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^*

Thompson David Andrew

(Last)

(First)

(Middle)

C/O CIM REAL ASSETS & CREDIT FUND

4700 WILSHIRE BOULEVARD

(Street)

LOS ANGELES

90010

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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		6,634.832	A	⁽¹⁾	19,884.211	D

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	⁽²⁾	06/30/2026		M			13,269.67	⁽¹⁾	⁽¹⁾	Common Stock	13,269.67	$0	65,960.17⁽³⁾	D

Explanation of Responses:

1. On June 30, 2026, the reporting person acquired 6,634.835 shares of the Issuer's common stock in connection with the vesting of 13,269.670 of the restricted stock units originally granted to CIM Real Estate Finance Management, LLC and assigned to the reporting person on a contingent basis on December 10, 2024, March 20, 2026 and March 31, 2026 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 13,269.670 restricted stock units originally granted to CIM Real Estate Finance Management, LLC and assigned to the reporting person on a contingent basis on December 10, 2024, March 20, 2026 and March 31, 2026 will vest on June 30, 2027.

2. 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.

3. Represents (i) the 30,433.66 restricted stock units originally granted to the reporting person on June 24, 2026 as an award under the issuer's 2024 Manager Equity Incentive Plan, which will vest in three equal annual installments beginning on April 15, 2027, (ii) the remaining 13,269.67 restricted stock units described in footnote 1, and (iii) the remaining 22,256.84 restricted stock units originally granted to CIM Real Estate Finance Management, LLC under the issuer's 2024 Manager Equity Incentive Plan and assigned to the reporting person on a contingent basis on various dates from March 15, 2024 to March 31, 2026, which will vest on various dates ranging from December 15, 2026 through April 15, 2028.

Remarks:

Chief Financial Officer, Principal Accounting Officer and Treasurer

	/s/ David Thompson	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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