Entities tied to CIM Real Estate (CMRF) CEO receive voting and LP equity
Rhea-AI Filing Summary
CIM Real Estate Finance Trust’s Form 4 shows entities associated with CEO Richard Ressler recording a large equity restructuring. CIM Group Holdings, LLC indirectly acquired 907,376,073.663 shares of special voting preferred stock and Class A-1 and Class A-2 limited partnership units that are exchangeable into common stock on a 1-to-1 basis under certain circumstances. Other affiliated entities reported dispositions of common stock back to the issuer and adjustments to restricted stock units, alongside a new grant of 2,165,489.342 restricted stock units to CIM Real Estate Finance Management, LLC under the 2024 Manager Equity Incentive Plan. Across the footnotes, Ressler is described as potentially deemed a beneficial owner only to the extent of his indirect pecuniary interest.
Positive
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Negative
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Insights
Complex internal restructuring shifts equity into operating partnership entities.
The filing describes a contribution of entities holding common stock and the external manager into an operating partnership controlled by a subsidiary of CIM Real Estate Finance Trust. In exchange, CIM Group Holdings, LLC received special voting preferred stock and large blocks of Class A-1 and A-2 limited partnership units.
These limited partnership units are exchangeable into common stock on a 1-to-1 basis under certain circumstances, and the manager received new restricted stock units under the 2024 Manager Equity Incentive Plan. Footnotes stress that CEO Richard Ressler may be deemed a beneficial owner only through indirect pecuniary interests and expressly disclaims broader beneficial ownership.
The transactions appear as non-cash restructurings and compensation grants rather than open-market trades, so their market signal depends mainly on how the new voting and exchangeable interests interact with future corporate actions disclosed in subsequent company filings.
Insider Trade Summary
Net Buyer: 906,103,668.528 shares
Net Buy
9 txns
Insider
RESSLER RICHARD S
Role
CEO & President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 2,882,391.339 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units | 2,165,489.342 | $0.00 | $0.00 |
| Grant/Award | Class A-1 Limited Partnership Units | 821,175,346.665 | $0.00 | $0.00 |
| Grant/Award | Class A-2 Limited Partnership Units | 86,200,726.998 | $0.00 | $0.00 |
| Disposition | Common Stock | 20,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 911,041.268 | $0.00 | $0.00 |
| Disposition | Common Stock | 341,363.867 | $0.00 | $0.00 |
| Grant/Award | Special Voting Preferred Stock | 907,376,073.663 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 5,047,880.681 shares (Indirect, By CIM Real Estate Finance Management, LLC);
Class A-1 Limited Partnership Units — 821,175,346.665 shares (Indirect, By CIM Group Holdings, LLC);
Class A-2 Limited Partnership Units — 86,200,726.998 shares (Indirect, By CIM Group Holdings, LLC);
Common Stock — 20,000 shares (Indirect, By CIM Real Estate Finance Management, LLC);
Common Stock — 911,041.268 shares (Indirect, By CIM CMFT MLP, LLC);
Common Stock — 341,363.867 shares (Indirect, By CIM Real Estate Finance Holdings, LLC);
Special Voting Preferred Stock — 907,376,073.663 shares (Indirect, By CIM Group Holdings, LLC);
Common Stock — 100 shares (Indirect, By CIM Group Holdings, LLC)
Footnotes (10)
- F1. The entities (together with the manager described in footnote (5), the "contributed entities") directly owning the reported shares of common stock were contributed to an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership") in a transaction with the issuer pursuant to which the contributing entity, CIM Group Holdings, LLC ("CIM Group Holdings"), received shares of special voting preferred stock of the issuer. The reporting person may be deemed to beneficially own such shares of common stock owned by the contributed entities, which are now subsidiaries of the issuer, given his role as Chief Executive Officer of the issuer. 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.
- F2. (Continued from footnote 1) Prior to the transaction, the contributed entities were owned by CIM Group Holdings, which is owned and controlled by CIM Group, LLC ("CIM Group Parent"), with respect to which the reporting person is a controlling person.
- F3. The reporting person may be deemed to beneficially own the shares and limited partnership units owned by CIM Group Holdings because of his position with CIM Group Parent, which owns and controls CIM Group Holdings. 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.
- F4. The 100 shares of the common stock of the issuer currently owned by CIM Group Holdings were previously owned by 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.
- F5. 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.
- F6. Represents the following remaining restricted stock units originally granted to CIM Real Estate Finance Management, LLC (the "manager") under the issuer's 2024 Manager Equity Incentive Plan (the "prior restricted stock units"): 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. The reporting person may be deemed to beneficially own such restricted stock units owned by the manager, which is now a subsidiary of the issuer, given his role as Chief Executive Officer of the issuer.
- F7. (Continued from footnote 6) 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. The prior restricted stock units owned by the manager, a contributed entity, were disposed of by the reporting person in the transaction described in footnote (1) in the same manner as the reported shares of common stock were disposed of as described in footnote (1).
- F8. Represents a grant of restricted stock units to the manager under the issuer's 2024 Manager Equity Incentive Plan. The restricted stock units vest in three equal annual installments beginning on April 15, 2027, subject to the continued service of the manager as the manager of the issuer or an affiliate thereof through each vesting date. The reported restricted stock units are owned directly by the manager, which was contributed to the operating partnership in the transaction described in footnote (1).
- F9. (Continued from footnote 8) The reporting person may be deemed to beneficially own such restricted stock units owned by the manager, which is now a subsidiary of the issuer, given his role as Chief Executive Officer of the issuer. 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.
- F10. In addition to the shares of special voting preferred stock of the issuer described in footnote (1) above, CIM Group Holdings received Class A-1 and Class A-2 limited partnership units of the operating partnership in the transaction described in footnote (1) as consideration for the contribution of the contributed entities to the operating partnership. Such Class A-1 and Class A-2 limited partnership units are exchangeable on a 1-to-1 basis into shares of the issuer's common stock under certain circumstances. 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.
Key Figures
Special voting preferred stock acquired: 907,376,073.663 shares
Class A-1 LP units acquired: 821,175,346.665 units
Class A-2 LP units acquired: 86,200,726.998 units
+5 more
8 metrics
Special voting preferred stock acquired
907,376,073.663 shares
Indirectly owned by CIM Group Holdings, LLC after transaction
Class A-1 LP units acquired
821,175,346.665 units
Exchangeable 1-to-1 into common stock under certain circumstances
Class A-2 LP units acquired
86,200,726.998 units
Exchangeable 1-to-1 into common stock under certain circumstances
New restricted stock units granted
2,165,489.342 RSUs
Granted to CIM Real Estate Finance Management, LLC; vest beginning April 15, 2027
Restricted stock units disposed
2,882,391.339 RSUs
Prior manager RSUs treated as disposed in contribution transaction
Common stock disposition via CIM CMFT MLP, LLC
911,041.268 shares
Reported as disposition to issuer at $0.0000 per share
Common stock disposition via CIM Real Estate Finance Holdings, LLC
341,363.867 shares
Reported as disposition to issuer at $0.0000 per share
Indirect common stock holding by CIM Group Holdings
100 shares
Common stock currently owned by CIM Group Holdings after transfer
Key Terms
special voting preferred stock, limited partnership units, restricted stock units, operating partnership, +1 more
5 terms
special voting preferred stock financial
"received shares of special voting preferred stock of the issuer"
limited partnership units financial
"received Class A-1 and Class A-2 limited partnership units of the operating partnership"
Limited partnership units are ownership shares in a partnership where most investors act as passive partners with liability limited to what they invested. They represent a right to a portion of the partnership's income and capital, while day-to-day control is handled by an active manager; think of it like owning a condo unit in a building run by a management company. Investors care because the units determine how much income they receive and how exposed they are to business risks.
restricted stock units financial
"Each restricted stock unit represents a contingent right to receive one share"
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.
operating partnership financial
"contributed to 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.
indirect pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What equity did CIM Group Holdings, LLC report for CIM Real Estate Finance Trust (CMRF)?
CIM Group Holdings, LLC indirectly acquired 907,376,073.663 shares of special voting preferred stock and large blocks of Class A-1 and Class A-2 limited partnership units of the operating partnership, which are exchangeable into common stock on a 1-to-1 basis under certain circumstances.
How are the Class A-1 and Class A-2 limited partnership units in CMRF structured?
The Class A-1 and Class A-2 limited partnership units of the operating partnership are exchangeable on a 1-to-1 basis into shares of CIM Real Estate Finance Trust’s common stock under certain circumstances, effectively creating a large pool of exchangeable interests linked to the company’s equity capital structure.
Does Richard Ressler personally hold the reported CMRF securities?
The Form 4 shows securities held by entities such as CIM Group Holdings and the manager. Footnotes state Richard Ressler may be deemed to beneficially own them only to the extent of his indirect pecuniary interest and explicitly disclaim broader beneficial ownership for Section 16 and other purposes.
Were the CMRF transactions open-market buys or sells?
The transactions consist of grants or awards, dispositions to the issuer, and restructuring entries involving operating partnership units and restricted stock units, all at a price per share of 0.0000, indicating non-cash internal and compensation-related movements rather than open-market purchases or sales of common stock.