CIM GROUP, INC.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001498547-26-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001498547-26-000047
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 158 previous paragraphs and 146 current paragraphs.
8 unchanged; 13 reworded; 125 added; 136 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 14 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (125)
Current report
For periods presented prior to the closing of the Transactions, the historical financial information reflects the historical activity of the accounting acquirer, consisting of the combined operations of the Contributed Entities, and excludes the historical activity of CMFT prior to the Transactions. The internal transaction analysis concluded that, following the reverse acquisition, reports filed after closing should present comparative historical periods as if the accounting acquirer were the continuing reporting entity.
Current report
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to CIM Group, Inc. and its consolidated subsidiaries. References in this Quarterly Report on Form 10-Q to our “clients” may include our partners, co-investors, stockholders, advisory clients, funds, managed accounts, and co-investment vehicles, as well as borrowers, tenants, and others to whom we provide services as part of our businesses of directly managing real estate, infrastructure, and credit.
Current report
Our Business
Current report
On June 24, 2026 (the “Transaction Date”), the Company completed the Transactions pursuant to which the real assets management business and portfolio of investments conducted through the Contributed Entities were acquired by CMFT to form the combined Company. For accounting purposes, the Transactions are treated as a reverse acquisition in which the accounting acquirer consists of the Contributed Entities and the historical financial statements presented for periods prior to completion of the Transactions represent the historical financial results of the Contributed Entities.
Current report
CIM Group, Inc. is a diversified real assets management and real asset investment platform. Through its integrated operating model, the Company deploys capital on behalf of funds, partners and co-investors while also deploying its own principal capital across a range of real asset, credit and other investment strategies. The Company generates earnings from real assets management activities, including management fees, incentive fees, performance allocations, transaction-related revenues and other service revenues, as well as from returns generated on its strategic holdings.
Current report
The Company operates through two reportable segments, Asset Management and Strategic Holdings. These segments reflect how management evaluates the business, allocates capital and assesses operating performance.
Current report
Asset Management
Current report
Our Asset Management segment represents our primary operating business and provides real assets management, development, property management, leasing, servicing, capital markets and other real asset services to Funds and other entities managed or sponsored by the Company or its affiliates. Our Asset Management segment generates revenues primarily from management fees, incentive fees, performance allocations and other service revenues earned from managed vehicles. Management evaluates the recurring earnings profile of the Asset Management segment primarily through Fee-Related Earnings (“FRE”), a measure that reflects management fee and other recurring revenues, or Fee-Related Revenues (“FRR”) less compensation and operating expenses associated with managing the platform. FRE is intended to provide clients with insight into the core profitability of the Company’s real assets management operations before the effects of investment-related and other non-recurring activities.
Current report
The Company’s integrated platform provides sourcing, real assets management, property operations, development, leasing, fundraising, accounting, legal, treasury and other support services to vehicles and strategic partners. The Company manages assets on behalf of institutional clients, high-net-worth clients and its own balance sheet and leverages its vertically integrated operating capabilities to seek to create value throughout investment cycles.
Current report
Strategic Holdings
Current report
The Strategic Holdings segment includes the Company’s balance sheet investments and investment activities, including interests in managed Funds, direct investments, real estate holdings, infrastructure assets and certain legacy CMFT investments and lending activities. The segment principally reflects the performance of the Company's proprietary capital investments and strategic investment portfolio.
Current report
The segment includes investments carried at fair value and under the equity method, interests in Funds and other investment vehicles, investments in real estate and infrastructure assets, and certain real estate credit investments and lending activities from the legacy CMFT business.
Current report
The Transactions
Current report
In connection with the Transactions, the Company reorganized its ownership structure through CMFH, to which CMGH contributed all of the issued and outstanding equity interests of the Contributed Entities. As consideration, CMGH received 907,376,073.663 newly issued CMFH Class A LP Units and 907,376,073.663 shares of newly created Special Voting Preferred Shares, representing 67.5% of the economic and voting ownership of the combined company immediately following the closing of the Transactions.
