CIM Group (CMRF) manager RSUs vest and large indirect stakes detailed
Rhea-AI Filing Summary
RESSLER RICHARD S reported acquisition or exercise transactions in this Form 4 filing.
CIM Group, Inc. reported that its external manager, CIM Real Estate Finance Management, LLC, had restricted stock units vest on June 30, 2026. The vesting of 354,800.387 restricted stock units, originally granted on July 29, 2024, resulted in 177,400.194 shares of common stock being issued to the manager, with the remaining value settled in cash. An equal 354,800.386 restricted stock units from that grant are scheduled to vest on June 30, 2027, also to be settled 50% in common stock and 50% in cash. The filing notes that additional grants leave the manager with 4,693,080.293 restricted stock units outstanding, vesting between December 15, 2026 and April 15, 2029. Separately, entities associated with the reporting person hold large indirect positions, including Special Voting Preferred Stock and Class A‑1 and A‑2 limited partnership units that may later be redeemable for common stock after a stock exchange listing, subject to specified conditions. The reporting person may be deemed to beneficially own these securities through affiliated entities but expressly disclaims beneficial ownership beyond any indirect pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
354,800.388 shares exercised/converted
Exercise
7 txns
Insider
RESSLER RICHARD S
Role
CEO & President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 354,800.388 | $0.00 | $0.00 |
| Exercise | Common Stock | 177,400.194 | $0.00 | $0.00 |
| Other | Common Stock | 177,400.194 | $0.00 | $0.00 |
| 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:
Restricted Stock Units — 4,693,080.293 shares (Indirect, By CIM Real Estate Finance Management, LLC);
Common Stock — 0 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 — 100 shares (Indirect, By CIM Group Holdings, LLC);
Special Voting Preferred Stock — 907,376,073.663 shares (Indirect, By CIM Group Holdings, LLC)
Footnotes (8)
- F1. On June 30, 2026, CIM Real Estate Finance Management, LLC (the "Manager") acquired 177,400.194 shares of the Issuer's common stock in connection with the vesting of 354,800.387 of the restricted stock units originally granted to the Manager on July 29, 2024 as an award under the Issuer's 2024 Manager Equity Incentive Plan. Each vested restricted stock unit was settled 50% in the Issuer's common stock and 50% in the cash value thereof. The remaining 354,800.386 restricted stock units originally granted to the Manager on July 29, 2024 will vest on June 30, 2027, 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.
- F2. The reported shares are owned directly by the Manager. The reporting person may be deemed to beneficially own such shares of common stock given his role as Chief Executive Officer of the issuer, which owns 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.
- 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.
- F4. 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 LLC, 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.
- 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 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 354,800.385 restricted stock units originally granted to the Manager on July 29, 2024, which will vest on June 30, 2027, 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 and the 2,165,489.342 restricted stock units originally granted to the Manager on June 24, 2026, which will vest in equal annual installments on April 15, 2027, 2028 and 2029.
- F7. 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"), CIM Group Holdings has no right to have its 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, CIM Group Holdings will have the right to require the operating partnership to redeem, 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.
- F8. (Continued from footnote 7) 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. 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
Common shares issued on vesting: 177,400.194 shares
RSUs vested June 30, 2026: 354,800.387 units
Remaining RSUs outstanding: 4,693,080.293 units
+3 more
6 metrics
Common shares issued on vesting
177,400.194 shares
Common stock issued to manager on June 30, 2026 RSU vesting
RSUs vested June 30, 2026
354,800.387 units
Restricted stock units from July 29, 2024 grant that vested
Remaining RSUs outstanding
4,693,080.293 units
Restricted stock units held by manager after reported transactions
Class A-1 underlying shares
821,175,346.665 shares
Underlying CMRF common stock for Class A-1 limited partnership units
Class A-2 underlying shares
86,200,726.998 shares
Underlying CMRF common stock for Class A-2 limited partnership units
Special Voting Preferred Stock
907,376,073.663 shares
Indirectly held through CIM Group Holdings
Key Terms
Restricted Stock Units, indirect pecuniary interest, Special Voting Preferred Stock, Class A-1 Limited Partnership Units, +1 more
5 terms
Restricted Stock Units financial
"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."
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.
indirect pecuniary interest financial
"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein..."
Special Voting Preferred Stock financial
"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."
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..."
Listing financial
"Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), CIM Group Holdings has no right to have its Class A-1 or A-2 limited partnership units redeemed..."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What equity did CIM Real Estate Finance Management, LLC receive in CMRF on June 30, 2026?
CIM Real Estate Finance Management, LLC received 177,400.194 CMRF common shares when 354,800.387 restricted stock units vested. Each unit was settled 50% in stock and 50% in cash, reflecting compensation under the 2024 Manager Equity Incentive Plan.
How many CMRF restricted stock units remain outstanding for the manager after this Form 4?
After the June 30, 2026 vesting, the manager holds 4,693,080.293 restricted stock units. These units arise from several grants in 2024, 2025, and 2026, scheduled to vest between December 15, 2026 and April 15, 2029, with 50% stock and 50% cash settlement.
When will the remaining July 29, 2024 CMRF restricted stock units vest for the manager?
The remaining 354,800.386 restricted stock units from the July 29, 2024 grant will vest on June 30, 2027. Vesting is conditioned on the manager’s continued service as CMRF’s external manager and will be settled half in common stock and half in cash value.
What indirect CMRF interests are held through CIM Group Holdings according to this Form 4?
CIM Group Holdings holds Special Voting Preferred Stock, 100 shares of common stock, and Class A-1 and A-2 limited partnership units. These partnership units are tied to underlying CMRF common shares and may be redeemable or exchangeable after a future stock exchange listing, subject to conditions.
Can CIM Group Holdings immediately exchange its Class A-1 and A-2 units for CMRF common stock?
CIM Group Holdings cannot exchange Class A-1 and A-2 units for CMRF common stock until after a Listing of the common stock on a national securities exchange. Following a Listing, exchanges are allowed only subject to specified conditions and restrictions described in the arrangement.
Does Richard S. Ressler directly own the CMRF securities reported in this filing?
The securities are held by CIM Real Estate Finance Management, LLC and CIM Group Holdings. Richard S. Ressler may be deemed a beneficial owner through his roles with affiliated entities but expressly disclaims beneficial ownership except for any indirect pecuniary interest described in the filing.