,160
1,738
1,313
2029
8,406
1,218
1,313
2030
7,971
1,046
1,303
Thereafter
47,525
1,852
7,739
Total
$
93,674
$
10,014
$
14,293
NOTE 6 — INVESTMENT IN UNCONSOLIDATED ENTITIES
During the year ended December 31, 2021, the Company entered into the Unconsolidated Joint Venture, of which the Company currently owns as of December 31, 2025, indirectly through CMFT MT JV Holdings, LLC and CLR NP Holdings, LLC, a subsidiary of CLR, approximately 50 % of the outstanding equity. The Unconsolidated Joint Venture holds approximately 92 % of the membership interest in the NewPoint JV. Through the Unconsolidated Joint Venture, the Company holds an approximate 46 % interest in the NewPoint JV and accounts for its investment under the equity method. The primary purpose of the NewPoint JV is to source, underwrite, close and service on an ongoing basis multifamily bridge loans, participation interests, and other debt instruments such as loans. As of December 31, 2025 and 2024, the carrying value of the Company’s investment in NP JV Holdings was $ 149.2 million and $ 181.4 million, respectively, which approximates fair value and is included in investment in unconsolidated entities on the consolidated balance sheets. The Company recorded a gain totaling $ 9.1 million and $ 13.6 million, which represented its share of NP JV Holdings’ gain, during the years ended December 31, 2025 and 2024, respectively, in the consolidated statements of operations. During the year ended December 31, 2025, the Company contributed an additional $ 26.5 million to NP JV Holdings. The Company also received $ 67.9 million in distributions during the year ended December 31, 2025, $ 52.9 million of which can be called back by NewPoint JV through NP JV Holdings as a capital call on a future date. Further, of the $ 67.9 million in distributions received during the year ended December 31, 2025, $ 7.9 million was recognized as a return on investment and $ 60.0 million was recognized as a return of investment and reduced the invested capital and the carrying amount. As of December 31, 2025, the Company had $ 60.3 million of unfunded commitments related to NewPoint JV. These commitments are not reflected in the accompanying consolidated balance sheets.
The Company provided a limited guaranty to NewPoint JV, under which the Company agreed to guarantee the Unconsolidated Joint Venture’s cross indemnity and its share of capital contribution obligations under the agreement with NewPoint JV.
The following tables provide summarized financial information of the Unconsolidated Joint Venture for the periods set forth below (in thousands):
F-29
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Year Ended December 31,
2025
2024
Assets:
Real estate investments - at fair value
$
96,109
$
40,796
Loans held-for-investment - at fair value, net of deferred fees
$
813,069
$
1,093,202
Total assets
$
932,250
$
1,186,794
Liabilities and equity:
Repurchase facilities and securitized debt, net of deferred fees
$
604,347
$
777,239
Total liabilities
$
609,645
$
798,626
Total equity
$
322,605
$
388,168
Year Ended December 31,
2025
2024
2023
Total revenues
$
91,508
$
93,666
$
82,164
Total expenses
62,554
65,261
54,164
Total other (expense) income
( 9,279 )
1,002
( 2,011 )
Net income
$
19,675
$
29,407
$
25,989
NOTE 7 — REAL ESTATE-RELATED SECURITIES AND OTHER
As of December 31, 2025, the Company’s real estate-related securities and other had an aggregate estimated fair value of $ 169.2 million, which included nine CMBS investments, one CLO subordinated note and four equity securities. The CMBS investments have initial maturity dates ranging from March 2026 through June 2058 and have interest rates ranging from 0.2 % to 7.9 % as of December 31, 2025, with one CMBS earning a zero coupon rate. As of December 31, 2025, two tranches of a CMBS position held by the Company did not mature as anticipated in July 2025 and were therefore in maturity default. As of December 31, 2025, the CLO subordinated note has an initial maturity date of July 2037 and an estimated effective yield of 15.4 %. The following is a summary of the Company’s real estate-related securities and other as of December 31, 2025 (in thousands):
Real Estate-Related Securities and Other
Gross Unrealized
Amortized Cost Basis
Gains
Losses
CECL
Fair Value
CMBS
$
305,610
$
283
$
( 12,027 )
$
( 182,104 )
$
111,762
CLO subordinated note
27,220
—
( 7,665 )
—
19,555
Equity securities
58,447
—
( 20,558 )
—
37,889
Total real estate-related securities and other
$
391,277
$
283
$
( 40,250 )
$
( 182,104 )
$
169,206
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table provides the activity for the real estate-related securities and other during the years ended December 31, 2025 and 2024 (in thousands):
Amortized Cost Basis
Unrealized (Loss) Gain
CECL
Fair Value
Real estate-related securities as of January 1, 2024
$
647,035
$
( 91,513 )
$
( 35,808 )
$
519,714
Face value of real estate-related securities acquired
25,000
—
—
25,000
Investment in CLO subordinated note
31,825
—
—
31,825
Converted equity securities
5,060
—
—
5,060
Discount on purchase of CLO subordinated note
( 4,179 )
—
—
( 4,179 )
Discounts on purchase of real estate-related securities, net of acquisition costs
( 63 )
—
—
( 63 )
Accretion of discount on real estate-related securities
2,417
—
—
2,417
Accretion of interest income on CLO subordinated note
1,572
—
—
1,572
Sale of real estate-related securities
( 34,045 )
2,966
—
( 31,079 )
Capitalized interest income on real estate-related securities
1,214
—
—
1,214
Principal payments received on real estate-related securities (1)
( 107,404 )
—
—
( 107,404 )
Unrealized loss on real estate-related securities and other, net
—
( 23,995 )
—
( 23,995 )
Provision for credit losses
—
—
( 74,254 )
( 74,254 )
Real estate-related securities and other as of January 1, 2025
568,432
( 112,542 )
( 110,062 )
345,828
Face value of real estate-related securities acquired
26,740
—
—
26,740
Discounts on purchase of real estate-related securities, net of acquisition costs
( 40 )
—
—
( 40 )
Accretion of discount on real estate-related securities
1,541
—
—
1,541
Accretion of interest income on CLO subordinated note
4,072
—
—
4,072
Sale of real estate-related securities
( 75,893 )
261
—
( 75,632 )
Capitalized interest income on real estate-related securities
1,271
—
—
1,271
Principal payments received on real estate-related securities (1)
( 128,776 )
—
—
( 128,776 )
Proceeds from the repayment on the CLO subordinated note
( 6,070 )
—
—
( 6,070 )
Unrealized gain on real estate-related securities and other, net
—
1,292
—
1,292
Unrealized loss reclassified to CECL
—
71,022
—
71,022
Provision for credit losses
—
—
( 72,042 )
( 72,042 )
Real estate-related securities and other as of December 31, 2025
$
391,277
$
( 39,967 )
$
( 182,104 )
$
169,206
____________________________________
(1) Includes the full repayment of the Company’s position in six CMBS instruments prior to their stated maturity dates during each of the years ended December 31, 2025 and 2024.
During the year ended December 31, 2025, the Company invested $ 26.7 million in CMBS. During the same period, the Company sold CMBS with an aggregate amortized cost basis of $ 75.9 million, resulting in net proceeds of $ 75.6 million and a loss of $ 261,000 , the loss of which was reclassified from other comprehensive income (loss) as a decrease to other income (expense), net in the accompanying consolidated statements of operations. Unrealized gains and losses on CMBS and the CLO subordinated note are recorded in other comprehensive income (loss), with a portion of the amount subsequently reclassified into other income (expense), net in the accompanying consolidated statements of operations as securities are sold and gains and losses are recognized. During the year ended December 31, 2025, the Company recorded $ 1.3 million of net unrealized gain on its real estate-related securities and other, comprised of a $ 921,000 unrealized gain on CMBS and a $ 5.3 million unrealized loss on the CLO subordinated note, which are included in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss) and a $ 5.7 million unrealized gain on the Company’s equity securities, which is included in unrealized gain (loss) on equity securities in the accompanying consolidated statements of operations.
During the year ended December 31, 2024, the Company recorded $ 24.0 million of net unrealized loss on its real estate-related securities and other, $ 3.0 million of which was realized as a loss in the accompanying consolidated statements of operations upon the sale of CMBS. The remaining $ 21.0 million of net unrealized loss is comprised of a $ 2.8 million unrealized loss on CMBS and a $ 2.3 million unrealized loss on the CLO subordinated note, which are included in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss) and a $ 15.9 million unrealized loss
F-31
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
on the Company’s equity securities, which is included in unrealized gain (loss) on equity securities in the accompanying consolidated statements of operations.
The scheduled maturities of the Company’s CMBS and CLO subordinated note as of December 31, 2025 are as follows (in thousands):
CMBS and CLO Subordinated Note (1)
Amortized Cost
Estimated Fair Value
Due within one year
$
43,835
$
44,030
Due after one year through five years
20,104
20,192
Due after five years through ten years
14,999
11,582
Due after ten years
61,108
44,833
Total
$
140,046
$
120,637
____________________________________
(1) Excludes two tranches of a CMBS position held by the Company that were in maturity default as of December 31, 2025. The CMBS had an aggregate amortized cost and estimated fair value of $ 192.8 million and $ 10.7 million, respectively, as of December 31, 2025.
Actual maturities of real estate-related securities can differ from contractual maturities because borrowers on certain corporate credit securities may have the right to prepay their respective debt obligations at any time. In addition, factors such as prepayments and interest rates may affect the yields on such securities.
Current Expected Credit Losses - Real Estate-Related Securities
Current expected credit losses reflect the Company’s current estimate for potential credit losses related to real estate-related securities included in the Company’s consolidated balance sheets. Current expected credit losses are recorded in increase in provision for credit losses on the Company’s consolidated statements of operations. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses.
The following table presents the activity in the Company’s current expected credit losses related to its positions in two different tranches of a CMBS instrument for the years ended December 31, 2025 and 2024 (in thousands):
CMBS
Current expected credit losses as of January 1, 2024
$
35,808
Provision for credit losses
74,254
Current expected credit losses as of January 1, 2025
110,062
Provision for credit losses
72,042
Current expected credit losses as of December 31, 2025
$
182,104
During the year ended December 31, 2023, the loan collateralizing one of the Company’s CMBS positions went into payment default and was appraised by a special servicer, resulting in an appraisal reduction that reduced cash flows received from the respective CMBS position during the year ended December 31, 2023. During the year ended December 31, 2024, the CMBS was modified to provide for an extended maturity date of July 2025 plus a six-month extension option, and to reduce the interest rate to a fixed 0.019 % per annum. Additionally, during the year ended December 31, 2024, the Company received notice of preliminary sales transaction activity in relation to the underlying collateral of this CMBS position, as well as an additional position in a separate tranche of this instrument, indicative of a bid below the carrying value of the investment. The Company considered various factors, including the factors noted above, in determining whether a credit loss existed. The present value of cash flows expected to be collected from the CMBS positions did not exceed their amortized cost basis. As such, the Company determined both tranches of the security the Company is invested in had incurred a credit loss. During the year ended December 31, 2025, the properties collateralizing the CMBS positions were re-appraised by the special servicer resulting in a further reduction to the appraisal value. As a result, the Company concluded it is considered more likely than not that the Company will not be able to recover the amortized cost prior to disposal, resulting in a reclassification of unrealized losses previously determined to be driven by non-credit specific factors, as further discussed below. As of December 31, 2025, the CMBS was in maturity default as it was not repaid as anticipated during July 2025 and the extension option was not exercised.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As a result of the credit loss incurred, the Company recorded a $ 1.0 million increase to the provision for credit losses on the consolidated statements of operations during the year ended December 31, 2025 and reclassified $ 71.0 million of unrealized loss previously recorded in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss) to increase in provision for credit losses on the consolidated statements of operations. During the year ended December 31, 2024, the Company recorded a $ 74.3 million increase to the provision for credit losses on the consolidated statements of operations. As of December 31, 2025, the amortized cost basis of the CMBS positions identified as having incurred a credit loss was $ 192.8 million prior to any credit loss provisions. The Company will continue to monitor for changes in expected cash flows in order to continue to measure the credit loss.
As of December 31, 2025, the Company had two CMBS positions and one CLO subordinated note with aggregate fair values of $ 36.9 million and $ 19.6 million, respectively, with unrealized losses reflected in other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss). Upon evaluating these securities at the individual security level, the Company concluded that the unrealized losses included in other comprehensive income (loss) as of December 31, 2025 were noncredit-related and would be recovered from the securities’ estimated future cash flows. The Company considered various factors in reaching this conclusion, including that the Company did not intend to sell the securities, it was not considered more likely than not that the Company would be forced to sell the securities prior to recovering the amortized cost, and there were no material credit events that would have caused the Company to conclude that the amortized cost would not be recovered.
NOTE 8 — LOANS HELD-FOR-INVESTMENT
The Company’s loans held-for-investment consisted of the following as of December 31, 2025 and 2024 (in thousands):
As of December 31,
2025
2024
First mortgage loans (1)
$
3,361,679
$
3,466,929
Total CRE loans held-for-investment and related receivables, net
3,361,679
3,466,929
Liquid corporate senior loans
26,909
41,467
Corporate senior loans
363,879
254,617
Loans held-for-investment and related receivables, net
$
3,752,467
$
3,763,013
Less: Current expected credit losses
( 297,878 )
( 392,136 )
Total loans held-for-investment and related receivables, net
$
3,454,589
$
3,370,877
____________________________________
(1) As of December 31, 2024, first mortgage loans included $ 19.0 million of contiguous mezzanine loan components that, as a whole, have expected credit quality similar to that of a first mortgage loan. During the year ended December 31, 2025 the contiguous mezzanine loan was repaid in full.
The following table details overall statistics for the Company’s loans held-for-investment as of December 31, 2025 and 2024 (dollar amounts in thousands):
CRE Loans (1) (2)
Liquid Corporate Senior Loans
Corporate Senior Loans
As of December 31,
As of December 31,
As of December 31,
2025
2024
2025
2024
2025
2024
Number of loans
35
33
8
15
35
20
Principal balance
$
3,377,417
$
3,483,454
$
27,386
$
42,717
$
368,341
$
258,816
Net book value
$
3,074,451
$
3,085,104
$
22,664
$
35,653
$
357,474
$
250,120
Weighted-average interest rate (3)
7.0
%
7.7
%
10.0
%
9.9
%
9.5
%
10.5
%
Weighted-average maximum years to maturity (4)
2.5
2.3
3.0
3.7
3.0
3.5
Unfunded loan commitments (5)
$
165,818
$
217,907
$
—
$
—
$
51,464
$
43,750
____________________________________
(1) As of December 31, 2025, 91.1 % of the Company’s CRE loans by principal balance earned a floating rate of interest primarily indexed to the Secured Overnight Financing Rate (“SOFR”).
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(2) Maximum maturity date assumes all extension options are exercised by the borrowers and assumes all relevant conditions are met for such extensions; however, the loans may be repaid prior to such date.
(3) The weighted-average interest rate is based on the relevant fixed rate or floating benchmark plus a spread. Excludes loans on nonaccrual status.