Current report
The remaining 32.5% of the economic and voting ownership of the combined company is owned by the Company’s pre-transaction stockholders through (i) their continued ownership of the issued and outstanding shares of the Company and (ii) the Company’s retaining 436,884,776.208 CMFH Class B LP Units representing 32.5% economic ownership of CMFH.
Current report
The Transactions resulted in the businesses of the Contributed Entities becoming the operating business of the public company now known as CIM Group, Inc. The Transactions were accounted for as a reverse acquisition under U.S. GAAP, with the Contributed Entities deemed to be the accounting acquirer and legacy CMFT deemed to be the accounting acquiree. Following the Transactions, the combined company operates as a diversified real assets management and investment platform.
Current report
As a result of the reverse acquisition accounting, the Company’s consolidated financial statements for periods prior to the closing date of the Transactions reflect the historical financial results, financial position and cash flows of the Contributed Entities, rather than those of CMFT. Accordingly, historical-period information presented in this Quarterly Report is not directly comparable to results for periods subsequent to the completion of the Transactions because post-Transactions results include the acquired CMFT operations, assets and liabilities from the Transaction Date forward.
Current report
Management evaluates the business and allocates resources following the Transactions through two reportable segments: Asset Management and Strategic Holdings. The Asset Management segment primarily reflects the historical operations of CIM Group Management, LLC, which generates revenues from management fees, incentive fees, performance allocations and related service revenues earned from managed vehicles and affiliated entities. The Strategic Holdings segment primarily reflects the Company's proprietary investment activities, including historical investments held by CIM Group Investments, LLC together with the assets, liabilities and operations acquired from CMFT.
Current report
The Transactions significantly changed the nature, scale and composition of the Company's business, revenues, assets and earnings profile. Prior to the Transactions, CMFT operated primarily as a real estate credit-focused REIT with investments concentrated in senior secured mortgage loans, net-leased real estate and other credit investments. Following the Transactions, the Company generates earnings from both a real assets management platform and a portfolio of strategic investments, resulting in a more diversified business model and revenue base.
Current report
Investors should therefore consider the impact of the Transactions when comparing current-period results to historical periods, as such comparisons may not be meaningful due to differences in reporting entities, business activities, asset composition, revenue sources and segment structure before and after the Transactions.
Current report
Continuing Transaction-Related Arrangements
Current report
In connection with the Transactions, the Company and CMFH entered into several continuing arrangements with CMGH that may materially affect the Company’s future results, liquidity and capital structure. CMGH may receive additional CMFH Class A LP Units and an equivalent number of Special Voting Preferred Shares based on the achievement of cumulative fee-related revenue thresholds during the period from January 1, 2026 through December 31, 2028, which could increase CMGH’s economic and voting ownership of the combined company by up to approximately 3.75%. The related earnout liability is remeasured at fair value each reporting period, with changes in fair value recognized in earnings, and had an estimated fair value of $407.5 million as of June 30, 2026. If earnout units are issued, CMFH also will be required to make a special cash distribution to CMGH for certain distributions attributable to those units following the end of the earnout period.
Current report
Subject to applicable law, CMFH also is required during the three-year period following the closing to make distributions intended to be sufficient to permit the Company to pay common-stock dividends of an aggregate $0.06 per share per quarter for the first four full fiscal quarters following the closing, $0.07 per share for the next four fiscal quarters and $0.095 per share for the following four fiscal quarters. CMFH’s obligation may be waived, in whole or in part, by a majority of the independent members of the Board, and the declaration and payment of Company dividends remain subject to applicable law and the authority and applicable duties of the Board.
Current report
In addition, the Company is required to use commercially reasonable efforts to initiate a national securities exchange listing process within 24 months following the closing and to complete a listing within five years. Before a listing, the Company also is required to pursue additional third-party capital under which at least 50% of net proceeds would be reserved for redemptions or repurchases of common shares held by unaffiliated stockholders. If a listing is not completed within five years, the Company must evaluate and pursue a recapitalization or, in certain circumstances, another strategic transaction intended to provide stockholder liquidity. These commitments do not assure that any listing or other liquidity transaction will occur or provide liquidity at a particular time or value.
