
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~August 1715, 2025

CIM Real Estate Finance Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Commission file number 000-54939

Maryland

27-3148022

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification Number)

2398 East Camelback Road, 4th Floor

Phoenix,

Arizona

85016

(Address of principal executive offices)

(Zip Code)

(602)

778-8700

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On August 15, 2025, CMFT RE Lending RF Sub WF, LLC (“Lender Sub”), an indirect wholly-owned subsidiary of CIM Real Estate Finance Trust, Inc. (the “Company”), ~~held~~entered ~~its~~into ~~2025~~that ~~Annual~~certain ~~Meeting~~Fourth Amendment to Master Repurchase and Securities Contract (the “Fourth Amendment”) with Wells Fargo Bank, National Association (“Wells Fargo”), which amended that certain Master Repurchase and Securities Contract, by and between Lender Sub and Wells Fargo, dated May 20, 2021 (the “CMFT Repurchase Agreement”), which was entered into for the purpose of ~~Stockholders~~providing financing in connection with Wells Fargo’s purchase of certain eligible assets from the Lender Sub via advances from Wells Fargo to the Lender Sub (the “~~Annual~~CMFT ~~Meeting~~Repurchase Facility”), as described in the Company’s Current Report on ~~July~~Form 178-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 26, 2021, and as amended on October 28, 2021, March 4, 2022, and August 31, 2022 as discussed in a Current Report on Form 8-K filed with the SEC on November 3, 2021, March 10, 2022, and September 7, 2022, respectively. The Fourth Amendment, among other things, extends the facility termination date from August 30, 2025 to August 30, 2026. Additionally, the fee letter that was entered into in connection with the CMFT Repurchase Agreement was amended and restated to, among other things, reduce the maximum financing amount of the CMFT Repurchase Facility from $750.0 million to approximately $512.0 million. Other than the modified terms described above, the material terms of the CMFT Repurchase Agreement and the CMFT Repurchase Facility, as previously amended, remain unchanged.

~~The~~In ~~following~~addition, ison aAugust ~~brief~~15, ~~description~~2025 of(the ~~each~~“Closing ~~matter~~Date”), ~~voted~~CLR ~~upon~~RE atLending ~~the~~Sub ~~Annual~~WF, ~~Meeting~~LLC ~~and~~(the “CLR Seller”), a ~~statement~~subsidiary of ~~the~~CIM ~~number~~Commercial ofLending ~~votes~~REIT ~~cast~~(“CLR”), ~~for~~entered orinto ~~against~~a ~~and~~Master ~~the~~Repurchase ~~number~~Agreement of(the ~~abstentions~~“CLR ~~and~~Repurchase ~~broker~~Agreement”) ~~non-votes~~ with ~~respect~~Wells toFargo ~~each~~(the ~~matter~~“Buyer”), aswhich ~~applicable~~provides the CLR Seller up to $250.0 ~~The~~million ~~matters~~of ~~are~~financing ~~described~~(the in“CLR ~~detail~~Maximum Financing Amount”) in connection with (i) the ~~Company~~Buyer’s ~~definitive~~purchase ~~proxy~~of ~~statement~~certain aseligible ~~filed~~assets ~~with~~from the ~~Securities~~CLR Seller and ~~Exchange~~(ii) ~~Commission~~future onfunding ~~Schedule~~advances ~~14A~~from onthe ~~April~~Buyer 29to the CLR Seller. The proceeds from the CLR Repurchase Agreement will be used to finance certain commercial real estate mortgage loans originated or acquired by CLR, ~~2025~~a (subsidiary of the ~~“Proxy~~Company, ~~Statement”)~~and/or its affiliates.

~~The~~Advances ~~Election~~under ofthe ~~Directors~~CLR Repurchase Agreement accrue interest at per annum rates based on the Term Secured Overnight Financing Rate (“SOFR”), plus a spread to ~~Hold~~be ~~Office~~determined ~~Until~~by the ~~2026~~Buyer ~~Annual~~on ~~Meeting~~a case-by-case basis (“Price Differential”). The initial maturity date of ~~Stockholders~~the ~~and~~CLR ~~Until~~Repurchase ~~Their~~Agreement ~~Successors~~is ~~Are~~August ~~Duly~~15, ~~Elected~~2027, ~~and~~with ~~Qualify~~three one-year extensions at the CLR Seller’s option, which may be exercised upon the satisfaction of certain conditions set forth in the CLR Repurchase Agreement.

~~All~~In ofconnection with the ~~director~~CLR ~~nominees~~Repurchase ~~listed~~Agreement, ~~below~~the ~~were~~Company ~~elected~~(the by“Initial Guarantor”) and CLR (the ~~requisite~~“Replacement ~~vote~~Guarantor”) of(each, a “Guarantor” and, collectively, the ~~Company’s~~“Guarantors”) ~~stockholders~~entered tointo ~~hold~~a ~~office~~guaranty ~~until~~with the ~~next~~Buyer ~~annual~~(the ~~meeting~~“Guaranty”) on a joint and several basis until the satisfaction of ~~stockholders~~certain terms and conditions as set forth in ~~2026~~the ~~and~~Guaranty, ~~until~~at ~~his~~which ~~respective~~point ~~successor~~the ~~has~~Replacement ~~been~~Guarantor ~~duly~~will ~~elected~~become the sole guarantor under the Guaranty (the “Guarantor Replacement Event”). Under the Guaranty, the Initial Guarantor and ~~qualifies~~the orReplacement ~~until~~Guarantor ~~his~~agreed ~~earlier~~to ~~resignation~~guarantee orthe ~~removal~~CLR asSeller’s ~~follows:~~obligations under the CLR Repurchase Agreement. Subject to certain exceptions, the maximum aggregate liability under the Guaranty will not exceed 25% of the aggregate outstanding repurchase price of all purchased assets.

Nominee	Votes For	Withhold	Broker Non-Votes
Richard S. Ressler	71,239,093	8,482,070	148,359,090
T. Patrick Duncan	70,857,818	8,863,345	148,359,090
W. Brian Kretzmer	70,715,325	9,005,838	148,359,090
Jason Schreiber	71,113,630	8,607,533	148,359,090
Howard A. Silver	71,236,504	8,484,659	148,359,090

Pursuant to the CLR Repurchase Agreement, the initial purchase price for a purchased asset is the product of (i) the applicable percentage, which is up to 75% or another percentage as determined by the Buyer for hotel assets and up to 80% or another percentage as determined by the Buyer for all other asset types, and (ii) the Market Value (as defined in the CLR Repurchase Agreement) of the purchased asset.

~~Approval,~~Pursuant onto athe ~~Non-Binding~~CLR ~~Advisory~~Repurchase ~~Basis~~Agreement, the repurchase price of a purchased asset will equal the ~~Compensation~~sum of (i) the ~~Company’s~~outstanding ~~Named~~purchase ~~Executive~~price ~~Officers~~of ~~for~~such purchased asset as of such date; (ii) the ~~Fiscal~~accrued ~~Year~~and ~~Ended~~unpaid ~~December~~Price 31Differential of such purchased asset; and (iii) all other amounts due and payable by the CLR Seller, ~~2024~~the Guarantors and the Pledgor (as defined in the CLR Repurchase Agreement) to the Buyer pursuant to the CLR Repurchase Agreement.

