Item 4 — Purpose of Transaction
On June 24, 2026, the Issuer acquired the real assets management business and portfolio of investments of Legacy CIM as part of a series of transactions undertaken to establish the Issuer as a diversified owner, operator, lender, developer and real assets management platform. These transactions (collectively, the "Transactions") consisted of: * The formation by the Issuer of a new operating partnership, CIM Finance Holdings, LP ("New OP"), in which CIM Finance Holdings GP, LLC, a wholly-owned subsidiary of the Issuer ("New OP General Partner"), is the sole general partner. * The contribution by the Issuer of all of the Issuer's equity interests in CIM Real Estate Finance Operating Partnership, LP ("Existing OP") to New OP in exchange for limited partnership units in New OP ("New OP Class B LP Units"). * The contribution and assignment by the Issuer of all of the Issuer's other material assets and liabilities to Existing OP, including the Second Amended and Restated Management Agreement, dated March 24, 2023 (the "Original Management Agreement"), by and between the Issuer and CIM Real Estate Finance Management, LLC, a Delaware limited liability company (the "Manager"). * The contribution by CIM Group Holdings of all of the issued and outstanding equity interests of CIM Group Management, LLC and CIM Group Investments, LLC (the "Contributed Entities"), which comprise Legacy CIM's real assets management business and portfolio, together with $1,000 of cash consideration, to New OP in exchange for newly issued Class A limited partnership units in New OP possessing the same economic rights as the New OP Class B LP Units and certain consent rights (the "New OP Class A LP Units") and Special Voting Preferred Shares. As a result of the Transactions, CIM Group Holdings holds 907,376,073.663 New OP Class A LP Units and 907,376,073.663 Special Voting Preferred Shares, representing approximately 67.5% economic and voting ownership of the combined company. Messrs. Ressler, Shemesh and Kuba may be deemed to beneficially own the 907,376,073.663 New OP Class A LP Units, or 100% of the outstanding New OP Class A LP Units, held by CIM Group Holdings by virtue of being the control persons of CIM Holdings, which has the right to appoint a number of directors that constitutes a majority of the board of directors of Legacy CIM, which is the sole manager of CIM Group Management Holdings, which is the sole managing member of CIM Group Holdings. Each of Messrs. Ressler, Shemesh and Kuba disclaims beneficial ownership of the reported New OP Class A LP Units except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Schedule 13D shall not be deemed an admission of beneficial ownership of all of the reported shares for any purpose. See Item 6 for a description of contracts, arrangements, understandings or relationships with respect to securities of the Issuer, which, among other things, include covenants and other agreements by CIM Group Holdings relating to the potential acquisition of additional securities of the Issuer, the composition of the Board, and the Issuer's capitalization and certain other corporate transactions. The information set forth or incorporated in Item 6 with respect to such matters is incorporated by reference in this Item 4. As permitted by law, and subject to the terms of the contracts and arrangements described in Item 6, the Reporting Persons may purchase additional securities or may dispose of all or a portion of the securities that they now beneficially own or may hereafter acquire in open market or privately negotiated transactions or otherwise, including to and/or from Legacy CIM and its affiliates. Messrs. Ressler, Shemesh and Kuba are members of the Issuer's executive management team. Additionally, Mr. Ressler is the chairman of the Board, and the Contribution Agreement contemplates the appointment of Messrs. Shemesh and Kuba to the Board following the consummation of the Transactions. As such, Messrs. Ressler, Shemesh and Kuba are or will be actively involved in influencing and considering the strategy and operations of the Issuer. Mr. Ressler, as Chief Executive Officer is and will be involved, and Messrs. Ressler, Shemesh and Kuba, as Board members, will be involved in the oversight of, all significant aspects of the Issuer, including the Issuer's business, operations, management, ownership, capital and corporate structure, dividend policy, corporate governance, Board composition, incentive programs and transactions as a means of enhancing shareholder value, including share repurchases and strategic and other corporate transactions. Messrs. Ressler, Shemesh and Kuba have in the past considered and may in the future consider a wide variety of matters and plans or proposals that could result in the occurrence of any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. As a result of their ownership interest in the Issuer, the Reporting Persons exer