Current report
Comparability of Historical Results
Current report
The Company’s results of operations, financial position and cash flows for periods presented before and after the completion of the Transactions are not directly comparable. Because the Transactions were accounted for as a reverse acquisition, historical periods prior to June 24, 2026 reflect the historical operations of the Contributed Entities, while periods subsequent to the Transactions include the results of the combined company, including the acquired operations, assets and liabilities of CMFT from the Transaction Date forward.
Current report
Accordingly, period-over-period comparisons of revenues, expenses, assets, liabilities, cash flows and operating results may not be meaningful and should be considered in the context of the Transactions. Changes between periods may be attributable, in whole or in part, to differences in the composition of the reporting entity, the inclusion of CMFT’s operations after the Transaction Date, changes in the Company's reportable segments, and the impact of purchase accounting adjustments and transaction-related activities.
Current report
Unless otherwise indicated, management's discussion of operating results focuses on the factors management believes materially affected the Company’s performance during the applicable period. Stockholders should evaluate period-to-period fluctuations with consideration of the significant changes in the Company’s business, asset composition, sources of earnings and capital structure resulting from the Transactions.
Current report
Business Environment
Current report
The operating results of our business are influenced by economic conditions, capital markets activity, fundraising trends, asset valuations, transaction activity, and client demand for real assets management strategies.
Current report
During 2026, the real assets management industry continued to be affected by elevated interest rates, inflationary pressures, geopolitical uncertainty and periodic volatility across equity, fixed income and real estate markets. Although these conditions have created challenges for transaction activity and asset realizations in certain markets, institutional and wealth clients continue to seek exposure to real assets management strategies as a source of income, diversification and long-term value creation.
Current report
Our real assets management business is primarily driven by management fees, incentive fees, performance allocations, reimbursements and other service revenues earned from managed vehicles and related parties. The level and composition of these revenues are influenced by capital formation activity, assets owned and operated, investment performance, transaction volume, development activity, leasing activity and other real estate operating fundamentals. As a result, market conditions may affect both the timing and amount of revenues recognized by the real assets management business.
Current report
The performance of our Strategic Holdings business is affected primarily by the value and operating performance of the assets we own, either directly or through Funds and other vehicles. Asset values may fluctuate based on changes in property-level operating performance, capitalization rates, interest rates, credit conditions, transaction markets and broader economic conditions. Because a substantial portion of these assets are reported at fair value, changes in market conditions may result in increased variability in reported earnings from period to period.
Current report
Within real estate markets, higher financing costs have continued to influence transaction activity and property valuations across certain sectors. At the same time, fundamentals have generally remained more resilient in sectors supported by favorable demand trends, including infrastructure-related assets, residential housing-related assets, select industrial properties and other sectors benefiting from long-term demographic and economic trends. Market conditions remain uneven across property types, particularly within portions of the office sector, where changes in space utilization patterns continue to affect leasing demand and valuations. Similar themes were identified in the legacy CMFT business and remain relevant to portions of our investment portfolio.
Current report
Looking forward, we believe our diversified revenue streams, integrated real assets platform, long-standing client relationships and capabilities position us to continue serving clients across a variety of market environments. However, future results may be affected by changes in economic conditions, interest rates, capital markets activity, fundraising trends, asset performance, transaction volumes and other factors that influence the real assets management industry and the value of the assets we manage and own.
Current report
Key Business Metrics
Current report
Assets Owned and Operated (AOO):
Current report
Assets Owned and Operated (AOO) is an operating metric that represents the assets owned or operated by the Company on behalf of partners, co-investors and clients, including where the Company deploys capital alongside such parties or directly for its own account, whether or not the Company has discretion, in each case without duplication. AOO includes assets owned and operated through Funds, investment in other owner-operators of real assets, and Strategic Holdings. AOO generally represents balances as of the most recently available reported quarter-end, which corresponds to the beginning of the current reporting quarter.
Current report
AOO is calculated as the sum of (i) total gross asset value, typically carried at fair value, assuming 100% ownership; and (ii) contractually binding unfunded client commitments.
Current report
The Company believes AOO is a useful measure because it reflects the scale of the assets, capital and management platforms that the Company owns, operates or manages. The Company uses the term Assets Owned and Operated because ownership and operations are core elements of how the Company operates, builds and manages assets on behalf of and alongside its partners, clients and stockholders.
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Removed paragraphs (136)
Previous report
The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:
Previous report
•We are subject to risks associated with bankruptcies or insolvencies of our borrowers and tenants and from borrower or tenant defaults generally.
Previous report
•Our credit and real estate investments subject us to domestic and international political, economic, capital markets and other conditions and events, including ongoing geopolitical tensions in the Middle East.
Previous report
•We are subject to fluctuations in interest rates which could reduce our ability to generate income on our credit investments.
Previous report
•We are subject to risks associated with global trade disruption, significant introduction of trade barriers and bilateral trade frictions, including due to tariffs and other changes to trade policy in the U.S. and other jurisdictions, together with any downturns in the global economy resulting therefrom.
Previous report
•We are subject to an increase in inflation that could increase our credit and real estate portfolio related costs at a higher rate than our rental income and other revenue and adversely impact demand for rental space and future extensions of our tenants’ leases.
Previous report
•We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as significant disruptions of CIM Group’s information technology (“IT”) networks and related systems.
Previous report
•We are subject to competition from entities engaged in lending which may impact the availability of origination and acquisition opportunities acceptable to us.
Previous report
•We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
Previous report
•We are subject to risks associated with tenant, geographic and industry concentrations with respect to our investments and properties.
Previous report
•Our properties, intangible assets and other assets, as well as the property securing our loans or other investments, may be subject to impairment charges.
Previous report
•We could be subject to unexpected costs or unexpected liabilities that may arise from dispositions.
Previous report
•We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may suffer delays or be unable to acquire, dispose of, or lease properties on advantageous terms.
Previous report
•We have substantial indebtedness, which may affect our ability to pay distributions and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
Previous report
•We are subject to risks associated with the incurrence of additional secured or unsecured debt.
Previous report
•We may not be able to maintain profitability.
Previous report
•We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations.
Previous report
•Our continued compliance with debt covenants depends on many factors and could be impacted by current or future economic conditions.
Previous report
•We may be affected by risks resulting from losses in excess of insured limits.
Previous report
•We may fail to remain qualified as a REIT for U.S. federal income tax purposes or revoke our REIT election.
Previous report
•We could be subject to a material tax liability if our sales of properties are treated as prohibited transactions.
Previous report
•We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability or reduce our operating flexibility.
Previous report
•We may be unable to list our shares on a national securities exchange in a particular timeframe or at all.
Previous report
•If we, our operating partnership and any other subsidiaries do not maintain exemptions from registration under the Investment Company Act of 1940, as amended, we will be subject to significant regulations and restrictions on our business and investments, which could materially and adversely impact us.
Previous report
Definitions
Previous report
We use certain defined terms throughout this Quarterly Report on Form 10-Q that have the following meanings:
Previous report
The phrase “annualized rental income” refers to the straight-line rental revenue under our leases on operating properties owned as of the respective reporting date, which includes the effect of rent escalations and any tenant concessions, such as free rent, and excludes any contingent rent, such as percentage rent. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized rental income is not indicative of future performance.
Previous report
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. The tenant generally agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease. There are various forms of net leases, most typically classified as either triple-net or double-net. Triple-net leases typically require the tenant to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs, including roof, structure and parking lot). Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance).
