
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): ~~August~~February 156, ~~2025~~2026

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 1.01			Entry into a Material Definitive Agreement.

On ~~August~~February 156, ~~2025~~2026 (the “Closing Date”), CMFT RECL Lending RF Sub WFAB, LLC (~~“Lender~~the ~~Sub~~“Borrower”), an indirect wholly- owned subsidiary of CIM Real Estate Finance Trust, Inc. (the “Company”), entered into that certain ~~Fourth~~Second Amendment to ~~Master~~the ~~Repurchase~~Loan and ~~Securities~~Security ~~Contract~~Agreement (the “~~Fourth~~Second Amendment”) with ~~Wells~~each ~~Fargo~~of ~~Bank,~~the ~~National~~lenders ~~Association~~from time to time party thereto (~~“Wells~~the ~~Fargo~~“Lenders”), ~~which~~Ally ~~amended~~Bank ~~that~~(the ~~certain~~“Bank”), ~~Master~~as ~~Repurchase~~administrative agent and ~~Securities~~arranger ~~Contract,~~(the by“Administrative Agent”), and ~~between~~U.S. ~~Lender~~Bank ~~Sub~~Trust ~~and~~Company, ~~Wells~~National ~~Fargo~~Association, ~~dated~~as ~~May~~the ~~20,~~collateral ~~2021~~custodian (the “~~CMFT~~Collateral ~~Repurchase Agreement~~Custodian”), which ~~was~~amended ~~entered~~the ~~into~~revolving ~~for~~loan ~~the~~and ~~purpose~~security ofagreement ~~providing~~by ~~financing~~and inbetween ~~connection~~the ~~with~~Borrower, ~~Wells~~Administrative ~~Fargo’s~~Agent, ~~purchase~~Collateral ofCustodian, ~~certain~~U.S. ~~eligible~~Bank ~~assets~~National ~~from~~Association, as the ~~Lender~~document ~~Sub~~custodian, ~~via~~and ~~advances~~Lenders, ~~from~~dated ~~Wells~~as ~~Fargo~~of toFebruary ~~the~~10, ~~Lender~~2023 ~~Sub~~ (the “~~CMFT~~Loan ~~Repurchase~~and ~~Facility~~Security Agreement”), as described in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on ~~May~~February 2616, ~~2021~~2023, ~~and~~ as amended on ~~October~~December 2813, ~~2021,~~2023. ~~March~~The 4Second Amendment, ~~2022~~among other things, ~~and~~extends ~~August~~the 31scheduled revolving period end date from February 10, ~~2022~~2026 asto ~~discussed~~February in6, a2029 ~~Current~~and ~~Report~~extends onthe ~~Form~~termination ~~8-K~~date ~~filed~~to ~~with~~be the ~~SEC~~earlier onof ~~November~~(i) 3,the ~~2021,~~date ~~March~~that ~~10,~~is ~~2022,~~two ~~and~~years ~~September~~after 7,the ~~2022,~~revolving ~~respectively.~~period ~~The~~end ~~Fourth~~date ~~Amendment,~~or ~~among~~(ii) ~~other~~the ~~things,~~date ~~extends~~of the ~~facility~~declaration of the termination date ~~from~~or ~~August~~the ~~30,~~date ~~2025~~of tothe ~~August~~automatic ~~30,~~occurrence ~~2026.~~of ~~Additionally,~~the termination date upon the ~~fee~~occurrence ~~letter~~and ~~that~~continuation ~~was~~of ~~entered~~an ~~into~~event inof ~~connection~~default. ~~with~~Additionally, the ~~CMFT~~Second ~~Repurchase~~Amendment ~~Agreement~~amends ~~was~~the ~~amended~~interest ~~and~~rate ~~restated~~under ~~to,~~the ~~among~~Loan ~~other~~and ~~things,~~Security ~~reduce~~Agreement from the ~~maximum~~Secured ~~financing~~Overnight ~~amount~~Financing ofRate ("SOFR") for the ~~CMFT~~relevant ~~Repurchase~~interest ~~Facility~~period ~~from~~plus ~~$750.0~~an ~~million~~applicable torate ~~approximately~~of ~~$512~~2.0875% ~~million~~(and an additional 2.00% ~~Other~~per ~~than~~annum ~~the~~following ~~modified~~an ~~terms~~event ~~described~~of ~~above,~~default) ~~the~~to ~~material~~an ~~terms~~interest rate of ~~the~~SOFR ~~CMFT~~plus ~~Repurchase~~an ~~Agreement~~applicable rate of 2.10% per annum (and ~~the~~an ~~CMFT~~additional ~~Repurchase~~2.00% ~~Facility,~~per asannum ~~previously~~following ~~amended,~~an ~~remain~~event ~~unchanged~~of default).

