{"url_path":"/sec/cmrf/8-k/2026-06-29/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1498547/0001193125-26-286851-index.html","accession_number":"0001193125-26-286851","cik":"0001498547","ticker":"CMRF","issuer_name":"CIM GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1498547/0001193125-26-286851-index.html","primary_entity_key":"0001498547","primary_entity_name":"CIM REAL ESTATE FINANCE TRUST, INC."},"word_count":902,"has_tables":true,"body_markdown":"Item 9.01 Financial Statements and Exhibits.\n\n(a) Financial Statements of Business Acquired.\n\nThe financial statements required by Item 9.01(a) to be filed with this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed.\n\n(b) Pro Forma Financial Information.\n\nThe pro forma financial statements required by Item 9.01(b) to be filed with this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed.\n\n(d) Exhibits\n\n \n\nExhibit\n\nNo.\n\n  \nDescription\n\n3.1\n  \n[Authorized Shares Articles of Amendment of the Registrant.](d42970dex31.htm)\n\n3.2\n  \n[Articles Supplementary of the Registrant.](d42970dex32.htm)\n\n3.3\n  \n[Name Change Articles of Amendment of the Registrant.](d42970dex33.htm)\n\n3.4\n  \n[Third Amended and Restated Bylaws of the Registrant.](d42970dex34.htm)\n\n10.1\n  \n[Contribution Agreement, dated as of June 24, 2026, by and between the Registrant and New OP.](d42970dex101.htm)\n\n10.2\n  \n[Contribution and Subscription Agreement, dated as of June 24, 2026, by and among the Registrant, New OP and CIM Group Holdings.*](d42970dex102.htm)\n\n10.3\n  \n[Second Amended and Restated Agreement of Limited Partnership of New OP, dated as of June 24, 2026, by and among the Registrant, New OP General Partner and CIM Group Holdings.*](d42970dex103.htm)\n\n10.4\n  \n[Tax Receivable Agreement, dated as of June 24, 2026, by and among the Registrant, New OP and CIM Group Holdings.](d42970dex104.htm)\n\n10.5\n  \n[Registration Rights Agreement, dated as of June 24, 2026, by and among the Registrant and CIM Group Holdings.](d42970dex105.htm)\n\n99.1\n  \n[Joint Press Release, dated June 29, 2026.](d42970dex991.htm)\n\n99.2\n  \n[Joint Investor Presentation, dated June 29, 2026.](d42970dex992.htm)\n\n104\n  \nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n*\n\nIn accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have not been filed. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.\n\nCautionary Note Regarding Forward-Looking Information\n\nCertain statements contained in this Current Report on Form 8-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to: (i) the anticipated benefits of the proposed transaction to the Registrant and the Registrant’s stockholders, (ii) the anticipated impact of the proposed transaction on the combined company’s business, future financial and operating results, liquidity profile and access to capital, (iii) other aspects of both companies’ operations and operating results, and (iv) our goals, plans and projections with respect to our operations, financial position and business strategy. We caution that forward-looking statements are not guarantees. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that could cause or contribute to such material differences include: (i) the failure of the transaction to deliver the estimated value and benefits expected by the Registrant, including the failure of the combined company to generate sufficient cash to finance contemplated dividend amounts to stockholders and to successfully pursue a listing of the Registrant’s common stock on a national stock exchange, (ii) the incurrence of unexpected future costs, liabilities or obligations as a result of the transaction, (iii) the effect of the announcement of the transaction on the ability of the combined company to retain and hire necessary personnel and maintain relationships with clients and other material business counterparties, (iv) the failure of the Registrant to successfully transform into a diversified asset manager and to implement its plans, forecasts and other expectations with respect to CIM Group, LLC’s real assets management business and investment portfolio over time, (v) the failure of the combined company to declare and pay expected dividend amounts over the next three years and (vi) other risks and uncertainties inherent in a transaction of this size and nature. The payment of dividends in the future, if any, will be at the discretion of the Registrant’s board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, our overall financial condition, available distributable reserves and any other factors deemed relevant by the Registrant’s board of directors.\n\nIn addition to the statements referred to above, you can identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. Such forward-looking statements are subject to various risks and uncertainties, including those described above and those under the section entitled “Risk Factors” in the Registrant’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Registrant’s other filings with the SEC. The Registrant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.\n\nSIGNATURES\n\nPursuant 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 hereunto duly authorized.\n\n \n\n \n\n \nCIM GROUP, INC.\n\nDate: June 29, 2026\n \n\n \nBy:\n \n\n/s/ David Thompson\n\n \n\n \n\n \nDavid Thompson\n\n \n\n \n\n \nChief Financial Officer, Principal Accounting Officer and Treasurer"}