Previous report
Overview
Previous report
We are a non-traded REIT that seeks to attain attractive risk-adjusted returns and create long term value for our stockholders by investing in a diversified portfolio of senior secured mortgage loans, creditworthy long-term net-leased property investments and other senior loan and liquid credit investments. Our investment strategy allows us to adapt over time in order to respond to evolving market conditions and to capitalize on investment opportunities that may arise at different points in the economic and real estate investment cycle. Subject to market conditions, we expect to pursue a listing of our common stock on a national securities exchange at such time as our Board determines that such a listing would be in the best interests of our stockholders, though we can provide no assurance that a listing will happen in a particular timeframe or at all.
Previous report
We were formed on July 27, 2010, and we elected to be taxed, and conduct our operations to qualify, as a REIT for U.S. federal income tax purposes. We are externally managed by CMFT Management and, with respect to investments in securities and certain other investments of ours, our Investment Advisor, each of which is an affiliate of CIM Group, a vertically-integrated community-focused real estate and infrastructure owner, operator, lender and developer.
Previous report
As of March 31, 2026, our loan portfolio consisted of 77 loans with a net book value of $3.1 billion, and 14 investments in real estate-related securities and other of $167.6 million. The Company conducts and expects to continue to conduct its commercial real estate lending business through CLR, a Maryland statutory trust and subsidiary of the Company which we expect to be taxed as a REIT for U.S. federal income tax purposes. As of March 31, 2026, CLR holds a diversified portfolio of approximately $1.5 billion which includes first mortgage loans with a net book value of $1.3 billion, CMBS with an estimated fair value of $63.5 million, and an investment in the Unconsolidated Joint Venture with a carrying value of $115.5 million.
Previous report
As of March 31, 2026, we owned 199 commercial real estate properties, which consisted of 184 retail properties, eight office properties, and seven industrial properties, representing 22 industry sectors and comprising approximately 6.6 million rentable square feet of commercial space located in 36 states, with a net book value of $1.0 billion. As of March 31, 2026, we owned condominium developments with a net book value of $12.0 million.
Previous report
During the three months ended March 31, 2026, we disposed of three properties encompassing approximately 87,000 gross rentable square feet, as further discussed in Note 4 — Real Estate Assets to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Previous report
Our operating results and cash flows are primarily influenced by interest income from our credit investments, rental and other property income from our commercial properties, interest expense on our indebtedness and credit investments and other operating expenses. In general, our business model is such that rising interest rates will correlate to increases in our net income, while declining interest rates will correlate to decreases in our net income. As of March 31, 2026, 89.8% of our CMBS and loans held-for-investment by carrying value earned a floating rate of interest, indexed to SOFR, and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans. CMFT Management reviews our investment portfolio and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. In addition, as 95.8% of our rentable square feet was under lease, including any month-to-month agreements, as of March 31, 2026, with a weighted average remaining lease term of 10.2 years, we believe our exposure to changes in commercial rental rates on our portfolio is substantially mitigated, except for vacancies caused by tenant bankruptcies or other factors. Our manager regularly monitors the creditworthiness of our tenants by reviewing each tenant’s financial results, any available credit rating agency reports on the tenant or guarantor, the operating history of the property with such tenant, the tenant’s market share and track record within its industry segment, the general health and outlook of the tenant’s industry segment and other information for changes and possible trends. If our manager identifies significant changes or trends that may adversely affect the creditworthiness of a tenant, it will gather a more in-depth knowledge of the tenant’s financial condition and, if necessary, attempt to mitigate the tenant credit risk by evaluating the possible sale of the property or identifying a possible replacement tenant should the current tenant fail to perform on the lease.
Previous report
Macroeconomic Environment
Previous report
Thethree months ended March 31, 2026 have been characterized by a mix of positive and challenging developments leading to continued volatility in global markets. Investor concerns over inflation, continued high interest rates, slowing economic growth, uncertainty around the impacts of imposed tariffs, political and regulatory uncertainty and geopolitical conditions have persisted.
Previous report
Heightened inflation caused the Federal Reserve to raise interest rates in 2022 and 2023. Although the majority of our business model is such that elevated interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect the ability of our existing borrowers to pay debt service, tenants and property values of our own portfolio and the assets that serve as collateral for our loans. The Federal Reserve began to decrease interest rates in the second half of 2024 and in September, November, and December 2025; however the timing, direction and extent of any future interest rate changes remains uncertain. In a period of declining interest rates, our interest income on floating-rate investments may generally decrease, subject to the impact of interest rate floors in our investment portfolio.