In ~~addition,~~connection onwith ~~August 15, 2025 (~~the ~~“Closing~~Second ~~Date”)~~Amendment, ~~CLR RE Lending Sub WF, LLC (~~the ~~“CLR~~Borrower ~~Seller”),~~entered ainto ~~subsidiary~~an ofamended ~~CIM~~and ~~Commercial~~restated ~~Lending~~collateral ~~REIT~~management ~~(“CLR”)~~agreement, ~~entered~~by ~~into~~and abetween ~~Master~~the ~~Repurchase~~Borrower ~~Agreement~~and (the ~~“CLR~~Company, ~~Repurchase~~as ~~Agreement”)~~collateral ~~with Wells Fargo (the “Buyer”)~~manager, which ~~provides~~amended the ~~CLR~~collateral ~~Seller~~management upagreement tothat ~~$250.0~~was ~~million~~entered ofinto ~~financing (the “CLR Maximum Financing Amount”)~~ in connection with ~~(i)~~ the ~~Buyer’s~~Loan ~~purchase of certain eligible assets from the CLR Seller~~ and ~~(ii)~~Security ~~future funding advances from the Buyer to the CLR Seller. The proceeds from the CLR Repurchase~~ Agreement ~~will be used~~ to, ~~finance~~among ~~certain~~other ~~commercial~~things, ~~real~~eliminate ~~estate~~U.S. ~~mortgage~~Bank ~~loans~~National ~~originated~~Association oras ~~acquired by CLR, a subsidiary of~~ the ~~Company,~~document ~~and/or its affiliates~~custodian.

~~Advances~~The ~~under~~Borrower ~~the~~also ~~CLR~~entered ~~Repurchase~~into ~~Agreement~~an ~~accrue~~amended ~~interest~~and atrestated ~~per~~fee ~~annum~~letter ~~rates~~by ~~based~~and onbetween the ~~Term~~Borrower ~~Secured~~and ~~Overnight~~the ~~Financing Rate (“SOFR”)~~Bank, ~~plus~~which was aamended ~~spread~~and restated to, beamong ~~determined~~other bythings, ~~the~~set ~~Buyer~~forth ~~on a case-by-case basis (“Price Differential”). The initial maturity date of~~ the ~~CLR~~arrangement ~~Repurchase~~relating ~~Agreement~~to iscompensation ~~August~~for ~~15,~~certain ~~2027,~~services ~~with~~rendered ~~three~~by ~~one-year extensions at~~ the ~~CLR~~Administrative ~~Seller’s~~Agent ~~option,~~in ~~which~~relation ~~may~~to ~~be exercised upon~~ the ~~satisfaction~~Loan ofand ~~certain~~Security ~~conditions set forth in the CLR Repurchase~~ Agreement.

InThe ~~connection~~foregoing ~~with~~description ~~the~~of ~~CLR Repurchase Agreement,~~ the ~~Company (~~the ~~“Initial~~Second ~~Guarantor”)~~Amendment ~~and~~does ~~CLR~~not ~~(the~~purport ~~“Replacement~~to ~~Guarantor”)~~be ~~(each,~~ a ~~“Guarantor”~~complete description and, ~~collectively,~~is ~~the~~qualified ~~“Guarantors”)~~in ~~entered~~its ~~into~~entirety aby ~~guaranty with~~ the ~~Buyer~~full ~~(the~~text ~~“Guaranty”) on a joint and several basis until the satisfaction~~ of ~~certain terms and conditions as set forth in~~ the ~~Guaranty~~Second Amendment, at which ~~point~~is ~~the~~attached ~~Replacement~~hereto ~~Guarantor~~as ~~will~~Exhibit ~~become the sole guarantor under the Guaranty (the “Guarantor Replacement Event”)~~10.1 ~~Under the Guaranty, the Initial Guarantor~~ and ~~the~~is ~~Replacement~~incorporated ~~Guarantor~~herein ~~agreed~~by ~~to guarantee the CLR Seller’s obligations under the CLR Repurchase Agreement~~reference. ~~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.~~

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.

Pursuant to the CLR Repurchase Agreement, the repurchase price of a purchased asset will equal the sum of (i) the outstanding purchase price of such purchased asset as of such date; (ii) the accrued and unpaid Price Differential of such purchased asset; and (iii) all other amounts due and payable by the CLR Seller, the Guarantors and the Pledgor (as defined in the CLR Repurchase Agreement) to the Buyer pursuant to the CLR Repurchase Agreement.

The CLR Repurchase Agreement and the Guaranty contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guaranty contains financial covenants that require the then-current Guarantor(s), after giving effect to the Guarantor Replacement Event, if applicable, to maintain: (i) minimum liquidity of not less than the lower of (a) $50.0 million and (b) the greater of (A) $10.0 million and (B) 5% of the Recourse Indebtedness (as defined in the Guaranty) of the then-current Guarantor(s); (ii) minimum tangible net worth (including consolidated subsidiaries) greater than or equal to the sum of (a) $1.0 billion 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 defined in the Guaranty) to interest expense greater than or equal to 1.40 to 1.00.

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.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						~~Fourth~~Second Amendment to ~~Master~~Loan ~~Repurchase~~and Security Agreement, dated ~~August~~February 156, ~~2025~~2026, by and between CMFT RECL Lending Sub WFAB, LLC, ~~and~~as ~~Wells~~borrower, ~~Fargo~~each of the lenders from time to time party thereto, Ally Bank, Nas administrative agent and arranger, and U.AS. Bank Trust Company, National Association, as collateral custodian.
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).

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: August 21, 2025	CIM REAL ESTATE FINANCE TRUST, INC.
Dated: February 12, 2026	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)

Filing Compare · CIM REAL ESTATE FINANCE TRUST, INC.