(4) Excludes positions in maturity default.
(5) Unfunded loan commitments are subject to the satisfaction of borrower milestones and are not reflected in the accompanying consolidated balance sheets.
Activity relating to the Company’s loans held-for-investment portfolio was as follows for the years ended December 31, 2025 and 2024 (in thousands):
CRE Loans (1)
Liquid Corporate Senior Loans
Corporate Senior Loans
Total Loan Portfolio
Balance, January 1, 2024
$
3,539,111
$
518,252
$
207,102
$
4,264,465
Loan originations, acquisitions and funding
162,892
66,963
80,886
310,741
Sale of loans (2)
—
( 467,197 )
—
( 467,197 )
Principal repayments received
( 356,649 )
( 85,795 )
( 36,795 )
( 479,239 )
Capitalized interest
8,095
82
75
8,252
Conversion to equity securities (3)
—
( 5,060 )
—
( 5,060 )
Charge-offs of CECL (4)
—
( 4,989 )
—
( 4,989 )
Deferred fees and other items (5)
( 2,174 )
( 1,584 )
( 2,158 )
( 5,916 )
Accretion and amortization of fees and other items
6,414
1,057
1,887
9,358
(Provision for) reversal of credit losses (6)
( 272,585 )
13,924
( 877 )
( 259,538 )
Balance, January 1, 2025
3,085,104
35,653
250,120
3,370,877
Loan originations, acquisitions and funding
715,117
1,282
127,752
844,151
Sale of loans
—
( 5,564 )
—
( 5,564 )
Principal repayments received
( 598,531 )
( 5,199 )
( 18,430 )
( 622,160 )
Transfer to real estate assets (7)
( 149,439 )
—
—
( 149,439 )
Capitalized interest
15,433
19
203
15,655
Charge-offs of CECL (8)
( 87,475 )
( 5,420 )
—
( 92,895 )
Deferred fees and other items (5)
( 9,713 )
( 31 )
( 2,135 )
( 11,879 )
Accretion and amortization of fees and other items
9,358
355
1,872
11,585
Reversal of (provision for) credit losses (6)
94,597
1,569
( 1,908 )
94,258
Balance, December 31, 2025
$
3,074,451
$
22,664
$
357,474
$
3,454,589
____________________________________
(1) Loan originations, acquisitions and funding include $ 4.1 million and $ 15.6 million in protective advances during the years ended December 31, 2025 and 2024, respectively, while principal repayments received include $ 3.7 million and $ 15.2 million of cost-recovery proceeds received on the Company’s nonaccrual first mortgage loans during the years ended December 31, 2025 and 2024, respectively.
(2) Includes $ 265.4 million in sales of liquid corporate senior loans to OFSI BSL XIV CLO, Ltd., as further discussed in Note 2 — Summary of Significant Accounting Policies.
(3) During the year ended December 31, 2024, two of the Company’s defaulted liquid corporate senior loans were equitized into shares of common equity and a preferred equity security.
(4) Includes a $ 2.1 million charge-off on four liquid corporate senior loans as a result of distressed restructurings of the positions, which is included in increase in provision for credit losses on the Company’s consolidated statements of operations during the year ended December 31, 2024.
(5) Other items primarily consist of purchase discounts or premiums and deferred origination expenses.
(6) Does not include current expected losses for unfunded or unsettled loan commitments. Such amounts are included in accrued expenses and accounts payable on the accompanying consolidated balance sheets.
(7) During the year ended December 31, 2025, the Company took control of the assets securing two of its risk-rated 5 first mortgage loans through deeds-in-lieu of foreclosure, as further discussed in Note 4 — Real Estate Assets.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(8) Includes an $ 87.5 million charge-off on two first mortgage loans transferred to real estate assets and a $ 5.4 million charge-off on five liquid corporate senior loans that were disposed of during the year ended December 31, 2025.
As of December 31, 2025, the Company’s CRE loans had the following characteristics based on carrying value (dollar amounts in thousands):
Collateral Property Type
As of December 31, 2025
Office
$
1,817,049
54.1
%
Multifamily
659,487
19.6
%
Industrial
426,801
12.7
%
Hospitality
311,702
9.3
%
Mixed Use
85,717
2.5
%
Self-Storage
60,923
1.8
%
Total first mortgage loans
$
3,361,679
100
%
Less: current expected credit losses
( 287,228 )
Total first mortgage loans, net
$
3,074,451
Geographic Location
As of December 31, 2025
South
$
1,455,667
43.3
%
West
942,804
28.0
%
East
555,594
16.5
%
Various
407,614
12.2
%
Total first mortgage loans
$
3,361,679
100
%
Less: current expected credit losses
( 287,228 )
Total first mortgage loans, net
$
3,074,451
Current Expected Credit Losses - Loans Held-For-Investment
Current expected credit losses reflect the Company’s current estimate of potential credit losses related to loans held-for-investment included in the Company’s consolidated balance sheets. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses.
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Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table presents the activity in the Company’s current expected credit losses related to loans held-for-investment by loan type for the year ended December 31, 2025 and 2024 (in thousands):
First Mortgage Loans
Unfunded First Mortgage Loans (1)
Liquid Corporate Senior Loans
Unfunded or Unsettled Liquid Corporate Senior Loans (1)
Corporate Senior Loans
Unfunded Corporate Senior Loans (1)
Total
Current expected credit losses as of December 31, 2023
$
109,240
$
10,062
$
19,738
$
3
$
3,620
$
495
$
143,158
Provision for (reversal of) credit losses
272,585
3,855
( 8,935 )
( 3 )
877
182
268,561
Charge-offs of CECL
—
—
( 4,989 )
—
—
—
( 4,989 )
Current expected credit losses as of December 31, 2024
381,825
13,917
5,814
—
4,497
677
406,730
(Reversal of) provision for credit losses
( 7,122 )
4,213
3,851
—
1,908
163
3,013
Charge-offs of CECL
( 87,475 )
—
( 5,420 )
—
—
—
( 92,895 )
Current expected credit losses as of December 31, 2025
$
287,228
$
18,130
$
4,245
$
—
$
6,405
$
840
$
316,848
____________________________________
(1) Current expected losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the accompanying consolidated balance sheets.
Changes to current expected credit losses are recognized through net income (loss) on the Company’s consolidated statements of operations.
During the year ended December 31, 2025, the Company recorded a net decrease of $ 89.9 million in the current expected credit loss reserve against the loans held-for-investment portfolio, bringing the total current expected credit loss reserve on funded and unfunded commitments to $ 316.8 million. The net decrease in the current expected credit loss reserve was primarily driven by the combined $ 87.5 million charge-off on the two first mortgage loans transferred to real estate assets, as noted above. The current expected credit loss reserve reflects certain loans assessed for impairment as well as macroeconomic and current portfolio conditions.
As of December 31, 2025, the Company did not have any first mortgage loan investments on nonaccrual status. As of December 31, 2025 and 2024, the Company’s asset-specific credit loss reserve totaled $ 239.8 million and $ 330.2 million, respectively, on funded and unfunded commitments, which related to the Company’s risk-rated 5 first mortgage loans and liquid corporate senior loans. The asset-specific credit loss reserve is recorded based on the Company’s estimation of the fair value of each loan’s underlying collateral, reduced by certain adjustments such as estimated costs to sell the underlying collateral where applicable, as of December 31, 2025. Refer to Note 3 — Fair Value Measurements for further discussion of the asset-specific credit loss reserve for first mortgage loans.
Risk Ratings
As further described in Note 2 — Summary of Significant Accounting Policies, the Company evaluates its loans held-for-investment portfolio on a quarterly basis. Each quarter, the Company assesses the risk factors of each loan, and assigns a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, loan and credit structure, current LTV ratio, debt yield, collateral performance, and the quality and condition of the sponsor, borrower, and guarantor(s). Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 — Summary of Significant Accounting Policies.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company’s primary credit quality indicator is its risk ratings, which are further discussed above. The following table presents the net book value of the Company’s loans held-for-investment portfolio as of December 31, 2025 by year of origination, loan type, and risk rating (dollar amounts in thousands):
Amortized Cost of Loans Held-For-Investment by Year of Origination (1)
As of December 31, 2025
Number of Loans
2025
2024
2023
2022
2021
Prior
Total
First mortgage loans by internal risk rating:
1
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
2
—
—
—
—
—
—
—
—
3
25
611,370
80,705
263,668
612,921
507,119
62,056
2,137,839
4
4
—
102,636
34,740
234,661
—
—
372,037
5
6
—
—
—
498,914
298,948
53,941
851,803
Total first mortgage loans
35
611,370
183,341
298,408
1,346,496
806,067
115,997
3,361,679
Liquid corporate senior loans by internal risk rating: (2)
1
—
—
—
—
—
—
—
—
2
—
—
—
—
—
—
—
—
3
2
—
—
1,713
13,520
—
—
15,233
4
3
—
1,869
—
—
3,807
—
5,676
5
3
—
4,309
—
—
1,691
—
6,000
Total liquid corporate senior loans
8
—
6,178
1,713
13,520
5,498
—
26,909
Corporate senior loans by internal risk rating:
1
—
—
—
—
—
—
—
—
2
—
—
—
—
—
—
—
—
3
32
130,040
94,630
72,930
28,519
—
—
326,119
4
3
—
—
11,634
26,126
—
—
37,760
5
—
—
—
—
—
—
—
—
Total corporate senior loans
35
130,040
94,630
84,564
54,645
—
—
363,879
Less: Current expected credit losses
( 297,878 )
Total loans-held-for-investment and related receivables, net
78
$
3,454,589
Weighted Average Risk Rating (3)
3.6
Gross charge-offs (4)
—
( 155 )
( 1,044 )
—
( 91,696 )
—
$
( 92,895 )
____________________________________
(1) Date loan was originated or acquired by the Company. Origination dates are subsequently updated to reflect material loan modifications.
(2) As of December 31, 2025, three of the Company’s liquid corporate senior loan investments were on nonaccrual status with an aggregate carrying value of $ 6.0 million, which represented less than 1.0 % of the carrying value of the Company’s loans held-for-investment portfolio.
(3) Weighted average risk rating calculated based on carrying value at period end.
(4) Represents gross charge-offs by year of origination during the year ended December 31, 2025.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Loan Modifications
The Company may amend or modify a loan depending on the loan’s specific facts and circumstances, which are disclosable under ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) . Such modifications generally provide borrowers with additional time to refinance or sell the collateral property, interest payment adjustments, deferral of scheduled principal repayments, and/or adjustments or waivers of performance tests that are prerequisite to the extension of a loan maturity. Loan modifications that allow for the option to pay interest in-kind (“PIK”) result in the interest being capitalized and added to the outstanding principal balance of the respective loan. During the year ended December 31, 2025, the Company entered into four loan modifications that require disclosure pursuant to ASC 326.
During the year ended December 31, 2025, the Company modified a first mortgage loan collateralized by an office property into two distinct mortgage loans with a principal balance of $ 78.2 million (“Note A”) and $ 52.9 million (“Note B”). As of December 31, 2025, the loans had an aggregate carrying value of $ 130.8 million, representing approximately 3.9 % of the Company’s first mortgage loans and were risk-rated 5. The loan modification extended the initial maturity date from January 7, 2025 to February 7, 2029, with two one-year extension options and allows for future funding advances up to an aggregate amount of $ 14.5 million. In addition, the variable interest rate on Note A was modified from 2.90 % plus Term SOFR (as defined in the applicable loan documents) to a fixed interest rate of 5.0 % through February 7, 2026, then 6.0 % through the initial maturity date and allows for the accrual of PIK interest for any portion of the interest unable to be paid on a monthly basis due to insufficient cash flow. Note B is not subject to any interest payments, provided no event of default occurs as defined in the loan agreement. The Company received a $ 12.0 million repayment in connection with the loan modification. During the year ended December 31, 2025, interest accrual was resumed on Note A, after previously being on nonaccrual status. The borrower elected to PIK $ 1.7 million of interest during the year ended December 31, 2025.
The Company modified a first mortgage loan collateralized by an office property during the year ended December 31, 2025. As of December 31, 2025, the loan had a carrying value of $ 169.5 million, representing approximately 5.0 % of the Company’s first mortgage loans and was risk rated 4. The loan modification extended the initial maturity date from February 7, 2025, with two one-year extension options, to February 7, 2028, with one one-year extension option. The Company received a $ 10.0 million repayment in connection with the loan modification.
The Company modified a first mortgage loan and a contiguous mezzanine loan with principal balances of $ 57.2 million and $ 19.1 million, respectively, collateralized by two multifamily properties during the year ended December 31, 2025. The loan modifications increased the minimum strike rate for the interest rate protection from 3.0 % to 4.5 % for each respective loan. In addition, during the year ended December 31, 2024, the borrower exercised a one-year extension option with a new maturity date of December 16, 2025 and paid down $ 4.7 million. As of December 31, 2025, the first mortgage loan and contiguous mezzanine loan were repaid in full.
The Company modified a corporate senior loan during the year ended December 31, 2025. As of December 31, 2025, the loan had a carrying value of $ 19.4 million, representing approximately 5.3 % of the Company’s corporate senior loans and was risk-rated 4. The loan modification requires the accrual of additional PIK interest at a rate of 0.5 % per annum, commencing on July 1, 2025 through December 31, 2025. PIK interest will continue to accrue from January 1, 2026 until the leverage ratio falls below the defined threshold specified in the credit agreement. The Company received a $ 1.0 million repayment in connection with the loan modification and recognized $ 51,000 of PIK during the year ended December 31, 2025.
Other Modifications
While not required to be disclosed pursuant to ASU 2022-02 because the financial difficulty criteria was not met, the Company modified and restructured a first mortgage loan collateralized by a multifamily property during the year ended December 31, 2025. As of December 31, 2025, the loan had a carrying value of $ 54.6 million, representing approximately 1.6 % of the Company’s first mortgage loans and was risk rated 3. The loan modification restructured the loan amount from $ 72.0 million to $ 55.0 million, extended the initial maturity date from February 6, 2026 with one one-year extension option to March 6, 2028 with two one-year extension options, and modified the variable interest rate from 3.20 % plus Term SOFR to 2.85 % plus Term SOFR. The Company received a $ 15.9 million repayment in connection with the loan modification. The loan modification was accounted for as a new loan for GAAP purposes.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 9 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the year ended December 31, 2023, the Company’s remaining two interest rate cap agreements matured. The Company did not have any derivative instruments as of December 31, 2025 and 2024.
Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 — Fair Value Measurements. The notional amount under the derivative instruments is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks.
Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company had interest rate caps which were used to manage exposure to interest rate movements, but did not meet the requirements to be designated as a hedging instrument. The change in fair value of the derivative instruments that are not designated as hedges is recorded directly to earnings in other income (expense), net on the accompanying consolidated statements of operations. Interest rate swaps are designated as cash flow hedges in order to hedge the variability of the anticipated cash flows on the Company’s variable rate debt. The change in fair value of the derivative instruments designated as hedges is recorded in other comprehensive income (loss), with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the years ended December 31, 2025, 2024 and 2023, no amounts were reclassified from other comprehensive income (loss) as a change to interest expense. No unrealized amounts on interest rate swaps were remaining in other comprehensive income (loss) as of December 31, 2025, 2024 and 2023 . The Company includes cash flows from interest rate swap agreements in net cash flows provided by operating activities on its consolidated statements of cash flows, as the Company’s accounting policy is to present cash flows from hedging instruments in the same category in its consolidated statements of cash flows as the category for cash flows from the hedged items.
The Company had agreements with each of its derivative counterparties that contained provisions whereby if the Company defaulted on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value, inclusive of interest payments and accrued interest. In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its derivative instruments based on the credit quality of the Company and the respective counterparty.
NOTE 10 — REPURCHASE FACILITIES, NOTES PAYABLE AND CREDIT FACILITIES
As of December 31, 2025, the Company had $ 3.1 billion of debt outstanding, including net deferred financing costs, with a weighted average years to maturity of 1.9 years and a weighted average interest rate of 5.0 %. The weighted average years to maturity is computed using the scheduled repayment date as specified in each loan agreement where applicable. The weighted average interest rate is computed using the interest rate in effect until the scheduled repayment date.
The following table summarizes the debt balances as of December 31, 2025 and 2024, and the debt activity for the year ended December 31, 2025 (in thousands):
During the Year Ended December 31, 2025
Balance as of December 31, 2024
Debt Issuances & Assumptions (1)
Repayments & Modifications
Amortization
Balance as of December 31, 2025
Notes payable – variable rate debt
$
606,452
$
—
$
( 227,677 )
$
—
$
378,775
ABS mortgage notes
758,520
—
—
—
758,520
Credit facilities
124,500
92,000
( 29,000 )
—
187,500
Repurchase facilities
1,693,142
672,741
( 588,483 )
—
1,777,400
Total debt
3,182,614
764,741
( 845,160 )
—
3,102,195
Deferred costs – variable rate debt
( 1,743 )
( 77 )
587
554
( 679 )
Deferred costs – ABS mortgage notes
( 10,582 )
( 17 )
—
2,122
( 8,477 )
Total debt, net
$
3,170,289
$
764,647
$
( 844,573 )
$
2,676
$
3,093,039
____________________________________
(1) Includes deferred financing costs incurred during the period, if any.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
For more information regarding the Company’s debt activity during the year ended December 31, 2024, see Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Notes Payable
As of December 31, 2025, the Company had $ 378.8 million of variable rate debt outstanding, the borrowings of which are financed through note on note financing arrangements with Massachusetts Mutual Life Insurance Company (“Mass Mutual” and such financing, the “Mass Mutual Financing”), Citibank, N.A. (“Citibank” and such financing, the “Citibank Financing”), and Barclays Bank PLC (“Barclays” and such financing, the “Barclays Financing”) to provide financing for the Company’s CRE mortgage loans (the “Note on Note Financing Arrangements”).
The following table is a summary of the Note on Note Financing Arrangements as of December 31, 2025 (dollar amounts in thousands):
Note on Note Financing Arrangement
Date of Agreement
Maturity Date
Remaining Extension Options (1)
Weighted Average Interest Rate
Loans Financed under Note on Note Financing
Amount Financed
Citibank (2)
6/16/2023
8/9/2026
1 / 1 yr.
5.1 %
$
83,948
$
62,961
Barclays (2)
10/20/2023
8/9/2026
1 / 1 yr.
5.1 %
148,852
111,639
Mass Mutual
3/16/2022
(3)
N/A
6.1 %
320,228
204,175
Total
$
553,028
$
378,775
____________________________________
(1) Represents the number of extension options remaining and the term of each option. Such extension options are subject to certain conditions as set forth within each respective note on note financing agreement.
(2) Note on Note Financing Arrangement is held through CLR.
(3) Borrowings under the Mass Mutual Financing mature on various dates from October 2027 through January 2028.
ABS Mortgage Notes
On July 28, 2021, the Company issued $ 774.0 million aggregate principal amount of asset backed securities (“ABS”) mortgage notes, Series 2021-1 (the “Class A Notes”) in six classes, as shown below:
Class of Notes
Initial Principal Balance
Principal Balance as of December 31, 2025
Note Rate
Anticipated Repayment Date
Rated Final Payment Date
Credit Rating (1)
A-1 (AAA)
$
146,400,000
$
140,208,000
2.09 %
July 2028
July 2051
AAA (sf)
A-2 (AAA)
219,600,000
210,312,000
2.57 %
July 2031
July 2051
AAA (sf)
A-3 (AA)
39,200,000
39,200,000
2.51 %
July 2028
July 2051
AA (sf)
A-4 (AA)
58,800,000
58,800,000
3.04 %
July 2031
July 2051
AA (sf)
A-5 (A)
124,000,000
124,000,000
2.91 %
July 2028
July 2051
A (sf)
A-6 (A)
186,000,000
186,000,000
3.44 %
July 2031
July 2051
A (sf)
$
774,000,000
$
758,520,000
____________________________________
(1) Reflects credit rating from Standard & Poor’s Financial Services LLC (“Standard & Poor’s”).
The collateral pool for the Class A Notes is comprised of 169 of the Company’s double- and triple-net leased single tenant properties, together with the related leases and certain other rights and interests. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the Class A Notes was $ 1.0 billion. As of December 31, 2025, amounts outstanding on the Class A Notes totaled $ 758.5 million with a weighted average interest rate of 2.8 %. The Company may prepay the Class A Notes in full on or after the payment date beginning in July 2026 for the Class A-1 (AAA) Notes, the Class A-3 (AA) Notes and the Class A-5 (A) Notes, and on or after the payment date in July 2028 for the Class A-2 (AAA) Notes, the Class A-4 (AA) Notes and the Class A-6 (A) Notes.
Credit Facilities
As of December 31, 2025, CMFT CL Lending Sub AB, LLC (the “Borrower”), an indirect wholly owned subsidiary of the Company, had a revolving loan and security agreement (the “Loan and Security Agreement”) with each of the lenders from time to time party thereto (the “Lenders”), Ally Bank as administrative agent and arranger (“Ally Bank”), U.S. Bank Trust Company, National Association, as the collateral custodian (the “Collateral Custodian”), and U.S. Bank National Association as
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
the document custodian, which provides for borrowings in an aggregate principal amount up to $ 300.0 million (the “Loan Facility”), which may be increased during the revolving period (as defined below) to an aggregate principal amount up to $ 500.0 million as agreed to by the Borrower, any applicable Lender and Ally Bank.
As of December 31, 2025, borrowings under the Loan and Security Agreement bore interest equal to SOFR for the relevant interest period, plus an applicable rate. The applicable rate was 2.875 % per annum (and an additional 2.00 % per annum following an event of default under the Loan and Security Agreement). The revolving period began on February 10, 2023, and as of December 31, 2025, concluded on the day preceding the earlier to occur of (i) the scheduled revolving period end date of February 10, 2026, (ii) the date of the declaration of the revolving period end date upon the occurrence and continuation of an event of default, and (iii) the termination date. The termination date was the earlier to occur of (i) February 10, 2028 (two years after the revolving period end date) and (ii) the date of the declaration of the termination date or the date of the automatic occurrence of the termination date upon the occurrence and continuation of an event of default. As of December 31, 2025, the amounts borrowed and outstanding under the Loan Facility totaled $ 175.0 million at a weighted average interest rate of 6.5 %. Subsequent to December 31, 2025, on February 6, 2026, the Borrower entered into an amendment to the Loan and Security Agreement with the Lenders, Ally Bank and the Collateral Custodian, as described in further detail in Note 19 — Subsequent Events.
CMFT Corporate Credit Securities, LLC, an indirect wholly-owned, bankruptcy-remote subsidiary of the Company, has a revolving credit and security agreement (the “Fourth Amended Credit and Security Agreement”) with the lenders from time to time parties thereto, Citibank, as administrative agent, CMFT Securities, as equityholder and as collateral manager, Citibank (acting through its Agency & Trust division), as both a collateral agent and as a collateral custodian, and Virtus Group, LP, as collateral administrator. The Fourth Amended Credit and Security Agreement provides for available borrowings under the revolving credit facility up to an aggregate principal amount of $ 18.0 million (the “Credit Securities Revolver”). The Credit Securities Revolver may be increased from time to time pursuant to the Fourth Amended Credit and Security Agreement. As of December 31, 2025, the amounts borrowed and outstanding under the Credit Securities Revolver totaled $ 12.5 million at a weighted average interest rate of 6.5 %.
Borrowings under the Fourth Amended Credit and Security Agreement will bear interest equal to the one-month Term SOFR (as defined in the Fourth Amended Credit and Security Agreement) for the relevant interest period, plus an applicable rate. The applicable rate is dependent on the type of loan being financed, which includes broadly syndicated, private and middle market loans meeting certain criteria as set forth in the Fourth Amended Credit and Security Agreement and ranges from 1.90 % to 2.75 % per annum during the first two years of the reinvestment period and 2.00 % to 2.85 % during the last year of the reinvestment period and 2.10 % to 2.95 % per annum during the amortization period (and, in each case, an additional 2.00 % per annum following an event of default under the Fourth Amended Credit and Security Agreement). The reinvestment period began on December 31, 2019 and concluded on August 29, 2024 (the “Reinvestment Period”). The amortization period began on the last day of the Reinvestment Period and concludes on the date on which all obligations are paid in full (the “Amortization Period”). The final maturity date is the earliest to occur of: (i) the date that the Credit Securities Revolver is paid down and (ii) the second anniversary after the Reinvestment Period concludes. Borrowings under the Fourth Amended Credit and Security Agreement are secured by substantially all of the assets held by CMFT Corporate Credit Securities, LLC, which shall primarily consist of liquid corporate senior secured loans subject to certain eligibility criteria under the Fourth Amended Credit and Security Agreement.
The Company believes it was in compliance with the financial covenants under the Company’s various fixed and variable rate debt agreements, as of December 31, 2025.
Repurchase Facilities
As of December 31, 2025, indirectly owned subsidiaries of the Company (individually, a “Lending Sub”, and collectively, the “Lending Subs”), had Master Repurchase Agreements with Citibank, Barclays, Wells Fargo Bank, N.A. (“Wells Fargo”), Deutsche Bank AG (“Deutsche Bank”), and J.P. Morgan Securities LLC (“J.P. Morgan”) (collectively, the “Repurchase Agreements”) to provide financing primarily through each bank’s purchase of the Company’s CRE mortgage loans and CMBS and future funding advances (the “Repurchase Facilities”).
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table is a summary of the Repurchase Facilities as of December 31, 2025 (dollar amounts in thousands):
Repurchase Facility
Date of Agreement
Maturity Date
Remaining Extension Options (1)
Maximum Facility Size
Weighted Average Interest Rate
Loans Financed under Repurchase Facility (2)
Amount Financed
Citibank
6/4/2020
3/5/2027
2 / 1 yr.
$
26,537
6.3 %
(3)
$
84,374
$
26,537
Citibank (4)
12/19/2023
12/19/2026
2 / 1 yr.
600,790
5.5 %
(3)
666,976
504,962
Barclays
9/21/2020
9/22/2026
1 / 1 yr.
558,947
5.6 %
(3)
722,517
359,417
Barclays (4)
12/4/2023
12/4/2026
2 / 1 yr.
691,053
5.6 %
(3)
118,067
81,094
Wells Fargo
5/20/2021
8/30/2026
1 / 1 yr.
512,004
(5)
5.5 %
(3)
658,707
444,503
Wells Fargo (4)
8/15/2025
8/15/2027
3 / 1 yr.
250,000
(5)
5.4 %
(3)
285,250
216,050
Deutsche Bank (4)
10/8/2021
10/8/2026
1 / 1 yr.
300,000
6.4 %
(3)
175,936
99,913
J.P. Morgan (4)
6/1/2022
(6)
(6)
—
(6)
5.1 %
(7)
64,222
44,924
Total
$
2,939,331
$
2,776,049
$
1,777,400
__________________________________
(1) Represents the number of extension options remaining and the term of each option. Such extension options are subject to certain conditions as set forth within each respective Repurchase Agreement.
(2) CRE mortgage loan balances financed under the Repurchase Facilities with Citibank, Barclays, Wells Fargo and Deutsche Bank reflect the aggregate outstanding principal balance while the CMBS balance financed under the J.P. Morgan Repurchase Facility (as defined below) reflects fair value.
(3) Advances under the Repurchase Agreements accrue interest at per annum rates based on Term SOFR (as such term is defined in the applicable Repurchase Agreement) or the daily compounded SOFR plus a spread ranging from 1.30 % to 3.00 % to be determined on a case-by-case basis between Citibank, Barclays, Wells Fargo or Deutsche Bank and the Lending Subs.
(4) Repurchase facility is held through CLR.
(5) Subsequent to December 31, 2025, the maximum facility size on the repurchase facilities held with Wells Fargo were amended, as described in further detail in Note 19 — Subsequent Events.
(6) Facilities under the repurchase facility with J.P. Morgan (“J.P. Morgan Repurchase Facility”) carry a rolling term which is reset monthly. Such facilities carry no maximum facility size.
(7) Under the Master Repurchase Agreement with J.P. Morgan, advances under the repurchase agreement may be made based on one-month Term SOFR plus a spread designated by J.P. Morgan, which as of December 31, 2025, ranges from 1.15 % to 1.40 %.
The Repurchase Agreements provide for agreements by each of Citibank, Barclays, Wells Fargo, Deutsche Bank and J.P. Morgan to re-sell such purchased CRE mortgage loans and CMBS back to Lending Subs at a certain future date or upon demand.
In connection with certain of the Repurchase Agreements, the Company (as the guarantor) entered into guaranties with Citibank, Barclays, Wells Fargo, and Deutsche Bank (the “Initial Guaranties”), under which the Company agreed to guarantee up to 25 % of the obligations of the applicable Lending Sub under certain Repurchase Agreements. In addition, in connection with certain of the Repurchase Agreements, the Company (as the “Initial Guarantor”) and CLR (as a “Replacement Guarantor” and together with the Initial Guarantor, the “Guarantors”) entered into or amended guaranties with Citibank, Barclays and Deutsche Bank during the year ended December 31, 2023 (the “2023 Guaranties”, and together with the Initial Guaranties, the “Guaranties”), on a joint and several basis until the satisfaction of certain conditions as set forth in the guaranties, at which point the Replacement Guarantor will become the sole guarantor under the guaranty (the “Guarantor Replacement Event”). Under the 2023 Guaranties, the Initial Guarantor and the Replacement Guarantors agreed to guarantee the respective Lending Subs’ obligations under the applicable Repurchase Agreements. Additionally, during the year ended December 31, 2025, in connection with the J.P. Morgan Repurchase Facility and the Wells Fargo Repurchase Facility, the Company and CLR (as the guarantors) entered into a guaranty with each of J.P. Morgan and Wells Fargo, under which the Company and CLR agreed to guarantee the obligations of the Lending Sub under the Repurchase Agreements with J.P. Morgan and Wells Fargo on a joint and several basis until the Company is permitted to be removed as a guarantor upon the satisfaction of certain conditions set forth in the guaranty, leaving CLR as the sole guarantor under the guaranties with J.P. Morgan and Wells Fargo.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Repurchase Agreements and the Guaranties contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guaranties contain financial covenants that require the Company to maintain: (i) minimum liquidity of not less than the lower of (a) $ 50.0 million and (b) the greater of (A) $ 10.0 million and (B) 5 % of the then-current Guarantors’ recourse indebtedness, as defined in the Guaranties; (ii) minimum consolidated net worth greater than or equal to $ 1.0 billion plus (a) prior to the Guarantor Replacement Event, as applicable, 75 % of the equity issued by the Guarantors following the respective closing dates of the Repurchase Agreements (the “Repurchase Closing Dates”) or, from and after the Guarantor Replacement Event, as applicable, 75 % of the equity issued by the Replacement Guarantor following the Guarantor Replacement Event, as applicable, minus (b) prior to the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Guarantors from the Repurchase Closing Dates or, from and after the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Replacement Guarantor following the Guarantor Replacement Event, as applicable; (iii) maximum leverage ratio of total indebtedness to total equity less than or equal to 80 %; and (iv) minimum interest coverage ratio of EBITDA (as defined in the Guaranties) to interest expense equal to or greater than 1.40 . The Company believes it was in compliance with the financial covenants under the Repurchase Agreements as of December 31, 2025.
Maturities
Liquidity and Financial Condition — The Company has $ 1.7 billion of debt maturing within the next 12 months following the date these financial statements are issued. The Company is in active communication with its lenders to exercise the extension options under its Repurchase Facilities and notes payable that are maturing within the next 12 months, which management believes is probable given its history of meeting all compliance metrics with these Repurchase Facilities. The Company also has the ability to enter into new financing arrangements or refinance existing arrangements to meet its obligations as they become due, which management believes is probable based on the current loan-to-value ratios and assessment of the current lending environment.
The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to December 31, 2025 (in thousands):
Year Ending December 31,
Principal Repayments
2026
$
1,709,413
2027
413,422
2028
524,248
2029
—
2030
—
Thereafter
455,112
Total
$
3,102,195
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 11 — SUPPLEMENTAL CASH FLOW DISCLOSURES
Supplemental cash flow disclosures for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Distributions declared and unpaid
$
14,477
$
16,508
$
16,047
Accrued capital expenditures
$
382
$
2,201
$
544
Construction reserve allocation
$
—
$
—
$
( 190 )
Real estate acquired via deed-in-lieu of foreclosure
$
151,043
$
—
$
—
Assumption of other assets and liabilities related to real estate acquired via deed-in-lieu of foreclosure
$
( 3,260 )
$
—
$
—
Transfer of loans held-for-investment to real estate acquired via deed-in-lieu of foreclosure
$
( 149,438 )
$
—
$
—
Accrued deferred financing costs
$
—
$
—
$
132
Common stock issued through distribution reinvestment plan
$
31,217
$
42,635
$
42,879
Change in fair value of real estate-related securities
$
( 4,167 )
$
( 5,140 )
$
( 32,617 )
Conversion of loan held-for-investment to equity securities
$
—
$
( 5,060 )
$
—
Supplemental Cash Flow Disclosures:
Interest paid
$
164,435
$
233,379
$
247,521
Cash paid for taxes
$
420
$
1,704
$
1,115
NOTE 12 — COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject.
Unfunded Commitments
As of December 31, 2025, the Company had $ 217.3 million of unfunded loan commitments related to its existing CRE loans held-for-investment and corporate senior loans and $ 60.3 million of unfunded commitments related to NewPoint JV. These commitments are not reflected in the accompanying consolidated balance sheets. Current expected credit losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the accompanying consolidated balance sheets.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 13 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
Management, investment advisory fees and incentive compensation
The Company has incurred fees and expenses payable to CMFT Management and certain of its affiliates in connection with the acquisition, management and disposition of its assets. On March 24, 2023, the Company and CMFT Management entered into the second amended and restated management agreement (the “Management Agreement”), which amended and restated the amended and restated management agreement between the parties dated August 20, 2019.
The Company pays CMFT Management a management fee, payable quarterly in arrears, equal to the greater of (a) $ 250,000 per annum ($ 62,500 per quarter) and (b) 1.50 % per annum ( 0.375 % per quarter) of the Company’s Equity (as defined in the Management Agreement).
CMFT Securities has an investment advisory and management agreement dated December 6, 2019 (the “Investment Advisory and Management Agreement”) with the Investment Advisor. CMFT Securities was formed for the purpose of holding any securities investments and certain other investments made by the Company. The Investment Advisor, a wholly-owned subsidiary of CIM Group, is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the Investment Advisory and Management Agreement, the Investment Advisor manages the day-to-day business affairs of CMFT Securities and its investments in corporate credit and real estate-related securities (collectively, the “Managed Assets”), subject to the supervision of the Board. In connection with the services provided by the Investment Advisor, CMFT Securities pays the Investment Advisor an investment advisory fee (the “Investment Advisory Fee”), payable quarterly in arrears, equal to 1.50 % per annum ( 0.375 % per quarter) of CMFT Securities’ Equity (as defined in the Investment Advisory and Management Agreement). Because the Managed Assets are excluded from the calculation of management fees payable by the Company to CMFT Management pursuant to the Management Agreement, the total management and advisory fees payable by the Company to its external advisors are not increased as a result of the Investment Advisory and Management Agreement.
In addition, the Investment Advisor has a sub-advisory agreement dated May 12, 2025 (the “Sub-Advisory Agreement”) with OFS Capital Management, LLC (the “Sub-Advisor”) to act as an investment sub-advisor to CMFT Securities. The Sub-Advisor is registered as an investment adviser under the Advisers Act and is an affiliate of the Investment Advisor. The Sub-Advisor principally provides investment management services with respect to the corporate credit-related securities held by CMFT Securities and its subsidiaries. The Sub-Advisor may allocate a portion of these corporate credit-related securities to its other clients, including affiliates of CIM Group. On a quarterly basis, the Investment Advisor designates 50 % (or 25 % if related to CMBS) of the sum of the Investment Advisory Fee and incentive compensation attributable to the assets for which the Sub-Advisor has provided investment management services payable to the Investment Advisor as sub-advisory fees.
CMFT Management is entitled to receive incentive compensation, payable with respect to each quarter, which is generally equal to the excess of (a) the product of (i) 20 % and (ii) the excess of (A) Core Earnings (as defined in the Management Agreement) of the Company for the previous 12-month period, over (B) the product of (1) the Company’s Consolidated Equity (as defined in the Management Agreement) in the previous 12-month period, and (2) 7 % per annum, over (b) the sum of any incentive compensation paid to CMFT Management with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). During the years ended December 31, 2025, 2024 and 2023, no incentive compensation fees were incurred.
In addition, the Investment Advisor is eligible to receive a portion of the incentive compensation payable to CMFT Management pursuant to the Management Agreement. In the event that the incentive compensation is earned and payable with respect to any quarter, CMFT Management calculates the portion of the incentive compensation that was attributable to the Managed Assets and payable to the Investment Advisor.
The Company’s subsidiary, CLR, entered into a separate management agreement (“CLR Management Agreement”) with CMFT Management on February 29, 2024 (“CLR Effective Date”) for the day-to-day management of CLR and its non-securities assets, pursuant to which CLR will pay CMFT Management a base management fee, payable in arrears, equal to 1.25 % of CLR’s net asset value per share (or 0.90 % of its net asset value per share for its founder share classes), plus a performance fee that is, subject to certain adjustment in the calculation for the measurement periods applicable to CLR’s Core Earnings (as defined in the CLR Management Agreement) during the first four calendar quarters, generally equal to the excess of (A) the product of (I) 10 % and (II) the excess of (y) CLR’s Core Earnings for the previous 12-month period, over (z) the product of (i) CLR’s average adjusted capital, and (ii) a hurdle rate of 6.5 % ( 7.25 % for its founder share classes), each considered on an annualized basis, over (B) the sum of any performance fee paid to CMFT Management or the Investment Advisor with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
calendar quarters preceding the applicable period, if applicable). No performance fee shall be payable by CLR to CMFT Management or the Investment Advisor with respect to any calendar quarter unless CLR’s Core Earnings for the 12 most recently completed calendar months (or such lesser number of completed calendar quarters following the CLR Effective Date) in the aggregate are greater than zero. Once CLR’s Core Earnings exceed the hurdle rate, CMFT Management is entitled to a “catch-up” fee equal to the amount of CLR’s Core Earnings in excess of the hurdle rate, until CLR’s Core Earnings for the applicable period equal 7.224 % ( 8.0576 % for CLR’s founder share classes), each considered on an annualized basis of CLR’s average adjusted capital. Thereafter, CMFT Management is entitled to receive 10 % of CLR’s Core Earnings.
CLR Securities Investments, LLC (“CLR Securities”), a subsidiary of CLR, has an investment advisory and management agreement dated February 29, 2024 (the “CLR Investment Advisory and Management Agreement”) with the Investment Advisor pursuant to which the Investment Advisor manages the day-to-day business affairs of CLR Securities and its investments in real estate-related securities (collectively, the “CLR Managed Assets”), subject to the supervision of the CLR board of trustees. In connection with the services provided by the Investment Advisor, CLR Securities pays the Investment Advisor an investment advisory fee (the “CLR Investment Advisory Fee”), payable quarterly in arrears, equal to the proportion of the base management fee and performance fee calculated pursuant to the CLR Management Agreement that is attributable to the CLR Managed Assets. Because the CLR Managed Assets are excluded from the calculation of management fees payable by CLR to CMFT Management pursuant to the Management Agreement, the total management and advisory fees payable by CLR to its external advisors are not increased as a result of the CLR Investment Advisory and Management Agreement.
The CLR Management Agreement and CLR Investment Advisory and Management Agreement (together, the “CLR Advisory Agreements”) each have an initial three-year term and shall be deemed renewed automatically each year thereafter for an additional one-year period unless CLR provides 180 days’ written notice of termination of a CLR Advisory Agreement after the affirmative vote of CLR’s independent trustees. If either CLR Advisory Agreement is terminated without cause, CMFT Management and/or the Investment Advisor, as applicable, shall receive a termination fee pursuant to the terminated CLR Advisory Agreement equal to three times the sum of (a) the average annual management fee and (b) the average annual incentive compensation incurred under the terminated CLR Advisory Agreement during the 24-month period prior to the termination.
The Company and CMFT Management have entered into an agreement (the “Offset Agreement”) whereby, (i) for so long as CMFT Management is the external manager of the Company and an affiliate of CIM Group, the Company’s management fee payable to CMFT Management will be reduced by the Company’s proportional share, based on its ownership of CLR, of the base management fee and performance fee payable to CMFT Management by CLR, and (ii) if the Management Agreement and either or both of the CLR Advisory Agreements are simultaneously terminated without cause, the termination fee payable by the Company to CMFT Management or the Investment Advisor, as applicable, under the applicable CLR Advisory Agreement shall be reduced by the Company’s proportional share, based on its ownership of CLR, of the termination fee payable to CMFT Management or the Investment Advisor by CLR under the applicable CLR Advisory Agreement, such that, in each case, the Company will not pay more fees than would otherwise be payable under its Management Agreement or Investment Advisory and Management Agreement, as applicable. The Offset Agreement also provides that CMFT Management will reimburse to the Company 50 % of the organization and offering expenses paid by the Company for CLR, which reimbursement may be paid as a reduction in the management fee payable to CMFT Management under the Management Agreement. Organization and offering expenses is defined in the CLR Management Agreement as any and all costs and expenses incurred by or on behalf of CLR in connection with the formation of CLR and the marketing and distribution of its common shares of beneficial interest. During the year ended December 31, 2025, the Company did not receive any reimbursements from CMFT Management for organization and offering expenses paid by the Company for CLR.
The Investment Advisor has engaged the Sub-Advisor to act as an investment sub-advisor with respect to the assets held by CLR Securities. The Sub-Advisor principally provides investment management services with respect to the real estate related securities held by CLR Securities and its subsidiaries. On a quarterly basis, the Investment Advisor designates 50 % of the sum of the CLR Investment Advisory Fee and incentive compensation attributable to the assets for which the Sub-Advisor has provided investment management services payable to the Investment Advisor as sub-advisory fees. The Sub-Advisory Agreement may be terminated by either party with 30 days’ advance written notice to the other party.
Pursuant to the Offset Agreement, fees payable by the Company to CMFT Management or the Investment Advisor will be offset by the Company’s proportional share, based on its ownership of CLR, of the fees payable by CLR or its affiliates under the CLR Management Agreement or CLR Investment Advisory Agreement to CMFT Management or the Investment Advisor.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Guaranties
From time to time, the Company guarantees certain of CLR’s indebtedness, as discussed further in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities.
Expense reimbursements to related parties
The Company reimburses CMFT Management, the Investment Advisor or their affiliates for certain expenses paid or incurred in connection with the services provided to the Company. The Company will reimburse CMFT Management, the Investment Advisor, or their affiliates for salaries and benefits paid to personnel who provide services to the Company, excluding the Company’s executive officers (other than the chief financial officer) and any portfolio management, acquisitions or investment professionals.
The Company recorded fees and expense reimbursements as shown in the table below for services provided by CMFT Management or its affiliates related to the services described above during the periods indicated (in thousands):
Year Ended December 31,
2025
2024
2023
Management fees
$
46,788
$
49,672
$
50,975
Expense reimbursements to related parties
$
13,105
$
13,501
$
13,285
Due to Affiliates
Of the amounts shown above, $ 12.7 million and $ 13.7 million had been incurred, but not yet paid, for services provided by CMFT Management or its affiliates in connection with the management and operating activities during the years ended December 31, 2025 and 2024, respectively, and such amounts were recorded as liabilities of the Company as of such dates.
The following table details the components of due to affiliates as of December 31, 2025 and 2024 (in thousands):
December 31, 2025
December 31, 2024
Accrued management fees
$
11,703
$
12,172
Accrued expense reimbursement to related parties
$
947
1,497
Total due to affiliates
$
12,650
$
13,669
Development and Property Management Agreements
On January 7, 2021, the Company completed foreclosure proceedings to take control of the assets which previously secured its mezzanine loans, including 75 condominium units and 21 rental units across four buildings in New York. Upon foreclosure, and with the approval of the Board’s former valuation, compensation and affiliate transactions committee, CIM NY Management, LLC, an affiliate of the Company’s manager, CMFT Management, entered into a Development Management Agreement with the indirect wholly owned subsidiaries of the Company that own each of the four buildings (the “Building Owners”), wherein CIM NY Management, LLC will act as project manager in overseeing the development and construction of property improvements in accordance with each respective Development Management Agreement (the “Development Services”). In consideration for the Development Services, CIM NY Management, LLC will receive a development management fee from the Building Owners equal to 4 % of the aggregate gross project costs expended during the term of the Development Management Agreement, subject to the conditions in each respective Development Management Agreement. During the years ended December 31, 2025 and 2024, the Company recorded $ 351,000 and $ 722,000 , respectively, in development management fees. Additionally, CIM NY Management, LLC is reimbursed by the Building Owners for expenses incurred in connection with the Development Services, including services provided that are incidental to but not part of the Development Services. The Development Management Agreement shall remain in effect until the project completion date, and is terminable by either party with fifteen days prior notice to the other party, with or without cause.