The ~~Company’s~~CLR ~~stockholders~~Repurchase Agreement and the Guaranty contain representations, warranties, covenants, conditions precedent to funding, events of ~~record~~default ~~approved~~and indemnities that are customary for agreements of these types. In addition, onthe aGuaranty ~~non~~contains financial covenants that require the then-~~binding~~current ~~advisory~~Guarantor(s), ~~basis~~after giving effect to the Guarantor Replacement Event, if applicable, to maintain: (i) minimum liquidity of not less than the ~~compensation~~lower of (a) $50.0 million and (b) the ~~Company’~~greater of (A) $10.0 million and (B) 5% of the Recourse Indebtedness (as defined in the Guaranty) of the then-current Guarantor(s); ~~named~~(ii) ~~executive~~minimum ~~officers~~tangible ~~for~~net worth (including consolidated subsidiaries) greater than or equal to the ~~fiscal~~sum ~~year~~of ~~ended~~(a) ~~December~~$1.0 ~~31,~~billion ~~2024~~plus (b) 75% of the equity issued by the Guarantors (including consolidated subsidiaries) following the Closing Date, minus (c) the aggregate amount of any equity redemptions or similar transactions by the Guarantors (including consolidated subsidiaries) following the Closing Date; (iii) maximum leverage ratio of total indebtedness to total equity less than or equal to 4.00 to 1.00; and (iv) minimum interest coverage ratio of EBITDA (as ~~described~~defined in the ~~Proxy~~Guaranty) ~~Statement,~~to asinterest ~~follows:~~expense greater than or equal to 1.40 to 1.00.

Votes For						Votes Against						Abstentions						Broker Non-Votes
61,262,944						10,917,657						7,540,562						148,359,090

The foregoing summary of the the Fourth Amendment, the CLR Repurchase Agreement and the Guaranty does not purport to be a complete description and is qualified in its entirety by the full text of the Fourth Amendment, the CLR Repurchase Agreement and the Guaranty, which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.

~~Recommendation,~~Item on2.03 aCreation ~~Non-Binding~~of ~~Advisory~~a ~~Basis,~~Direct ofFinancial ~~the~~Obligation ~~Frequency~~or ofan ~~Future~~Obligation ~~Stockholder~~under ~~Advisory~~an ~~Votes~~Off-Balance onSheet ~~the~~Arrangement ~~Compensation~~ of ~~the~~a ~~Company’s Named Executive Officers~~Registrant.

The ~~Company’s~~information ~~stockholders~~set offorth ~~record~~under ~~recommended,~~Item on1.01 aof ~~non-binding~~this ~~advisory~~Current ~~basis,~~Report ~~the~~on ~~frequency~~Form of8-K ~~future~~is ~~stockholder~~hereby ~~advisory~~incorporated ~~votes~~by onreference ~~the~~into ~~compensation~~this ofItem ~~the~~2.03 ~~Company’s~~in ~~named~~its ~~executive officers, as follows:~~entirety.

1 Year						2 Years						3 Years						Abstentions						Broker Non-Votes
67,869,267						2,638,063						2,546,135						667,698						148,359,090


Item 9.01			Financial Statements and Exhibits.

~~Based~~(d) onExhibits the results of the advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, and consistent with the recommendation of the Company’s board of directors, the Company has determined it will hold an advisory vote on named executive officer compensation every year until the next required advisory vote on the frequency of such votes.

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025


Exhibit No.						Description
10.1						Fourth Amendment to Master Repurchase Agreement, dated August 15, 2025, by and between CMFT RE Lending Sub WF, LLC and Wells Fargo Bank, N.A.
10.2						Master Repurchase Agreement, dated August 15, 2025, by and between CLR RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.
10.3						Guaranty, dated as of August 15, 2025, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Wells Fargo Bank, N.A.








104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The requisite vote of the Company’s stockholders of record ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
219,189,555						3,138,784						5,751,914						—

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 22, 2025	CIM REAL ESTATE FINANCE TRUST, INC.
Dated: August 21, 2025	CIM REAL ESTATE FINANCE TRUST, INC.
	By:	/s/ Nathan D. DeBacker
	Name:	Nathan D. DeBacker
	Title:	Chief Financial Officer, Principal Accounting Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

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