CMCT (NASDAQ: CMCT) swaps preferred stock for over 261M common shares

Rhea-AI Filing Summary

Creative Media & Community Trust Corporation filed an amended report to specify how many common shares were issued to redeem several series of preferred stock. The company redeemed 88,250 Series A and 194,492 Series A1 preferred shares initiated before March 5, 2026 using common stock.

It then redeemed an additional 1,869,573 Series A, 7,539,638 Series A1 and 21,760 Series D preferred shares via common stock redemptions. Based on volume-weighted average prices, the company issued 3,429,015 common shares on March 12, 2026 and 257,787,595 common shares on March 16, 2026, in transactions exempt under Section 3(a)(9).

Insights

Capital structure & securities analyst

CMCT converted multiple preferred series into a very large block of common shares.

Creative Media & Community Trust Corporation redeemed several preferred stock classes entirely in common shares, issuing over 261 million new common shares across two March 2026 settlement dates. The exchanges followed charter formulas using 20‑day volume‑weighted average prices.

This shifts value from preferred to common holders and materially changes the equity mix. The transactions relied on the Securities Act Section 3(a)(9) exemption, meaning no new cash came in; existing securities were simply exchanged. Actual impact depends on the company’s prior common share base and market response.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 12, 2026

Commission File Number 1-13610

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

75-6446078

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

4700 Wilshire Boulevard, Los Angeles, CA 90010

(866) 242-1266

(Address of Principal Executive Offices)

(Registrant's telephone number)

5956 Sherry Lane, Suite 700, Dallas, TX 75225

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

CMCT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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Explanatory Note

The purpose of this amendment to the Current Report on Form 8-K (this “Amendment No. 1”) filed by Creative Media & Community Trust Corporation (the “Company”) on March 9, 2026 (the “Form 8-K”) is to amend Item 3.02 to disclose the number of shares of the Company’s common stock, par value $0.001 (the “Common Stock”), to be issued in satisfaction of the redemptions, which were determined on March 12, 2026 and March 16, 2026, respectively.

Except as described above, no other changes have been made to the Form 8-K. This Amendment No. 1 does not otherwise amend, change, modify or update the disclosures set forth in the Form 8-K as originally filed.

Item 3.02    Unregistered Sale of Equity Securities.

The Company satisfied all redemptions of Preferred Stock (as defined below) initiated by holders prior to March 5, 2026 on March 12, 2026, which resulted in the redemption of 88,250 shares of Series A Preferred Stock, par value $0.001 (the “Series A Preferred Stock”), and 194,492 shares of Series A1 Preferred Stock, par value $0.001 (the “Series A1 Preferred Stock”), in shares of Common Stock. On March 6, 2026, the Company provided notice of the redemption of 1,869,573 shares of Series A Preferred Stock, 7,539,638 shares of Series A1 Preferred Stock and 21,760 shares of Series D Preferred Stock, par value $0.001 (the “Series D Preferred Stock” and, together with the Series A Preferred Stock and Series A1 Preferred Stock, the “Preferred Stock”), in shares of Common Stock. In accordance with the Company’s charter, the number of shares of Common Stock issued was based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the applicable redemption date (with each such term as defined in the Company’s charter).

On March 12, 2026, the Company arranged for the issuance of 1,106,594 shares of Common Stock in respect of redemptions of Series A Preferred Stock and 2,322,421 shares of Common Stock in respect of redemptions of Series A1 Preferred Stock, in each case, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding March 12, 2026. On March 16, 2026, the Company arranged for the issuance of 51,027,328 shares of Common Stock in respect of redemptions of Series A Preferred Stock, 206,166,177 shares of Common Stock in respect of redemptions of Series A1 Preferred Stock and 594,090 shares of Common Stock in respect of redemptions of Series D Preferred Stock, in each case, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding March 16, 2026. The issuance of these shares of Common Stock is, as appropriate, exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereunder.

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SIGNATURE

Pursuant to the requirements 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.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

Dated: March 18, 2026

By:

/s/ Brandon Hill Brandon Hill Chief Financial Officer

3

FAQ

What change did CMCT report in its amended 8-K/A filing?

CMCT updated its prior report to specify how many common shares were issued to redeem outstanding preferred stock. The amendment clarifies the common share counts tied to redemptions completed on March 12 and March 16, 2026, without changing any other previously disclosed information.

How many CMCT preferred shares were redeemed into common stock?

CMCT redeemed 88,250 Series A and 194,492 Series A1 preferred shares requested before March 5, 2026. It also called 1,869,573 Series A, 7,539,638 Series A1 and 21,760 Series D preferred shares for redemption, all satisfied through issuances of common stock rather than cash payments.

How many CMCT common shares were issued on March 12 and March 16, 2026?

On March 12, 2026, CMCT issued 1,106,594 common shares for Series A and 2,322,421 for Series A1 redemptions. On March 16, 2026, it issued 51,027,328 for Series A, 206,166,177 for Series A1 and 594,090 for Series D preferred redemptions.

How did CMCT determine the exchange rate from preferred to common shares?

CMCT followed its charter, which bases the number of common shares on the volume‑weighted average price (VWAP) of its stock. The calculation used the VWAP over the 20 trading days immediately preceding each applicable redemption date, aligning share issuance with recent trading prices.

Were CMCT’s common share issuances registered with the SEC?

The common share issuances were treated as exempt from Securities Act registration. CMCT relied on Section 3(a)(9), which allows exchanges of securities with existing holders without registering a public offering, because the transactions involved exchanging outstanding preferred stock for common stock of the same issuer.

Does the amendment change any other CMCT disclosures?

The amendment is limited to updating Item 3.02 with specific common share counts for the preferred redemptions. CMCT states that, apart from adding these numerical details, the amendment does not otherwise change, modify or update the disclosures in the original report filed earlier in March 2026.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 30.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.2 KB