Previous report
In addition, the U.S. office sector has been adversely affected by the increase in remote working arrangements and, over the past several years, the retail sector has been adversely affected by electronic commerce. These negative factors have been considered in the determination of our CECL allowance. We may be required to record further increases to our current expected credit loss reserves in the future, depending on the performance of our portfolio and broader market conditions, and there may be volatility in the level of our CECL reserves, particularly if market conditions relevant to the office sector do not improve. Any such reserve increases are difficult to predict.
Previous report
For a complete discussion of risk factors related to the economy that could impact our lending and our business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Reworded paragraphs (13)
Previous wording
The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. Certain risks may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a complete discussion of such risk factors, see Item 1A — Risk Factors of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to those terms in “Part I — Financial Information” of this Quarterly Report on Form 10-Q, including the notes to the condensed consolidated financial statements contained therein, and the terms “we,” “us,” “our” and the “Company” refer to CIM Real Estate Finance Trust, Inc.
Current wording
The following discussion and analysis of the financial condition and results of operations of CIM Group, Inc. (the “Company”) should be read together with the unaudited condensed combined and consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q is the first quarterly report following the completion of the Transactions on June 24, 2026, following which the registrant changed its name from CIM Real Estate Finance Trust, Inc. (“CMFT”) to CIM Group, Inc. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to those terms in “Item 1 - Financial Statements,” including the notes to the condensed combined and consolidated financial statements contained therein, in this “Part I - Financial Information” of this Quarterly Report on Form 10-Q.
Previous wording
This Quarterly Report on Form 10-Q includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. In addition, these risks and uncertainties include those associated with general economic, market and other conditions. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required to satisfy our obligations under federal securities law. The forward-looking statements should be read in light of the risk factors identified in Item 1A — Risk Factors of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
This Quarterly Report on Form 10-Q includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In addition, these risks and uncertainties include those associated with general economic, market and other conditions. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required to satisfy our obligations under federal securities law. The forward-looking statements should be read in light of the risk factors identified in “Part II - Other Information, Item 1A — Risk Factors” of this Quarterly Report on Form 10-Q.
Previous wording
We are not aware of any material trends or uncertainties, other than ongoing geopolitical tensions in the Middle East and national economic conditions affecting real estate in general, such as inflation and heightened interest rates and uncertainty around the impacts of imposed tariffs and other changes to trade policy in the U.S. and other jurisdictions, that may reasonably be expected to have a material impact on our results from the acquisition, management and operation of properties and credit investments other than those listed in the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q.
Current wording
We are not aware of any material trends or uncertainties, other than ongoing geopolitical conflicts in the Middle East and Ukraine and national economic conditions affecting real estate in general, such as inflation and heightened interest rates and the uncertainty around the impacts of imposed and threatened tariffs and retaliatory tariffs and other changes to trade policy in the U.S. and other jurisdictions, that may reasonably be expected to have a material impact on our results from the acquisition, management and operation of properties and credit investments other than those listed in the risk factors set forth in this Quarterly Report on Form 10-Q.
Previous wording
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Current wording
Net loss was $26.0 million for the three months ended June 30, 2026, compared to net income of $41.8 million for the three months ended June 30, 2025, a change of $67.8 million. The change was primarily due to increased non-segment expenses discussed in more detail under “Non-Segment Items”, partially offset by an increase of $1.4 million in total segment earnings (discussed in more detail in the following Summary Segment Results).
Previous wording
•Recoverability of Real Estate Assets; and
Current wording
Net investment income represents revenues from consolidated investments, which consists of rental and other property income from consolidated real estate assets and interest income from consolidated credit investments, net of investment expenses, which consists of property operating expenses, real estate taxes, interest expense associated with Strategic Holdings financing activities, asset-level operating costs, costs associated with managing investment properties, and other expenses directly related to the Company’s investment portfolio.
