Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2026, 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 6. Exhibits
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (and are numbered in accordance with Item 601 of Regulation S-K).
Incorporated by Reference
Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
3.1
Articles of Amendment and Restatement of the Registrant
8-K
000-54939
3.1
8/20/2019
3.2
Authorized Shares Articles of Amendment of the Registrant
8-K
000-54939
3.1
6/29/2026
3.3
Articles Supplementary of the Registrant
8-K
000-54939
3.2
6/29/2026
3.4
Name Change Articles of Amendment of the Registrant
8-K
000-54939
3.3
6/29/2026
3.5
Third Amended and Restated Bylaws of the Registrant
8-K
000-54939
3.4
6/29/2026
4.1
Second Amended and Restated Distribution Reinvestment Plan.
8-K
000-54939
4.1
5/1/2020
4.2
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
4.2.1
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
4.3
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
Contribution Agreement, dated as of June 24, 2026, by and between the Registrant and CMFH
8-K
000-54939
10.1
6/29/2026
10.2
Contribution and Subscription Agreement, dated as of June 24, 2026, by and among the Registrant, CMFH and CMGH***
8-K
000-54939
10.2
6/29/2026
10.3
Second Amended and Restated Agreement of Limited Partnership of CMFH, dated as of June 24, 2026, by and among the Registrant, CMFH GP and CMGH
8-K
000-54939
10.3
6/29/2026
10.4
Tax Receivable Agreement, dated as of June 24, 2026, by and among the Registrant, CMFH and CMGH
8-K
000-54939
10.4
6/29/2026
10.5
Registration Rights Agreement, dated as of June 24, 2026, by and among the Registrant and CMGH
8-K
000-54939
10.5
6/29/2026
10.6*
C IM Group Management, LLC Note Purchase Agreement, dated August 30, 2022
10.7*
R e volving Credit Agreement among CIM Gr oup Managem ent, as Borrower, the Lenders from time to time party hereto an d City National Bank, as Agen t an d Lead Arranger, dated as of December 30, 2022
118
Incorporated by Reference
Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
10.7.1*
First Amendment to Revolving Credit Agreement, dated January 24, 2023 , among CIM Group Management, as Borrower, the Lenders from time to time party hereto and City National Bank, as Agent and Lead Arranger,
10.7.2*
S econd Amendment to Re volv in g Cre dit Agreement, dated January 27, 2023, by and among CIM Group Management, LLC, as Borrower, Comerica Bank as Additional Lender , and City National Bank as admi nistrative agent for the Lenders .
10.7.3*
T hird Amendment to Re volving Credit Agreement, dated March 28, 2025, by a nd among CIM Group Management , LLC, as Borrower, each Lender party hereto, and City National Bank as administrative agent for the Lenders and as the Swing Line Lender.
10.8*
First Amendment to Amended and Restated Master Repurchase Agreement, dated June 24, 2026 , by and between CMFT RE Lending RF Sub BB, LLC and Barclays Bank PLC.
10.9*
First A mendment to Master Repurchase Agreement, dated June 24, 2026 , by and between CLR RE Lending RF Sub BB, LLC and Barclays Bank PLC.
10.10*
Sixth Amendment to Master Repurchase and Securities Contract, dated June 24 , 2026 by and between Wells Fargo Bank, N.A. and CMFT RE Lending RF Sub WF, LLC.
10.11*
First Amendment to Master Repurchase Agreement and Consent to R estructuring , dated June 24, 2026 , by and between CLR RE Lending RF Sub CB, LLC and Citibank, N.A.
10.12*
Second Amendment to Amended and Restated Master Repurchase Agreement and Consent to Restructuring, dated as of June 24, 2026, is entered into and among Citibank, N.A., CMFT RE Lending RF Sub CB, LLC, and Guarantor CIM Real Estate Finance Trust, Inc.
10.13*
C onsent to restructuring dated June 24, 2026, entered into by Citiba nk, N.A ., as Administrative Agent and CIM Group Holdings, LLC.
10.14*
Third Amendment to Amended and Restated Master Repurchase Agreement and Consent to Restructuring, dated June 24, 2026, by and among Deutsche Bank AG, New York Branch, CMFT RE Lending RF Sub DB, LLC, CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT .
10.15*
First Amendment to Loan and Servicing Agreement and Consent to Restructuring, dated June 24, 2026, among M assachusetts Mutual Life Insur ance Company, MassMutual Ascend Life Insur a n ce Com pa ny, CM FT RE Lending Sub MM Holdco, and CMFT RE Lending Sub MM, LLC.
10.16*
Amendment No. 1 to Master Repurchase and Securities Contract and Consent to Restructuring, dated June 24, 2026, among Wells Fargo Bank, National Association, CLR RE Lending Sub WF, LLC, CIM Real Estate Finance Trust, Inc., CIM Commercial Lending REIT, and CLR RE Lending Sub WF Holdco, LLC .
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.
119
Incorporated by Reference
Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
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.
***
In accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have not been filed. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
120
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CIM Group, Inc.
(Registrant)
By:
/s/ David Thompson
Name:
David Thompson
Title:
Chief Financial Officer, Principal Accounting Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: August 14, 2026
121