Additionally, on January 9, 2025, the Company took control of an office building in McLean, Virginia, through a deed-in-lieu of foreclosure, which previously secured one of its first mortgage loans, as discussed in Note 4 — Real Estate Assets. Upon taking control of the asset, and with the approval of the Board, CIM Management, Inc. (“CIM Management”), an affiliate of the Company’s manager, CMFT Management, entered into a Property Management and Services Agreement with the indirect wholly owned subsidiaries of the Company that own the office building (the “Office Building Owners”), wherein CIM Management will act as a property manager and property co-manager, as applicable, in overseeing the property’s day to day
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
operations and as project manager in overseeing the development and construction of property improvements in accordance with the Property Management and Services Agreement (the “Management and Development Services”). In consideration for the Management and Development Services, CIM Management will receive a property management fee from the Office Building Owners equal to 1.5 % of the operating receipts, as defined in the Property Management and Services Agreement, received by the Office Building Owners from operating the property, subject to the conditions set forth in the Property Management and Services Agreement. Additionally in consideration for the Management and Development Services, CIM Management will receive a development management fee from the Building Owners equal to 4 % of the aggregate gross project costs expended during the term of the Development Management Agreement, subject to the conditions set forth in the Development Management Agreement. Additionally, CIM Management is reimbursed by the Office Building Owners for expenses incurred in connection with the Management and Development Services, including services provided that are incidental to but not part of the Management and Development Services. The Property Management and Services Agreement shall remain in effect until the Office Building Owners sell all or substantially all of the property, and is terminable by either party with fifteen days prior notice to the other party, with or without cause.
Investments with Affiliates of the Manager
In September 2021, the Company co-invested $ 68.4 million in preferred units and $ 138.8 million in a first mortgage loan to a third-party for the purchase of a multi-family, office and retail building in Fort Lauderdale, Florida with CIM Real Assets & Credit Fund, a fund that is advised by affiliates of CMFT Management (“CIM RACR”). The Company redeemed its investment in the preferred units during the year ended December 31, 2022 in exchange for an investment in a first mortgage loan. As of December 31, 2025, $ 199.9 million of the first mortgage loan was outstanding. Subsequent to December 31, 2025, the first mortgage loan, which was in maturity default as of December 31, 2025, was repaid in full.
In October 2021, the Company invested in a $ 130.0 million first mortgage loan, with an initial advance of $ 119.0 million, to a third-party, the proceeds of which were used to finance the acquisition of a property from a fund that is advised by an affiliate of CMFT Management. As of December 31, 2025, $ 98.0 million of the first mortgage loan was outstanding.
In November 2021, the Company entered into the Unconsolidated Joint Venture (the “MT-FT JV”) with CMMT Holdings, LLC, a fund th at is advised by an affiliate of CMFT Management, for the purposes of investing in the NewPoint JV. As of December 31, 2025, the Company owned approximately 50 % of the equity interests of the MT-FT JV and has committed to fund capital to the MT-FT JV up to $ 212.5 million, of which $ 152.2 million has been funded, net of $ 112.6 million returned to the Company that can be called back by NewPoint JV through NP JV Holdings as a capital call on a future date. For more information on the NewPoint JV, see Note 2 — Summary of Significant Accounting Policies and Note 6 — Investment in Unconsolidated Entities.
In December 2021, the Company invested in a $ 155.0 million first mortgage loan, with an initial advance of $ 154.0 million, to a third-party, the proceeds of which were used to finance the acquisition of a property from a fund that is advised by an affiliate of CMFT Management. As of December 31, 2025, the first mortgage loan is held by the Company’s consolidated subsidiary, CLR, and $ 155.0 million of the first mortgage loan was outstanding.
In April 2022, the Company invested in a $ 147.0 million first mortgage loan, with an initial advance of $ 143.0 million, to a third-party, which was previously funded by a fund that is advised by an affiliate of CMFT Management. During the year ended December 31, 2025, the Company sold the first mortgage loan to its consolidated subsidiary, CLR, for $ 120.0 million. As of December 31, 2025, $ 120.4 million of the first mortgage loan was outstanding.
During the year ended December 31, 2023 , the Company and CIM RACR co- invested $ 105.8 million and $ 16.4 million, respectively, in nine corporate senior loans to a third party. During the year ended December 31, 2024, the Company and CIM RACR had no new co-invest activity and as of December 31, 2024, $ 145.5 million of the corporate senior loans was outstanding. During the year ended December 31, 2025, the Company and CIM RACR co-invested $ 13.0 million and $ 1.6 million, respectively, in three corporate senior loans to a third party. As of December 31, 2025, $ 152.9 million of the corporate senior loans was outstanding. The Sub-Advisor provided investment management services related to these corporate senior loans pursuant to the Sub-Advisory Agreement.
As further described in Note 2 — Summary of Significant Accounting Policies, in August 2024, CMFT Corporate Credit Securities, LLC, an indirect wholly-owned, bankruptcy-remote subsidiary of the Company, entered into a master participation agreement (the “Master Participation Agreement”) with OFSI BSL XIV CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands to sell a portion of the Company’s portfolio of liquid corporate senior loans. The collateral manager for OFSI BSL XIV CLO, Ltd. is OFS CLO Management II, LLC, an affiliate of the Sub-Advisor. During the year ended December 31, 2024, the sale of 185 liquid corporate senior loans closed pursuant to the Master
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Participation Agreement, with an aggregate principal balance of $ 265.4 million, resulting in net proceeds of $ 259.7 million after closing costs and a loss of $ 2.9 million. The liquid corporate senior loans served as the initial positions for the formation of a CLO, in which the Company subsequently invested $ 27.6 million in a CLO subordinated note.
NOTE 14 — ECONOMIC DEPENDENCY
Under various agreements, the Company has engaged and may in the future engage CMFT Management or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and stockholder relations. As a result of these relationships, the Company is dependent upon CMFT Management or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.
NOTE 15 — STOCKHOLDERS’ EQUITY
As of December 31, 2025, 2024 and 2023, the Company was authorized to issue $ 600.0 million of shares of common stock under the Secondary DRIP Offering. All shares of such stock have a par value of $ 0.01 per share. The par value of stockholder proceeds raised from the DRIP Offerings is classified as common stock, with the remainder allocated to capital in excess of par value.
Distribution Reinvestment Plan
Pursuant to the DRIP, the Company allows stockholders to elect to have their distributions reinvested in additional shares of the Company’s common stock at the most recent estimated per share NAV as determined by the Board. The Board may terminate or amend the Secondary DRIP Offering at the Company’s discretion at any time upon ten days ’ prior written notice to the stockholders. During the years ended December 31, 2025, 2024 and 2023, approximately 5.7 million, 7.0 million and 6.5 million shares were purchased under the DRIP Offerings for approximately $ 31.2 million, $ 42.6 million and $ 42.9 million, respectively, which were recorded as redeemable common stock on the consolidated balance sheets.
Share Redemption Program
The Company’s share redemption program permits its stockholders to sell their shares back to the Company after they have held them for at least one year , subject to the significant conditions and limitations described below.
The share redemption program provides that the Company will redeem shares of its common stock from requesting stockholders, subject to the terms and conditions of the share redemption program. The Company will limit the number of shares redeemed pursuant to the share redemption program as follows: (1) the Company will not redeem in excess of 5 % of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemptions are being paid; and (2) funding for the redemption of shares will be limited, among other things, to the net proceeds the Company receives from the sale of shares under the DRIP Offering, net of shares redeemed to date. In an effort to accommodate redemption requests throughout the calendar year, the Company intends to limit quarterly redemptions to approximately 1.25 % of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter for which the redemptions are being paid, and to the net proceeds the Company receives from the sale of shares in the respective quarter under the Secondary DRIP Offering. Any of the foregoing limits might prevent the Company from accommodating all redemption requests made in any fiscal quarter or in any 12-month period. The Company will determine whether it has sufficient funds and/or shares available as soon as practicable after the end of each fiscal quarter, but in any event prior to the applicable payment date.
Upon receipt of a request for redemption, the Company may conduct a Uniform Commercial Code search to ensure that no liens are held against the shares. If the Company cannot purchase all shares presented for redemption in any fiscal quarter, based upon insufficient cash available from the sale of shares under the DRIP and/or the limit on the number of shares the Company may redeem during any quarter or year, the Company will give priority to the redemption of deceased stockholders’ shares and stockholders with exigent circumstances, as determined in the Company’s sole discretion and accompanied by such evidentiary documentation as the Company may request. While the shares of deceased stockholders and stockholders determined to have exigent circumstances will be included in calculating the maximum number of shares that may be redeemed in any annual or quarterly period, they will not be subject to the annual or quarterly percentage caps; therefore, if the volume of requests to redeem deceased stockholders’ shares in a particular quarter were large enough to cause the annual or quarterly percentage caps to be exceeded, even if no other redemption requests were processed, the redemptions of deceased stockholders’ shares would be completed in full, assuming sufficient proceeds from the sale of shares under the DRIP, net of shares redeemed to date, were available. If sufficient proceeds from the sale of shares under the DRIP, net of shares redeemed
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to date, were not available to pay all such redemptions in full, the requests to redeem deceased stockholders’ shares and shareholders deemed to have exigent circumstances would be honored on a pro rata basis. The Company next will give priority to requests for full redemption of accounts with a balance of 250 shares or less at the time the Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining quarterly redemption requests on a pro rata basis. Following such quarterly redemption period, if a stockholder would like to resubmit the unsatisfied portion of the prior request for redemption, such stockholder must submit a new request for redemption of such shares prior to the last day of the new quarter. Unfulfilled requests for redemption will not be carried over automatically to subsequent redemption periods. In addition, the Company reserves the right, in its sole discretion at any time, and from time to time, to reject any request for redemption for any reason.
The Company redeems shares no later than the end of the month following the end of each fiscal quarter. Requests for redemption must be received on or prior to the end of the fiscal quarter in order for the Company to repurchase the shares in the month following the end of that fiscal quarter. The Board may choose to amend the terms of, suspend or terminate the share redemption program at any time in its sole discretion if it believes that such action is in the best interest of the Company and its stockholders. Any material modifications or suspension of the share redemption program will be disclosed to the Company’s stockholders as promptly as practicable in the Company’s reports filed with the SEC and via the Company’s website. During the years ended December 31, 2025, 2024 and 2023, the Company redeemed approximately 6.8 million, 7.3 million and 6.8 million shares, respectively, under the share redemption program for $ 37.1 million, $ 45.0 million and $ 44.4 million, respectively. During the year ended December 31, 2025, redemption requests relating to approximately 173.0 million shares went unfulfilled.
Distributions Payable and Distribution Policy
The Board authorized the following monthly distribution amounts per share, payable to stockholders as of the record date for the applicable month, for the periods indicated below:
Period Commencing
Period Ending
Monthly Distribution Amount
January 2023
September 2023
$ 0.0350
October 2023
December 2023
$ 0.0367
January 2024
December 2024
$ 0.0375
January 2025
June 2026
$ 0.0283
As of December 31, 2025, the Company had distributions payable of $ 14.5 million.
Equity-Based Compensation
On April 27, 2022, the Board and the compensation committee of the Board approved the Amended and Restated CIM Real Estate Finance Trust, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Plan was approved by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on July 12, 2022. Awards that are granted on or after the effective date of the 2022 Plan are subject to the terms and provisions of the 2022 Plan. The total number of shares of Company common stock reserved and available for issuance under the 2022 Plan at any time during the term of the 2022 Plan is 250,000 shares, and awards of approximately 4,000 shares of common stock are available for future grant at December 31, 2025. Under the 2022 Plan, the Board or the compensation committee of the Board has the authority to grant certain awards to employees, non-employee directors, and consultants or advisors of the Company, including stock option awards, restricted stock awards or deferred stock awards, which awards will further align such persons’ interests with the interests of the Company’s stockholders. The Board or the compensation committee of the Board also has the authority to determine the terms of any award granted pursuant to the 2022 Plan, including vesting schedules, restrictions and acceleration of any restrictions. The 2022 Plan may be amended or terminated by the Board or the compensation committee of the Board at any time, subject to the right of the Company’s stockholders to approve certain amendments.
On January 9, 2024, the compensation committee of the Board approved and adopted the CIM Real Estate Finance Trust, Inc. 2024 Manager Equity Incentive Plan (the “Manager Plan”) and the Manager Plan was approved by the Company’s stockholders at the Company’s 2024 Annual Meeting of Stockholders held on July 11, 2024. The Manager Plan provides for the grant of non-qualified stock options, restricted stock awards, restricted stock unit awards, and stock appreciation right awards, and dividend equivalents, to eligible named executive officers (as defined in Item 402 of Regulation S-K) of the Company or to CMFT Management, which in turn will transfer such incentives to employees, advisors, or consultants of CMFT Management and its affiliates who provide services to CMFT Management or its affiliates in support of the Company and its subsidiaries. The maximum number of shares of common stock of the Company that may be subject to awards granted under the Manager
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Plan is 12,000,000 shares. As of December 31, 2025, there were approximately 6.4 million shares remaining that may be subject to awards granted under the Manager Plan. The Manager Plan will expire on January 9, 2034, unless terminated earlier by the Board or the compensation committee.
The following tables summarize the (i) non-vested shares of restricted stock and restricted stock units and (ii) vesting schedule of shares of restricted stock and restricted stock units for the Company’s directors, officers and employees of the Manager as of December 31, 2025 (dollar amounts in thousands):
Restricted Stock Grants (2022 Plan)
Restricted Stock Units (Manager Plan) (1)
Grant Date Fair Value (2)
Outstanding as of December 31, 2022
66,667
—
Granted
73,059
—
$
480
Vested
( 66,667 )
—
N/A
Forfeited
—
—
N/A
Outstanding as of December 31, 2023
73,059
—
Granted
39,409
3,370,474
$
20,766
Vested
( 73,059 )
( 759,113 )
N/A
Forfeited
—
—
N/A
Outstanding as of December 31, 2024
39,409
2,611,361
Granted
67,323
2,186,565
$
11,765
Vested
( 49,261 )
( 1,123,491 )
N/A
Forfeited
—
—
N/A
Outstanding as of December 31, 2025
57,471
3,674,435
____________________________________
(1) Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock, payable 50 % in the Company’s common stock and 50 % in the cash value thereof.
(2) The fair value of the Company’s share awards is determined using the Company’s per share NAV on the date of grant.
Compensation expense related to the restricted shares and restricted stock units are recognized over the vesting period. The Company recorded compensation expense of $ 8.8 million and $ 6.3 million for the years ended December 31, 2025 and 2024, respectively, related to the restricted shares and restricted stock units, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025, there was $ 15.7 million of total unrecognized compensation expense related to these restricted shares and restricted stock units, which will be recognized ratably over the remaining respective periods of service.
Below is a summary of restricted stock and restricted stock units vesting dates as of December 31, 2025:
Restricted Stock Grants (2022 Plan)
Restricted Stock Units (Manager Plan)
Vesting Year
2026
57,471
1,852,347
2027
—
1,093,234
2028
—
728,854
Total
57,471
3,674,435
NOTE 16 — INCOME TAXES
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares.
F-51
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table shows the character of the distributions the Company paid on a percentage basis for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
Character of Distributions:
2025
2024
2023
Ordinary dividends
82
%
99
%
97
%
Nondividend distributions
17
%
—
%
3
%
Capital gain distributions
1
%
1
%
—
%
Total
100
%
100
%
100
%
During the year ended December 31, 2025, the Company had a net state and local income and franchise tax benefit of $ 47,000 as a result of a reduction to the prior year taxes payable and a reduction in activity in states that impose franchise or capital-based taxes. During the years ended December 31, 2024 and 2023, the Company incurred state and local income and franchise taxes of $ 1.2 million and $ 1.1 million, respectively, which were recorded in general and administrative expenses in the consolidated statements of operations. Additionally, during the year ended December 31, 2024, the Company recognized income tax expense of $ 750,000 on undistributed capital gains which was recorded in general and administrative expenses in the consolidated statements of operations.
The Company had no unrecognized tax benefits as of or during the years ended December 31, 2025 and 2024. Any interest and penalties related to unrecognized tax benefits would be recognized within the provision for income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, as well as various state jurisdictions, and is subject to routine examinations by the respective tax authorities.
NOTE 17 — LEASES
The Company’s real estate assets are leased to tenants under operating leases for which the terms, expirations and extension options vary. The Company’s operating leases do not convey to the lessee the right to purchase the underlying asset upon expiration of the lease period. To determine whether a contract contains a lease, the Company reviews contracts to determine if the agreement conveys the right to control the use of an asset. The Company accounts for lease and non-lease components as a single, combined operating lease component. Non-lease components primarily consist of maintenance services, including CAM, real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. Non-lease components are considered to be variable rental and other property income and are recognized in the period incurred.
As of December 31, 2025, the Company’s leases had a weighted-average remaining term of 10.1 years. Certain leases include provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of December 31, 2025, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows (in thousands):
Year Ending December 31,
Future Minimum Rental Income
2026
$
94,770
2027
94,977
2028
92,128
2029
90,833
2030
87,920
Thereafter
589,176
Total
$
1,049,804
A certain amount of the Company’s rental and other property income is from tenants with leases which are subject to contingent rent provisions. These contingent rents are subject to the tenant achieving periodic revenues in excess of specified levels. For the years ended December 31, 2025, 2024 and 2023, the amount of the contingent rent earned by the Company was not significant.
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Rental and other property income during the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):
Year Ended December 31,
2025
2024
2023
Fixed rental and other property income (1)
$
101,657
$
87,796
$
106,755
Variable rental and other property income (2)
10,026
6,116
8,624
Total rental and other property income
$
111,683
$
93,912
$
115,379
__________________________________
(1) Consists primarily of fixed contractual payments from operating leases with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above- and below-market leases, and is net of uncollectible lease-related receivables.
(2) Consists primarily of tenant reimbursements for recoverable real estate taxes and property operating expenses, and percentage rent.
The Company has one property subject to a non-cancelable operating ground lease with a remaining term of 7.7 years, with a lease liability (in deferred rental income and other liabilities ) and a related right-of-use (“ROU”) asset (in prepaid expenses and other assets ) of $ 1.6 million in the consolidated balance sheets. The lease liability and ROU asset were initially measured at the present value of the future minimum lease payments using a discount rate of 4.3 %. This reflects the Company’s incremental borrowing rate, which was calculated based on the interest rate the Company would incur to borrow on a fully collateralized basis over a term similar to the lease.
The Company recognized $ 250,000 of ground lease expense during the year ended December 31, 2025, of which $ 242,000 was paid in cash during the period it was recognized. As of December 31, 2025, the Company’s scheduled future minimum rental payments related to its operating ground lease is approximately $ 250,000 annually for 2026 through 2030, and $ 667,000 thereafter through the maturity date of the lease in August 2033.
NOTE 18 — SEGMENT REPORTING
As of December 31, 2025, the Company determined that it has two reportable segments: Credit and Real Estate. Corporate/other represents all corporate level and unallocated items and includes the Company’s other asset management activities and expenses.
The Company’s chief operating decision maker (“CODM”) is the Company’s executive management team, which includes the Chief Executive Officer and Chief Financial Officer.
The CODM evaluates performance and allocates resources based on segment net income (loss). All expense categories on the statement of operations are significant and there are no other significant segment expenses that would require disclosure. The CODM uses net income (loss) to make key operating decisions, such as identifying attractive investment opportunities, evaluating underwriting standards, determining the appropriate level of leverage to enhance returns on equity and deciding on the sources of financing.
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Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables present segment reporting for the years ended December 31, 2025, 2024 and 2023 (in thousands):
Year Ended December 31, 2025
Real Estate
Credit
Corporate/Other (1)
Company Total
Revenues:
Rental and other property income
$
111,615
$
—
$
68
$
111,683
Interest income
—
304,321
—
304,321
Total revenues
111,615
304,321
68
416,004
Expenses:
General and administrative
255
2,441
23,298
25,994
Interest expense, net
23,274
151,008
—
174,282
Property operating
8,437
—
4,196
12,633
Real estate tax
4,238
—
590
4,828
Expense reimbursements to related parties
—
—
13,105
13,105
Management fees
9,348
37,440
—
46,788
Transaction-related
169
—
89
258
Depreciation and amortization
36,402
—
—
36,402
Real estate impairment
9,860
—
—
9,860
Increase in provision for credit losses
—
70,807
—
70,807
Total expenses
91,983
261,696
41,278
394,957
Other income (expense)
Gain on disposition of real estate and condominium developments, net
1,540
—
6,643
8,183
Gain on investment in unconsolidated entities
—
9,140
—
9,140
Unrealized gain on equity security
—
5,719
—
5,719
Other income, net
177
3,875
4,508
8,560
Loss on extinguishment of debt
—
( 274 )
—
( 274 )
Total other income
1,717
18,460
11,151
31,328
Segment net income (loss)
21,349
61,085
( 30,059 )
52,375
Segment net income attributable to non-controlling interest
—
19
—
19
Segment net income (loss) attributable to the Company
$
21,349
$
61,066
$
( 30,059 )
$
52,356
Total assets as of December 31, 2025
$
1,046,585
$
3,939,655
$
108,857
$
5,095,097
__________________________________
(1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021.
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Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Year Ended December 31, 2024
Real Estate
Credit
Corporate/Other (1)
Company Total
Revenues:
Rental and other property income
$
93,525
$
—
$
387
$
93,912
Interest income
—
389,988
—
389,988
Total revenues
93,525
389,988
387
483,900
Expenses:
General and administrative
399
3,327
21,793
25,519
Interest expense, net
23,248
216,218
—
239,466
Property operating
3,639
—
6,267
9,906
Real estate tax
3,051
—
1,127
4,178
Expense reimbursements to related parties
—
—
13,501
13,501
Management fees
8,218
41,454
—
49,672
Transaction-related
—
23
48
71
Depreciation and amortization
31,981
—
—
31,981
Real estate impairment
52,243
—
9,066
61,309
Increase in provision for credit losses
—
342,815
—
342,815
Total expenses
122,779
603,837
51,802
778,418
Other income (expense):
Gain on disposition of real estate and condominium developments, net
1,855
—
4,750
6,605
Gain on investment in unconsolidated entities
—
13,599
—
13,599
Unrealized gain on equity security
—
( 15,888 )
—
( 15,888 )
Other income (expense), net
413
( 6,795 )
5,244
( 1,138 )
Loss on extinguishment of debt
—
( 950 )
—
( 950 )
Total other income (expense)
2,268
( 10,034 )
9,994
2,228
Segment net loss
( 26,986 )
( 223,883 )
( 41,421 )
( 292,290 )
Segment net income attributable to non-controlling interest
—
11
—
11
Segment net loss attributable to the Company
$
( 26,986 )
$
( 223,894 )
$
( 41,421 )
$
( 292,301 )
Total assets as of December 31, 2024
$
1,021,918
$
3,983,392
$
192,439
$
5,197,749
__________________________________
(1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021 .
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Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Year Ended December 31, 2023
Real Estate
Credit
Corporate/Other (1)
Company Total
Revenues:
Rental and other property income
$
115,056
$
—
$
323
$
115,379
Interest income
—
453,480
—
453,480
Total revenues
115,056
453,480
323
568,859
Expenses:
General and administrative
709
3,952
12,911
17,572
Interest expense, net
22,884
233,615
4,269
260,768
Property operating
5,203
—
8,147
13,350
Real estate tax
3,430
—
1,408
4,838
Expense reimbursements to related parties
—
—
13,285
13,285
Management fees
10,702
40,273
—
50,975
Transaction-related
10
212
3,431
3,653
Depreciation and amortization
42,532
—
—
42,532
Real estate impairment
20,404
—
14,675
35,079
Increase in provision for credit losses
—
134,289
—
134,289
Total expenses
105,874
412,341
58,126
576,341
Other income (expense):
Gain on disposition of real estate and condominium developments, net
49,731
—
3,610
53,341
Gain on investment in unconsolidated entities
—
11,723
—
11,723
Unrealized gain on equity security
—
4,751
—
4,751
Other (expense) income, net
( 4,380 )
( 31,984 )
9,905
( 26,459 )
Loss on extinguishment of debt
( 1,192 )
( 2,164 )
( 4,432 )
( 7,788 )
Total other income (expense)
44,159
( 17,674 )
9,083
35,568
Segment net income (loss)
53,341
23,465
( 48,720 )
28,086
Segment net income attributable to non-controlling interest
8
—
—
8
Segment net income (loss) attributable to the Company
$
53,333
$
23,465
$
( 48,720 )
$
28,078
Total assets as of December 31, 2023
$
1,156,761
$
5,091,365
$
198,350
$
6,446,476
__________________________________
(1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021.
NOTE 19 — SUBSEQUENT EVENTS
In addition to subsequent events previously disclosed, the following events also occurred subsequent to December 31, 2025.
Redemptions of Shares of Common Stock
Subsequent to December 31, 2025, the Company redeemed approximately 1.5 million shares for $ 7.9 million (at an average redemption price of $ 5.22 per share). The remaining redemption requests received during the three months ended December 31, 2025 totaling approximately 44.2 million shares went unfulfilled.
Estimated Per Share NAV
On March 19, 2026, the Board established an updated estimated per share NAV of the Company’s common stock as of December 31, 2025, of $ 5.14 per share. Commencing on March 27, 2026, distributions will be reinvested in shares of the Company’s common stock under the DRIP at a price of $ 5.14 per share and $ 5.14 serves as the most recent estimated per share NAV for purposes of the share redemption program.
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Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Investment and Disposition Activity
Subsequent to December 31, 2025, the Company’s investment and disposition activity included the following:
• Disposed of one property for a gross sales price of $ 13.2 million, resulting in net proceeds of $ 12.0 million after closing costs and a gain of approximately $ 3.8 million.
• Settled $ 37.4 million on purchases of four corporate senior loans.
• Originated one first mortgage loan with a principal balance of $ 56.0 million, funded an aggregate amount of $ 10.5 million to six of the Company’s first mortgage loans, and received full payoffs of $ 443.6 million on five of the Company’s first mortgage loans.
Financing Activity
Subsequent to December 31, 2025, the Company’s financing activity included the following:
• Repaid $ 86.9 million of borrowings under the repurchase facilities with Citibank and J.P. Morgan, both of which are held through CLR. In addition, repaid $ 167.0 million of borrowings under the repurchase facility with Wells Fargo and $ 126.5 million of borrowings under the note on note financing arrangement with Mass Mutual.
• Borrowed $ 8.5 million under the repurchase facilities with Barclays and J.P. Morgan, both of which are held through CLR.
• Borrowed $ 25.0 million under the Loan Facility with Ally Bank.
• Entered into an amendment (the “Second Amendment”) to the Loan and Security Agreement with the Lenders, Ally Bank and the Collateral Custodian to, among other things, extend the scheduled revolving period end date from February 10, 2026 to February 6, 2029 and extend the termination date to be the earlier of (i) the date that is two years after the revolving period end date or (ii) the date of the declaration of the termination date or the date of the automatic occurrence of the termination date upon the occurrence and continuation of an event of default. Additionally, the Second Amendment amends the interest rate under the Loan and Security Agreement from SOFR for the relevant interest period plus an applicable rate of 2.875 % (and an additional 2.00 % per annum following an event of default) to an interest rate of SOFR plus an applicable rate of 2.10 % per annum (and an additional 2.00 % per annum following an event of default).
• Entered into an amendment to the Master Repurchase and Securities Contract with Wells Fargo, to amend and restate the fee letter, that was entered into in connection with the Master Repurchase and Securities Contract, to reduce the maximum facility amount of the repurchase facility from approximately $ 512.0 million to approximately $ 277.5 million. Additionally, the Company and a subsidiary of CLR (“CLR Seller”), amended and restated the fee letter that was entered into in connection with the Master Repurchase and Securities Contract by and between CLR Seller and Wells Fargo to, among other things, increase the maximum facility amount of the repurchase facility from $ 250.0 million to $ 500.0 million.
F-57
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
(in thousands)
Initial Costs to Company
Gross Amount at
Which Carried
Buildings, Fixtures and
Total Adjustment
At December 31, 2025
Accumulated Depreciation
Date
Date
Description (a)
Encumbrances
Land
Improvements
to Basis (b)
(c) (d) (e)
(e) (f) (g)
Acquired
Constructed
Real Estate Held for Investment the Company has Invested in:
AAA Office Park:
Hamilton, NJ
$
—
$
5,427
$
22,970
$
( 16,278 )
$
12,119
$
537
12/16/2021
2016
Actuant Campus:
Columbus, WI
12,975
2,090
14,633
—
16,723
2,260
12/21/2020
2014
AKRS Equipment:
David City, NE
11,331
682
12,849
—
13,531
482
9/10/2024
2023
AK Steel:
West Chester, OH
—
1,421
21,044
( 8,608 )
13,857
309
12/16/2021
2007
Apex Technologies:
Mason, OH
—
1,288
11,127
—
12,415
1,348
12/16/2021
2013
Bass Pro Shop:
Tallahassee, FL
6,637
945
5,713
119
6,777
1,988
8/20/2013
2013
BJ’s Wholesale Club:
Fort Myers, FL
19,794
5,331
21,692
—
27,023
2,969
12/21/2020
2018
Roanoke, VA
15,496
4,509
14,545
—
19,054
1,999
11/25/2020
2018
Bob Evans:
Defiance, OH
2,573
501
2,781
—
3,282
333
12/16/2021
2011
Dover, OH
2,529
552
1,930
—
2,482
219
12/16/2021
2013
Dundee, MI
1,842
526
1,298
—
1,824
158
12/16/2021
2011
Gallipolis, OH
2,705
529
2,963
—
3,492
399
12/21/2020
2003
Hagerstown, MD
2,536
490
2,789
—
3,279
393
12/21/2020
1989
Hamilton, OH
1,930
446
2,359
—
2,805
257
12/16/2021
2014
Hummelstown, PA
2,259
1,029
2,283
—
3,312
255
12/16/2021
2013
Mansfield, OH
2,259
495
2,423
—
2,918
351
12/21/2020
2004
Mayfield Heights, OH
1,842
847
1,278
—
2,125
150
12/16/2021
2003
Monroe, MI
2,193
623
2,177
—
2,800
319
12/21/2020
1998
Northwood, OH
2,529
514
2,760
—
3,274
383
12/21/2020
1998
Peoria, IL
892
620
524
—
1,144
106
12/21/2020
1995
Piqua, OH
2,017
413
2,187
—
2,600
309
12/21/2020
1989
Burger King:
Yukon, OK
1,206
500
1,141
—
1,641
177
12/21/2020
1989
Cabela’s:
Acworth, GA
21,644
4,979
18,775
—
23,754
4,266
9/25/2017
2014
Avon, OH
12,346
2,755
10,751
—
13,506
2,483
9/25/2017
2016
La Vista, NE
20,986
3,260
16,923
—
20,183
3,699
9/25/2017
2006
Sun Prairie, WI
15,884
3,373
14,058
—
17,431
3,370
9/25/2017
2015
Caliber Collision Center:
Fredericksburg, VA
3,618
1,807
2,292
—
4,099
380
7/22/2020
2019
Lake Jackson, TX
2,887
800
2,974
—
3,774
493
12/21/2020
2006
Richmond, VA
4,225
1,453
3,323
—
4,776
574
7/30/2020
2020
San Antonio, TX
3,929
691
4,458
—
5,149
680
12/21/2020
2019
Williamsburg, VA
3,699
1,418
2,800
—
4,218
464
6/12/2020
2020
Camping World:
Fort Myers, FL
11,162
3,226
11,832
224
15,282
1,971
12/21/2020
1987
Chick-Fil-A:
Dickson City, PA
1,952
1,113
7,946
( 7,817 )
1,242
358
6/30/2014
2013
Costco:
Tallahassee, FL
8,004
9,497
—
—
9,497
—
12/11/2012
2006
CVS:
Arnold, MO
3,962
2,043
2,367
—
4,410
733
12/13/2013
2013
Asheville, NC
1,871
1,108
1,084
—
2,192
391
4/26/2012
1998
S-1
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)
(in thousands)
Initial Costs to Company
Gross Amount at
Which Carried
Buildings, Fixtures and
Total Adjustment
At December 31, 2025
Accumulated Depreciation
Date
Date
Description (a)
Encumbrances
Land
Improvements
to Basis (b)
(c) (d) (e)
(e) (f) (g)
Acquired
Constructed
Austin, TX
$
4,320
$
1,076
$
3,475
$
—
$
4,551
$
1,070
12/13/2013
2013
Bloomington, IN
4,408
1,620
2,957
—
4,577
916
12/13/2013
2012
Blue Springs, MO
2,924
395
2,722
—
3,117
843
12/13/2013
2013
Bridgeton, MO
3,962
2,056
2,362
—
4,418
732
12/13/2013
2013
Charleston, SC
1,689
869
1,009
—
1,878
365
4/26/2012
1998
Chesapeake, VA
3,231
1,044
3,053
—
4,097
965
12/13/2013
2013
Cicero, IN
3,436
487
3,099
—
3,586
959
12/13/2013
2013
Eminence, KY
3,465
872
2,511
—
3,383
768
12/13/2013
2013
Goose Creek, SC
2,822
1,022
1,980
—
3,002
607
12/13/2013
2013
Greenwood, IN
4,203
912
3,549
61
4,522
1,126
7/11/2013
1999
Hazlet, NJ
5,928
3,047
3,610
—
6,657
1,112
12/13/2013
2013
Hillcrest Heights, MD
3,830
1,817
2,989
71
4,877
939
9/30/2013
2001
Honesdale, PA
4,093
1,206
3,342
—
4,548
1,061
12/13/2013
2013
Independence, MO
2,419
359
2,242
—
2,601
696
12/13/2013
2013
Indianapolis, IN
3,355
1,110
2,484
—
3,594
769
12/13/2013
2013
Irving, TX
3,574
745
3,034
—
3,779
1,030
10/5/2012
2000
Janesville, WI
3,041
736
2,545
—
3,281
787
12/13/2013
2013
Katy, TX
3,121
1,149
2,462
—
3,611
746
12/13/2013
2013
London, KY
4,130
1,445
2,661
—
4,106
842
9/10/2013
2013
North Wilkesboro, NC
2,295
332
2,369
73
2,774
743
10/25/2013
1999
Poplar Bluff, MO
3,691
1,861
2,211
—
4,072
688
12/13/2013
2013
Salem, NH
5,204
3,456
2,351
—
5,807
717
11/18/2013
2013
San Antonio, TX
3,289
1,893
1,848
—
3,741
579
12/13/2013
2013
Sand Springs, OK
3,552
1,765
2,283
—
4,048
712
12/13/2013
2013
Santa Fe, NM
6,206
2,243
4,619
—
6,862
1,407
12/13/2013
2013
Sedalia, MO
2,580
466
2,318
—
2,784
720
12/13/2013
2013
St. John, MO
—
1,546
2,601
—
4,147
805
12/13/2013
2013
Vineland, NJ
3,531
813
2,926
—
3,739
934
12/13/2013
2010
Waynesboro, VA
3,253
986
2,708
—
3,694
838
12/13/2013
2013
West Monroe, LA
3,399
1,738
2,136
—
3,874
666
12/13/2013
2013
Wisconsin Rapids, WI
2,193
707
3,262
—
3,969
352
12/16/2021
2013
Dave & Buster's
Rosemont, IL
20,687
2,441
15,859
—
18,300
562
9/30/2024
2014
Dollar General:
Parchment, MI
—
168
1,162
—
1,330
341
6/25/2014
2014
Andalusia, AL
—
386
1,805
—
2,191
26
7/18/2025
2025
Belk, AL
—
217
1,741
—
1,958
24
7/18/2025
2025
Florence, AL
—
244
1,796
—
2,040
28
7/18/2025
2024
Fosters, AL
—
244
1,902
—
2,146
27
7/18/2025
2024
Gainestown, AL
—
232
1,849
—
2,081
28
7/18/2025
2025
Hayesville, NC
—
203
2,105
—
2,308
31
7/23/2025
2025
Leighton, AL
—
194
1,802
—
1,996
28
7/18/2025
2024
Locust Fork, AL
—
213
1,745
—
1,958
25
7/18/2025
2025
Ozark, AL
—
241
1,795
—
2,036
26
7/18/2025
2025
Warne, NC
—
289
1,777
—
2,066
27
7/23/2025
2025
Alder Creek, NY
—
295
2,027
—
2,322
25
8/28/2025
2025
Moulton, AL
—
219
1,775
—
1,994
21
8/28/2025
2025
Odenville, AL
—
237
2,091
—
2,328
26
8/28/2025
2025
Valley, AL
—
237
1,873
—
2,110
23
8/28/2025
2025
Cochecton, NY
—
371
2,116
—
2,487
15
10/24/2025
2025
S-2
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)
(in thousands)
Initial Costs to Company
Gross Amount at
Which Carried
Buildings, Fixtures and
Total Adjustment
At December 31, 2025
Accumulated Depreciation
Date
Date
Description (a)
Encumbrances
Land
Improvements
to Basis (b)
(c) (d) (e)
(e) (f) (g)
Acquired
Constructed
Dynatect Manufacturing
Valparaiso, IN
$
—
$
837
$
6,359
$
—
$
7,196
$
8
12/23/2025
1998
New Berlin, WI
—
525
3,566
—
4,091
4
12/23/2025
1967
New Berlin, WI
—
1,068
11,930
—
12,998
14
12/23/2025
1972
Duluth Trading:
Denton, TX
—
1,662
2,918
—
4,580
455
12/21/2020
2017
Family Dollar:
Salina, UT
—
211
1,262
—
1,473
216
12/21/2020
2014
Highline
McLean, VA
—
18,944
24,940
4,504
48,388
2,644
1/9/2025
2000
Jewel-Osco:
Plainfield, IL
8,720
—
—
11,151
11,151
1,938
11/14/2018
2001
Spring Grove, IL
7,770
991
11,361
—
12,352
1,296
12/16/2021
2007
Wood Dale, IL
7,748
4,069
7,800
—
11,869
930
12/16/2021
2005
Kroger:
Shelton, WA
8,889
1,180
11,040
—
12,220
3,685
4/30/2014
1994
Kum & Go:
Conway, AR
3,180
510
2,577
—
3,087
755
6/13/2014
2014
Lowe’s:
Asheboro, NC
6,944
1,098
6,722
50
7,870
2,078
6/23/2014
1994
Cincinnati, OH
11,637
14,092
—
491
14,583
64
2/10/2014
2001
Covington, LA
9,035
10,233
—
—
10,233
—
8/20/2014
2002
Mansfield, OH
7,792
873
8,256
26
9,155
2,583
6/12/2014
1992
North Dartmouth, MA
14,232
6,774
17,384
—
24,158
2,120
12/16/2021
2004
Oxford, AL
10,657
1,668
7,622
369
9,659
2,923
6/28/2013
1999
Tuscaloosa, AL
7,777
4,908
4,786
109
9,803
1,624
10/29/2013
1993
Zanesville, OH
9,079
2,161
8,375
333
10,869
2,786
12/11/2013
1995
McAlister’s Deli:
Lawton, OK
2,102
805
1,057
—
1,862
341
5/1/2014
2013
Mister Car Wash:
Athens, AL
2,507
384
1,150
—
1,534
276
9/12/2017
2008
Decatur, AL
1,228
257
559
—
816
145
9/12/2017
2005
Decatur, AL
2,792
486
1,253
—
1,739
343
9/12/2017
2014
Decatur, AL
1,433
359
1,152
—
1,511
312
9/12/2017
2007
Hartselle, AL
1,031
360
569
—
929
151
9/12/2017
2007
Madison, AL
3,823
562
1,139
—
1,701
317
9/12/2017
2012
National Tire & Battery:
Cypress, TX
2,792
910
2,224
—
3,134
646
9/1/2015
2005
Montgomery, IL
3,012
516
2,494
—
3,010
842
1/15/2013
2007
North Richland Hills, TX
2,668
513
2,579
—
3,092
739
9/1/2015
2005
Pasadena, TX
2,851
908
2,307
—
3,215
670
9/1/2015
2005
Natural Grocers:
Heber City, UT
4,517
1,286
3,727
—
5,013
558
12/21/2020
2017
Idaho Falls, ID
3,545
833
2,316
—
3,149
729
2/14/2014
2013
O’Reilly Automotive:
Bennettsville, SC
1,177
361
1,207
—
1,568
202
12/21/2020
2015
S-3
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)
(in thousands)
Initial Costs to Company
Gross Amount at
Which Carried
Buildings, Fixtures and
Total Adjustment
At December 31, 2025
Accumulated Depreciation
Date
Date
Description (a)
Encumbrances
Land
Improvements
to Basis (b)
(c) (d) (e)
(e) (f) (g)
Acquired
Constructed
Clayton, GA
$
1,294
$
501
$
945
$
—
$
1,446
$
244
1/29/2016
2015
Flowood, MS
1,338
505
1,288
—
1,793
210
12/21/2020
2014
Iron Mountain, MI
1,206
249
1,400
—
1,649
232
12/21/2020
2014
Popeyes:
Independence, MO
1,155
333
680
—
1,013
203
6/27/2014
2005
Raising Cane’s:
Avondale, AZ
3,209
1,774
2,381
—
4,155
270
12/16/2021
2013
Reno, NV
3,275
1,841
2,259
—
4,100
346
12/21/2020
2014
Safeway:
Juneau, AK
10,709
6,174
8,791
—
14,965
1,377
12/21/2020
2017
Siemens:
Milford, OH
—
4,137
23,153
( 16,238 )
11,052
672
12/21/2020
1991
Spinx:
Simpsonville, SC
1,784
591
969
—
1,560
316
1/24/2013
2012
Steinhafels:
Greenfield, WI
7,310
1,783
7,643
—
9,426
1,082
12/21/2020
1991
Madison, WI
11,008
3,227
8,531
—
11,758
1,007
12/16/2021
2017
Sunoco:
Palm City, FL
3,457
667
1,698
—
2,365
542
4/12/2013
2011
SuperValu:
Oglesby, IL
12,660
2,505
11,777
—
14,282
1,697
12/16/2021
1996
Take 5:
Andrews, TX
877
230
862
—
1,092
122
12/21/2020
1994
Bedford, TX
895
283
837
—
1,120
144
12/21/2020
2009
Burleson, TX
1,115
471
936
—
1,407
152
12/21/2020
1994
Burleson, TX
822
201
837
—
1,038
124
12/21/2020
2010
Burleson, TX
640
394
407
—
801
120
12/21/2020
2003
Cedar Hill, TX
786
250
705
—
955
109
12/21/2020
1985
Hereford, TX
822
50
995
—
1,045
137
12/21/2020
1993
Irving, TX
457
120
445
—
565
67
12/21/2020
1989
Irving, TX
822
210
818
—
1,028
120
12/21/2020
1987
Lubbock, TX
1,261
151
1,428
—
1,579
192
12/21/2020
2002
Midland, TX
1,663
192
1,861
—
2,053
250
12/21/2020
1995
Mineral Wells, TX
1,115
131
1,263
—
1,394
173
12/21/2020
2019
Teradata:
Miami Township, OH
—
1,615
5,250
( 2,574 )
4,291
186
12/16/2021
2010
TGI Friday's:
Wilmington, DE
—
1,685
969
51
2,705
304
6/27/2014
1991
Tire Kingdom:
Summerville, SC
2,156
1,208
1,233
—
2,441
346
9/1/2015
2005
Tractor Supply:
Ashland, VA
3,026
500
2,696
175
3,371
919
11/22/2013
2013
Blytheville, AR
2,558
780
2,660
175
3,615
517
12/21/2020
2002
Cambridge, MN
2,368
807
1,272
203
2,282
595
5/14/2012
2012
Carlyle, IL
2,339
707
2,386
175
3,268
504
12/21/2020
2015
S-4
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)
(in thousands)
Initial Costs to Company
Gross Amount at
Which Carried
Buildings, Fixtures and
Total Adjustment
At December 31, 2025
Accumulated Depreciation
Date
Date
Description (a)
Encumbrances
Land
Improvements
to Basis (b)
(c) (d) (e)
(e) (f) (g)
Acquired
Constructed
Fortuna, CA
$
4,473
$
568
$
3,819
$
175
$
4,562
$
1,242
6/27/2014
2014
Logan, WV
2,979
597
3,232
175
4,004
540
12/21/2020
2006
Lumberton, NC
2,748
611
2,007
175
2,793
776
5/24/2013
2013
Monticello, FL
2,602
448
1,916
175
2,539
742
6/20/2013
2013
Shelbyville, IL
2,324
586
2,576
175
3,337
491
12/21/2020
2017
South Hill, VA
2,851
630
2,179
175
2,984
791
6/24/2013
2011
Weaverville, NC
4,174
867
3,138
277
4,282
1,114
9/13/2013
2006
United Oil:
Bellflower, CA
1,915
1,246
788
—
2,034
224
9/30/2014
2001
Brea, CA
2,873
2,393
658
—
3,051
186
9/30/2014
1984
Carson, CA
5,343
2,354
4,821
—
7,175
719
12/21/2020
1958
El Cajon, CA
1,849
1,533
568
—
2,101
162
9/30/2014
2008
El Cajon, CA
1,645
1,225
368
—
1,593
104
9/30/2014
2000
Fallbrook, CA
3,531
1,266
3,458
—
4,724
466
12/21/2020
1958
Harbor City, CA
3,289
1,359
3,047
—
4,406
419
12/21/2020
2014
Hawthorne, CA
1,988
896
1,764
—
2,660
244
12/21/2020
2001
La Habra, CA
2,398
1,971
571
—
2,542
162
9/30/2014
2000
Lakewood, CA
3,655
2,499
2,400
—
4,899
362
12/21/2020
1973
Lawndale, CA
2,193
1,462
862
—
2,324
245
9/30/2014
2001
Long Beach, CA
2,741
1,088
2,582
—
3,670
362
12/21/2020
1990
Los Angeles, CA
3,216
1,927
1,484
—
3,411
421
9/30/2014
2007
Los Angeles, CA
2,741
2,182
701
—
2,883
199
9/30/2014
1964
Los Angeles, CA
3,764
2,435
2,614
—
5,049
365
12/21/2020
1982
Los Angeles, CA
4,108
2,016
3,486
—
5,502
470
12/21/2020
1965
Norco, CA
3,150
1,852
1,489
—
3,341
423
9/30/2014
1995
San Clemente, CA
4,174
2,036
3,561
—
5,597
491
12/21/2020
1973
San Diego, CA
2,259
1,362
1,662
—
3,024
243
12/21/2020
1959
San Diego, CA
3,560
1,547
3,218
—
4,765
440
12/21/2020
2011
San Diego, CA
4,861
2,409
4,105
—
6,514
591
12/21/2020
1976
San Diego, CA
2,602
1,877
883
—
2,760
250
9/30/2014
2006
Santa Ana, CA
2,536
1,629
1,766
—
3,395
258
12/21/2020
2000
Vista, CA
2,259
2,063
334
—
2,397
94
9/30/2014
1986
Vista, CA
2,193
2,028
418
—
2,446
119
9/30/2014
2010
Whittier, CA
2,463
1,629
985
—
2,614
280
9/30/2014
1997
Vacant:
Sanford, FL
—
1,031
1,807
( 1,860 )
978
111
10/23/2012
1999
Valeo North American HQ:
Troy, MI
—
1,880
9,813
—
11,693
1,800
12/16/2021
2007
Valeo Production Facility:
East Liberty, OH
—
357
4,989
46
5,392
675
12/16/2021
2016
Valvoline HQ:
Lexington, KY
—
5,558
41,234
( 21,873 )
24,919
1,377
12/16/2021
2016
Walgreens:
Austintown, OH
3,560
637
4,173
128
4,938
1,310
8/19/2013
2002
Dearborn Heights, MI
6,045
2,236
3,411
—
5,647
1,098
7/9/2013
2008
Fort Madison, IA
3,472
514
3,723
—
4,237
1,180
9/20/2013
2008
S-5
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)
(in thousands)
Initial Costs to Company
Gross Amount at
Which Carried
Buildings, Fixtures and
Total Adjustment
At December 31, 2025
Accumulated Depreciation
Date
Date
Description (a)
Encumbrances
Land
Improvements
to Basis (b)
(c) (d) (e)
(e) (f) (g)
Acquired
Constructed
Las Vegas, NV
$
3,852
$
2,325
$
3,262
$
70
$
5,657
$
1,035
9/26/2013
1999
Lawton, OK
2,759
860
2,539
106
3,505
837
7/3/2013
1998
Little Rock, AR
4,386
548
4,676
—
5,224
1,354
6/30/2014
2011
Lubbock, TX
3,527
565
3,257
103
3,925
1,117
10/11/2012
2000
Metropolis, IL
4,086
284
4,991
—
5,275
1,424
8/8/2014
2009
Sacramento, CA
3,224
324
2,669
—
2,993
809
6/30/2014
2008
San Antonio, TX
6,889
1,416
7,932
( 3,200 )
6,148
—
12/21/2020
2005
Suffolk, VA
4,020
1,261
3,461
—
4,722
1,275
5/14/2012
2007
Walmart:
Anderson, SC
9,517
2,424
9,719
—
12,143
2,472
11/5/2015
2015
Florence, SC
8,815
2,013
9,225
—
11,238
2,335
11/5/2015
2015
Tallahassee, FL
11,070
14,823
—
—
14,823
—
12/11/2012
2008
Weasler Engineering:
West Bend, WI
11,652
1,019
13,390
—
14,409
1,878
12/16/2021
2016
Wendy’s:
Grafton, VA
1,579
540
894
—
1,434
270
6/27/2014
1985
$
758,520
$
319,327
$
844,618
$
( 58,308 )
$
1,105,637
$
144,365
____________________________________
(a) Initial costs exclude subsequent impairment charges.
(b) Consists of capital expenditures and real estate development costs, and impairment charges.
(c) The aggregate cost for federal income tax purposes was $ 1.1 billion.
(d) The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands):
2025 (1)
2024
2023
Balance, beginning of period
$
1,028,104
$
1,135,995
$
2,041,696
Additions
Acquisitions
172,040
31,841
—
Improvements
4,601
489
619
Total additions
$
176,641
$
32,330
$
619
Less: Deductions
Cost of real estate sold
86,653
81,548
884,128
Other (including provisions for impairment of real estate assets)
12,455
58,673
22,192
Total deductions
99,108
140,221
906,320
Balance, end of period
$
1,105,637
$
1,028,104
$
1,135,995
____________________________________
(1) Includes one property we acquired through deed-in-lieu of foreclosure, which the Company disposed of during the year end December 31, 2025.
(e) Gross intangible lease assets of $ 168.9 million and the associated accumulated amortization of $ 65.2 million are not reflected in the table above.
S-6
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)
(in thousands)
(f) The following is a reconciliation of accumulated depreciation for the years ended December 31 (in thousands):
2025
2024
2023
Balance, beginning of period
$
125,170
$
116,397
$
179,855
Additions
Acquisitions - Depreciation expense for building, acquisitions costs and tenant improvements acquired
21,562
20,004
26,011
Improvements - Depreciation expense for tenant improvements and building equipment
3,558
2,624
3,218
Total additions
$
25,120
$
22,628
$
29,229
Deductions
Cost of real estate sold
1,089
2,876
85,919
Other (including provisions for impairment of real estate assets)
4,836
10,979
6,768
Total deductions
5,925
13,855
92,687
Balance, end of period
$
144,365
$
125,170
$
116,397
(g) The Company’s assets are depreciated or amortized using the straight-line method over the useful lives of the assets by class. Generally, buildings are depreciated over 40 years, site improvements are amortized over 15 years and tenant improvements are amortized over the remaining life of the lease or the useful life, whichever is shorter.
S-7
Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
(in thousands)
Principal
Carrying
Amount of
Amount of
Loans Subject
Final
Periodic
Face
Mortgages at
to Delinquent
Interest
Maturity
Payment
Prior
Amount of
December 31,
Principal or
Loan Type
Description / Location
Rate (a)
Date (b)
Terms (c)
Liens
Mortgages (d)
2025 (e)
Interest
Senior loan
Office / Duluth, Georgia
+ 3.25 %
4/1/2027
I/O
N/A
$
53,941
$
53,941
$
—
Senior loan
Office / Orlando, Florida
+ 4.10 %
3/10/2026
I/O
N/A
62,140
62,057
—
Senior loan
Office / Irvine, California
Fixed 6.25 %
7/7/2029
I/O
N/A
168,568
168,150
—
Senior loan
Office / Bethesda, Maryland
+ 3.86 %
9/16/2026
I/O
N/A
54,874
54,659
—
Senior loan
Multifamily / Fort Lauderdale, Florida
+ 1.47 %
12/7/2025
(f)
I/O
N/A
199,930
199,930
—
Senior loan
Multifamily / Los Angeles, California
+ 2.60 %
10/7/2028
I/O
N/A
98,000
98,000
—
Senior loan
Multifamily / Gainesville, Florida
+ 2.85 %
3/6/2030
I/O
N/A
55,000
54,647
—
Senior Loan
Office / Boston, Massachusetts
Fixed 5.00 %
2/7/2031
I/O
N/A
78,203
78,045
—
Senior Loan
Office / Boston, Massachusetts
(g)
2/7/2031
I/O
N/A
52,860
52,754
—
Senior Loan
Multifamily / Miami, Florida
+ 2.95 %
8/7/2027
I/O
N/A
155,000
154,529
—
Senior Loan
Office / Tampa, Florida
+ 3.28 %
2/7/2029
I/O
N/A
169,769
169,450
—
Senior Loan
Office / Atlanta, Georgia
+ 3.40 %
3/7/2027
I/O
N/A
300,780
300,150
—
Senior Loan
Office / Phoenix, Arizona
+ 3.34 %
4/7/2027
I/O
N/A
347,531
346,142
—
Senior Loan
Mixed-Use / Alpharetta, Georgia
+ 4.70 %
4/7/2027
I/O
N/A
86,112
85,717
—
Senior Loan
Office / Washington D.C.
+ 4.00 %
6/6/2027
I/O
N/A
199,638
198,764
—
Senior Loan
Industrial / Spanish Fork, Utah
+ 3.50 %
1/7/2026
I/O
N/A
65,412
65,210
—
Senior Loan
Self-Storage / Various
+ 4.20 %
9/7/2027
I/O
N/A
61,120
60,923
—
Senior Loan
Industrial / Various
+ 2.40 %
8/9/2027
I/O
N/A
232,800
230,185
—
Senior Loan
Hospitality / Orlando, Florida
+ 4.40 %
9/7/2028
I/O
N/A
34,950
34,740
—
Senior Loan
Hospitality / Philadelphia, Pennsylvania
+ 4.05 %
1/7/2029
I/O
N/A
33,714
33,483
—
Senior Loan
Office / Houston, Texas
+ 2.22 %
1/7/2028
I/O
N/A
102,637
102,637
—
Senior Loan
Hospitality / Salt Lake City, Utah
+ 4.25 %
3/7/2029
I/O
N/A
17,830
17,703
—
Senior Loan
Hospitality / Alexandria, Virginia
+ 3.65 %
9/7/2029
I/O
N/A
31,000
30,760
—
Senior Loan
Multifamily / Salt Lake City, Utah
+ 3.05 %
11/9/2029
I/O
N/A
32,500
32,241
—
Senior Loan
Industrial / Houston, Texas
+ 2.95 %
2/7/2030
I/O
N/A
52,137
51,654
—
Senior Loan
Hospitality / Casper, Wyoming
+ 3.85 %
3/7/2030
I/O
N/A
15,599
15,467
—
Senior Loan
Hospitality / Prussia , Pennsylvania
+ 4.15 %
7/7/2029
I/O
N/A
30,300
30,032
—
Senior Loan
Hospitality / New Orleans, Louisianna
+ 3.40 %
6/7/2030
I/O
N/A
33,399
33,009
—
Senior Loan
Multifamily / Phoenix, Arizona
+ 3.05 %
5/7/2028
I/O
N/A
120,400
120,139
—
Senior Loan
Multifamily / Salt Lake City, Utah
+ 2.70 %
10/7/2030
I/O
N/A
80,700
79,753
—
Senior Loan
Mixed-Use / Boston, Massachusetts
+ 2.80 %
11/9/2030
I/O
N/A
78,000
77,094
—
Senior Loan
Hospitality / Various
+ 3.50 %
1/9/2031
I/O
N/A
18,800
18,614
—
Senior Loan
Hospitality / Various
+ 3.50 %
1/9/2031
I/O
N/A
79,876
79,084
—
Senior Loan
Hospitality / Various
+ 3.50 %
1/9/2031
I/O
N/A
18,997
18,809
—
Senior Loan
Mixed-Use / Dallas, Texas
+ 2.70 %
1/9/2031
I/O
N/A
154,900
153,207
—
Total loans
$
3,377,417
$
3,361,679
$
—
Current expected credit losses (h)
—
( 287,228 )
—
Total loans, net
$
3,377,417
$
3,074,451
$
—
S-8
Table of Contents
CIM REAL ESTATE FINANCE TRUST, INC.
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
(in thousands)
____________________________________
(a) Expressed as a spread over the relevant floating benchmark rates, which include Term SOFR, and the 30-day SOFR average, as applicable to each loan.
(b) Final maturity date assumes all extension options are exercised.
(c) I/O = interest only until final maturity unless otherwise noted.
(d) Face amount of mortgages includes $ 5.5 million in protective advances as of December 31, 2025.
(e) The tax basis of the loans included above is $ 3.4 billion as of December 31, 2025.
(f) As of December 31, 2025, the first mortgage loan was in maturity default. Subsequent to December 31, 2025, the first mortgage loan was repaid in full, inclusive of $ 4.6 million in accrued interest and fees.
(g) The Company modified the first mortgage loan during the year ended December 31, 2025 and as a result of the modification, is not subject to any interest payments, provided no event of default occurs as defined in the loan agreement, as further discussed in Note 8 — Loans Held-For-Investment
(h) As of December 31, 2025, the Company’s current expected credit losses related to its loans held-for-investment totaled $ 297.9 million, $ 287.2 million of which was related to the CRE loans.
The following table reconciles mortgage loans on real estate for the years ended December 31 (in thousands):
Year Ended December 31,
2025
2024
2023
Balance, beginning of period
$
3,085,104
$
3,539,111
$
3,264,841
Additions during period:
Loan originations, acquisitions and funding
715,117
162,892
483,099
Capitalized interest
15,433
8,095
—
Accretion of fees and other items
9,358
6,414
8,726
Total additions
$
739,908
$
177,401
$
491,825
Less: Deductions during period:
Collections of principal
( 598,531 )
( 356,649 )
( 120,394 )
Capitalized interest
—
—
—
Transfer to real estate assets
( 149,439 )
—
—
Charge-offs of CECL
( 87,475 )
—
—
Deferred fees and other items
( 9,713 )
( 2,174 )
( 8,273 )
Total deductions
$
( 845,158 )
$
( 358,823 )
$
( 128,667 )
Provision for credit losses
94,597
( 272,585 )
( 88,888 )
Net balance, end of period
$
3,074,451
$
3,085,104
$
3,539,111
S-9