Previous wording
Our Board authorized the following monthly distribution amounts per share, payable to stockholders as of the record date for the applicable month, during the year ended December 31, 2025 and the three months ended March 31, 2026 for the periods indicated below:
Current wording
Our Board authorized the following monthly distribution amounts per share, payable to stockholders as of the record date for the applicable month, for the periods indicated below subsequent to the Transaction Date:
Previous wording
As of March 31, 2026, we had distributions payable of $14.8 million.
Current wording
As of June 30, 2026, we had distributions payable of $14.6 million.
Previous wording
As of March 31, 2026, we had debt outstanding with a carrying value of $2.7 billion and a weighted average interest rate of 4.7%. See Note 9 — Repurchase Facilities, Notes Payable and Credit Facilities to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for certain terms of our debt outstanding, including extension options.
Current wording
As of June 30, 2026, we had debt outstanding with a carrying value of $3.0 billion and a weighted average interest rate of 4.7%. See Note 5 — Credit Facilities, Notes Payable and Repurchase Facilities to our condensed combined and consolidated financial statements in this Quarterly Report on Form 10-Q for certain terms of our debt outstanding, including extension options.
Previous wording
(2)Comprised of our unfunded loan commitments to provide additional CRE loan, corporate senior loan and liquid corporate senior loan financing as of March 31, 2026. The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the final maturity date; however, we may be obligated to fund these commitments earlier than such date. This table does not include $81.3 million of unfunded commitments related to the NewPoint JV.
Current wording
(1)Comprised of our unfunded loan commitments to provide additional CRE loan, corporate senior loan and liquid corporate senior loan financing as of June 30, 2026. The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the final maturity date; however, we may be obligated to fund these commitments earlier than such date.
Previous wording
(3)Interest payments on the variable rate debt, credit facilities and repurchase facilities have been calculated based on outstanding balances as of March 31, 2026 through their respective maturity dates. This is only an estimate as actual amounts borrowed and interest rates could vary over time.
Current wording
(2)Interest payments on the variable rate debt, credit facilities and repurchase facilities have been calculated based on outstanding balances as of June 30, 2026 through their respective maturity dates. This is only an estimate as actual amounts borrowed and interest rates could vary over time.
Previous wording
Operating Activities. Net cash provided by operating activities increased by $720,000 for the three months ended March 31, 2026, as compared to the same period in 2025. The change was primarily due to an increase in net interest income of $2.1 million, primarily driven by decreased interest expense of $7.9 million, as compared to a decrease in interest income of $5.8 million. The decrease in interest expense was driven by a decrease in outstanding borrowings of $367.5 million during the three months ended March 31, 2026. See “— Results of Operations” for a more complete discussion of the factors impacting our operating performance.
Current wording
Operating Activities. Net cash provided by operating activities decreased by $6.2 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily due to increased proceeds from investments, offset by lower net income during the period. See “— Results of Operations” for a more complete discussion of the factors impacting our operating performance.
Previous wording
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 — Summary of Significant Accounting Policies to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. We consider our critical accounting policies to be the following:
Current wording
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 — Summary of Significant Accounting Policies to our condensed combined and consolidated financial statements in this Quarter Report on Form 10-Q. We consider our critical accounting policies to be the following:
Previous wording
We have entered into agreements with CMFT Management and our Investment Advisor whereby we agree to pay certain fees to, or reimburse certain expenses of, CMFT Management, the Investment Advisor or their affiliates. In addition, we have invested in, and may continue to invest in, certain co-investments with funds that are advised by an affiliate of CMFT Management. We may also originate loans to third parties that use the proceeds to finance the acquisition of real estate from funds that are advised by an affiliate of CMFT Management. See Note 11 — Related-Party Transactions and Arrangements to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion of the various related-party transactions, agreements and fees.
Current wording
See Note 7 — Related-Party Transactions and Arrangements to our condensed combined and consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion of the various related-party transactions, agreements and fees.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations