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Equity awards vest for CIM Real Estate (CMRF) manager, shares distributed

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CIM Real Estate Finance Management, LLC, the external manager of CIM Real Estate Finance Trust, Inc., reported the vesting and exercise of 716,083.608 restricted stock units on April 15, 2026, settling 50% in common stock and 50% in cash.

The vesting delivered 358,041.804 shares of common stock to the Manager, then the same number of shares was distributed to certain employees and affiliated persons, leaving the Manager with 20,000 shares. Related entities held 911,141.268 and 341,363.867 shares indirectly. Large blocks of RSUs granted in 2024–2025 remain scheduled to vest between December 15, 2026 and April 15, 2028. Richard S. Ressler disclaims beneficial ownership except for any indirect pecuniary interest.

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Insider RESSLER RICHARD S
Role CEO & President
Type Security Shares Price Value
Exercise Restricted Stock Units 716,083.608 $0.00 $0.00
Exercise Common Stock 358,041.804 $0.00 $0.00
Other Common Stock 358,041.804 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 2,882,391.339 shares (Indirect, By CIM Real Estate Finance Management, LLC); Common Stock — 20,000 shares (Indirect, By CIM Real Estate Finance Management, LLC); Common Stock — 911,141.268 shares (Indirect, By: CIM CMFT MLP, LLC); Common Stock — 341,363.867 shares (Indirect, By CIM Real Estate Finance Holdings, LLC)
Footnotes (7)
  1. F1. On April 15, 2026, CIM Real Estate Finance Management, LLC (the "Manager") acquired 358,041.804 shares of the Issuer's common stock in connection with the vesting of 716,083.608 of the restricted stock units originally granted to the Manager on April 14, 2025 as an award under the Issuer's 2024 Manager Equity Incentive Plan. Each vested restricted stock unit settled 50% in the Issuer's common stock and 50% in the cash value thereof. The remaining 1,432,167.216 restricted stock units originally granted to the Manager on April 14, 2025 will vest in equal installments on April 15, 2027 and April 15, 2028, subject to the Manager's continued service as the Issuer's external manager. As such restricted stock units vest, the awards will be settled 50% in the Issuer's common stock and 50% in the cash value thereof.
  2. F2. The reported shares are owned directly by the Manager. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by the Manager because of their positions with CIM Group, LLC, which is the sole common equity member of CCO Group, LLC, which owns and controls the Manager. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  3. F3. Represents shares of the Issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.
  4. F4. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by CIM CMFT MLP, LLC because of their positions with CIM Group, LLC, which owns and controls CIM CMFT MLP, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  5. F5. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by CIM Real Estate Finance Holdings, LLC because of their positions with CIM Group, LLC, which owns and controls CIM Real Estate Finance Holdings, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  6. F6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock, payable 50% in the Issuer's common stock and 50% in the cash value thereof.
  7. F7. Represents the remaining 740,623.350 restricted stock units originally granted to the Manager on January 9, 2024, which will vest on December 15, 2026, the remaining 709,600.773 restricted stock units originally granted to the Manager on July 29, 2024, which will vest in equal annual installments on June 30, 2026 and June 30, 2027 and the remaining 1,432,167.216 restricted stock units originally granted to the Manager on April 14, 2025, which will vest in equal annual installments on April 15, 2027 and April 15, 2028.
RSUs vested 716,083.608 restricted stock units Vested on April 15, 2026 for the Manager under 2024 plan
Shares from vesting 358,041.804 shares Common stock delivered to Manager from RSU settlement
Manager shares after vesting 378,041.804 shares Indirectly held by CIM Real Estate Finance Management, LLC before distribution
Manager shares after distribution 20,000 shares Indirectly held by Manager after distributing 358,041.804 shares
Indirect holding via CIM CMFT MLP, LLC 911,141.268 shares Common stock indirectly owned through CIM CMFT MLP, LLC
Indirect holding via Holdings LLC 341,363.867 shares Common stock indirectly owned through CIM Real Estate Finance Holdings, LLC
Unvested RSUs Jan 2024 grant 740,623.350 units Scheduled to vest on December 15, 2026
Unvested RSUs April 2025 grant 1,432,167.216 units Vest in equal installments on April 15, 2027 and April 15, 2028
Restricted Stock Units financial
"716,083.608 of the restricted stock units originally granted to the Manager"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2024 Manager Equity Incentive Plan financial
"an award under the Issuer's 2024 Manager Equity Incentive Plan"
beneficially own financial
"may be deemed to beneficially own the shares owned by the Manager"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
indirect pecuniary interest financial
"except to the extent of his indirect pecuniary interest therein"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
external manager financial
"subject to the Manager's continued service as the Issuer's external manager"

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FAQ

What equity award activity did CMRF report for its manager on April 15, 2026?
CMRF disclosed that its external manager’s award of 716,083.608 restricted stock units vested on April 15, 2026. The award settled half in common stock and half in cash value, reflecting compensation under the 2024 Manager Equity Incentive Plan rather than an open-market transaction.

How many CMRF shares did the manager receive from vested RSUs?
The manager received 358,041.804 shares of CMRF common stock from the RSU vesting. Each restricted stock unit represented one share, but the award was structured so only half paid in stock, with the remaining half delivered in cash equal to the share value.

What happened to the 358,041.804 CMRF shares after vesting to the manager?
The 358,041.804 CMRF shares were subsequently distributed by the manager to certain employees and other affiliated persons. Following this distribution, the manager’s reported direct holding from that block decreased to 20,000 shares, while the distribution served as equity compensation to related individuals.

How many CMRF restricted stock units remain unvested for the manager?
Unvested awards include 740,623.350 RSUs from January 9, 2024, 709,600.773 RSUs from July 29, 2024, and 1,432,167.216 RSUs from April 14, 2025. These tranches vest on specified future dates and will settle half in common stock and half in cash value.

When will the remaining CMRF restricted stock units vest for the manager?
The remaining RSUs vest on several dates: December 15, 2026 for the January 2024 grant, June 30, 2026 and June 30, 2027 for the July 2024 grant, and April 15, 2027 and April 15, 2028 for the April 2025 grant, assuming continued service as external manager.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RESSLER RICHARD S
(Last)(First)(Middle)
2398 E. CAMELBACK ROAD, 4TH FLOOR
(Street)
PHOENIX ARIZONA 85016
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CIM REAL ESTATE FINANCE TRUST, INC. [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/15/2026M358,041.804A(1)378,041.804IBy CIM Real Estate Finance Management, LLC(2)
Common Stock04/15/2026J358,041.804(3)D$020,000IBy CIM Real Estate Finance Management, LLC(2)
Common Stock911,141.268IBy: CIM CMFT MLP, LLC(4)
Common Stock341,363.867IBy CIM Real Estate Finance Holdings, LLC(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(6)04/15/2026M716,083.608(1) (1) (1)Common Stock716,083.608$02,882,391.339(7)IBy CIM Real Estate Finance Management, LLC(2)
Explanation of Responses:
1. On April 15, 2026, CIM Real Estate Finance Management, LLC (the "Manager") acquired 358,041.804 shares of the Issuer's common stock in connection with the vesting of 716,083.608 of the restricted stock units originally granted to the Manager on April 14, 2025 as an award under the Issuer's 2024 Manager Equity Incentive Plan. Each vested restricted stock unit settled 50% in the Issuer's common stock and 50% in the cash value thereof. The remaining 1,432,167.216 restricted stock units originally granted to the Manager on April 14, 2025 will vest in equal installments on April 15, 2027 and April 15, 2028, subject to the Manager's continued service as the Issuer's external manager. As such restricted stock units vest, the awards will be settled 50% in the Issuer's common stock and 50% in the cash value thereof.
2. The reported shares are owned directly by the Manager. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by the Manager because of their positions with CIM Group, LLC, which is the sole common equity member of CCO Group, LLC, which owns and controls the Manager. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. Represents shares of the Issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.
4. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by CIM CMFT MLP, LLC because of their positions with CIM Group, LLC, which owns and controls CIM CMFT MLP, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
5. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by CIM Real Estate Finance Holdings, LLC because of their positions with CIM Group, LLC, which owns and controls CIM Real Estate Finance Holdings, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock, payable 50% in the Issuer's common stock and 50% in the cash value thereof.
7. Represents the remaining 740,623.350 restricted stock units originally granted to the Manager on January 9, 2024, which will vest on December 15, 2026, the remaining 709,600.773 restricted stock units originally granted to the Manager on July 29, 2024, which will vest in equal annual installments on June 30, 2026 and June 30, 2027 and the remaining 1,432,167.216 restricted stock units originally granted to the Manager on April 14, 2025, which will vest in equal annual installments on April 15, 2027 and April 15, 2028.
Remarks:
/s/ Richard S. Ressler04/17/2026
** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR