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CIM Group Holdings (CMRF) details large partnership and preferred stakes

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CIM Group Holdings, LLC, a more than ten percent owner of CIM Group, Inc., filed an initial ownership report showing large stakes across several securities as of June 24, 2026. This Form 3 does not reflect new buying or selling activity, only existing positions.

The filing reports 907,376,173.663 shares of Special Voting Preferred Stock and 100 shares of Common Stock held directly. It also shows 821,175,346.665 Class A‑1 and 86,200,726.998 Class A‑2 limited partnership units, each economically linked to an equal number of common shares.

According to the footnotes, these Class A‑1 and A‑2 units are interests in an operating partnership where a subsidiary of CIM Group, Inc. is the general partner. Before any listing of CIM Group, Inc. common stock on a national exchange, the holder cannot redeem or exchange these units for common shares.

Positive

  • None.

Negative

  • None.
Insider CIM Group Holdings, LLC
Role 10% Owner
Type Security Shares Price Value
holding Class A-1 Limited Partnership Units -- -- --
holding Class A-2 Limited Partnership Units -- -- --
holding Common Stock -- -- --
holding Special Voting Preferred Stock -- -- --
Holdings After Transaction: Class A-1 Limited Partnership Units — 821,175,346.665 shares (Direct); Class A-2 Limited Partnership Units — 86,200,726.998 shares (Direct); Common Stock — 100 shares (Direct); Special Voting Preferred Stock — 907,376,173.663 shares (Direct)
Footnotes (2)
  1. F1. Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership"). Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), the filer has no right to have their Class A-1 or A-2 limited partnership units redeemed or exchanged for shares of the issuer's common stock. Following the consummation of a Listing, the filer will have the right to require the operating partnership to redeem,
  2. F2. (Continued from footnote 1) subject to specified conditions and restrictions, the filer's Class A-1 and A-2 limited partnership units in exchange for a like number of shares of the issuer's common stock or, at the election of the issuer, a cash amount representing the value of such shares of the issuer's common stock. In connection with any such exchange, the issuer is required to concurrently redeem any shares of Special Voting Preferred Stock issued in correspondence to such redeemed Class A-1 or A-2 limited partnership units.
Special Voting Preferred Stock held 907,376,173.663 shares Direct holdings as of June 24, 2026
Common Stock held directly 100 shares Direct common shares as of June 24, 2026
Class A-1 limited partnership units 821,175,346.665 units Exchangeable into equal number of common shares after Listing
Class A-2 limited partnership units 86,200,726.998 units Exchangeable into equal number of common shares after Listing
Underlying common shares for Class A-1 units 821,175,346.665 shares Underlying security for A-1 units
Underlying common shares for Class A-2 units 86,200,726.998 shares Underlying security for A-2 units
Special Voting Preferred Stock financial
"The filing reports 907,376,173.663 shares of Special Voting Preferred Stock held directly."
Class A-1 limited partnership units financial
"Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner."
Class A-2 limited partnership units financial
"Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner."
operating partnership financial
"limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner."
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.
Listing financial
"Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing")."

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FAQ

What does CIM Group Holdings report in this Form 3 for CMRF?

CIM Group Holdings, LLC reports its existing ownership in CIM Group, Inc., including Special Voting Preferred Stock, Common Stock, and large Class A‑1 and A‑2 limited partnership unit positions linked to common shares, without disclosing any new purchase or sale transactions.

How many Special Voting Preferred shares does CIM Group Holdings own in CMRF?

The filing shows CIM Group Holdings directly holds 907,376,173.663 shares of Special Voting Preferred Stock. These shares are tied to the partnership units and are required to be redeemed if corresponding Class A‑1 or A‑2 units are exchanged for CIM Group, Inc. common stock or cash.

What are the Class A-1 and A-2 limited partnership units reported for CMRF?

CIM Group Holdings holds 821,175,346.665 Class A‑1 and 86,200,726.998 Class A‑2 limited partnership units. Each unit can correspond to one share of CIM Group, Inc. common stock or an equivalent cash value, subject to a stock exchange listing and specified conditions and restrictions.

When can the partnership units be exchanged for CIM Group, Inc. common stock?

The Form 3 notes that Class A‑1 and A‑2 units cannot be redeemed or exchanged until CIM Group, Inc. common stock is listed on a national securities exchange. After a Listing, the holder may request redemption, subject to conditions, for shares or cash at the issuer’s election.

Does CIM Group Holdings have any direct common stock in CMRF besides units?

Yes. In addition to the partnership units and Special Voting Preferred Stock, CIM Group Holdings directly holds 100 shares of CIM Group, Inc. common stock. This is a small share count relative to its substantial partnership unit and preferred stock positions linked to common equity.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
CIM Group Holdings, LLC

(Last)(First)(Middle)
C/O CIM GROUP
4700 WILSHIRE BOULEVARD

(Street)
LOS ANGELES CALIFORNIA 90010

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2026
3. Issuer Name and Ticker or Trading Symbol
CIM GROUP, INC. [ NONE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock100D
Special Voting Preferred Stock907,376,173.663D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A-1 Limited Partnership Units (1)(2) (1)(2)Common Stock821,175,346.665(1)(2)D
Class A-2 Limited Partnership Units (1)(2) (1)(2)Common Stock86,200,726.998(1)(2)D
Explanation of Responses:
1. Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership"). Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), the filer has no right to have their Class A-1 or A-2 limited partnership units redeemed or exchanged for shares of the issuer's common stock. Following the consummation of a Listing, the filer will have the right to require the operating partnership to redeem,
2. (Continued from footnote 1) subject to specified conditions and restrictions, the filer's Class A-1 and A-2 limited partnership units in exchange for a like number of shares of the issuer's common stock or, at the election of the issuer, a cash amount representing the value of such shares of the issuer's common stock. In connection with any such exchange, the issuer is required to concurrently redeem any shares of Special Voting Preferred Stock issued in correspondence to such redeemed Class A-1 or A-2 limited partnership units.
By: /s/ David Thompson, Vice President & Chief Financial Officer of CIM Group Holdings, LLC07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)