SEC FORM 4

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SEC Form 4

FORM 4

UNITED 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

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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

85016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIM GROUP, INC. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		M		177,400.194	A	⁽¹⁾	177,400.194	I	By CIM Real Estate Finance Management, LLC⁽²⁾
Common Stock	06/30/2026		J		177,400.194⁽³⁾	D	⁽³⁾	0	I	By CIM Real Estate Finance Management, LLC⁽²⁾
Common Stock								100	I	By CIM Group Holdings, LLC⁽⁴⁾
Special Voting Preferred Stock								907,376,073.663	I	By CIM Group Holdings, LLC⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	06/30/2026		M			354,800.388⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	354,800.388	$0	4,693,080.293⁽⁶⁾	I	By CIM Real Estate Finance Management, LLC⁽²⁾
Class A-1 Limited Partnership Units	⁽⁷⁾⁽⁸⁾							⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	821,175,346.665		821,175,346.665	I	By CIM Group Holdings, LLC⁽⁴⁾
Class A-2 Limited Partnership Units	⁽⁷⁾⁽⁸⁾							⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	86,200,726.998		86,200,726.998	I	By CIM Group Holdings, LLC⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

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 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.

5. 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.

6. 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.

7. 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.

8. (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.

Remarks:

	/s/ Richard S. Ressler	07/02/2026
	** Signature of Reporting Person	Date
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).
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