CMCT.NASDAQCreative Media & Community Trust CORP

10-K/A: Creative Media & Community Trust Corp. Amends 2025 Annual Report

Sentiment:

Annual Report Amendment 29 April 2026 5:24 PM

📋All filings for Creative Media & Community Trust CORP

Creative Media & Community Trust Corporation files Amendment No. 1 to its 2025 Form 10-K to include previously omitted Part III information regarding directors, executive compensation, and related party transactions.

Summary

This filing is an amendment (Amendment No. 1) to the original Form 10-K for the fiscal year ended December 31, 2025, filed by Creative Media & Community Trust Corporation.
The amendment is being made to provide information required by Items 10 through 14 of Part III, which was initially omitted.
This includes details on the Board of Directors, executive officers, executive compensation, security ownership, certain relationships and related transactions, and principal accountant fees.
The company underwent two 1-for-10 reverse stock splits on March 26, 2026, and April 20, 2026, with all share amounts adjusted retroactively.
As of April 24, 2026, there were 2,639,158 shares of common stock outstanding.
The aggregate market value of voting common stock held by non-affiliates as of June 30, 2025, was approximately $5.6 million.
Barry N. Berlin resigned from his executive roles (EVP, CFO, Treasurer, Secretary) on January 21, 2026, and Brandon Hill was appointed CFO and Treasurer.
The company's operations are externally managed by an affiliate of CIM Group, L.P. (the Operator), and administrative services are provided by CIM Service Provider, LLC (the Administrator).
Executive officers, including the CEO, are employed and compensated by affiliates of the Operator and Administrator, not directly by the Company.
For 2025, Barry N. Berlin received $147,000 in salary, $73,500 in bonus, and $5,607 in other compensation, totaling $226,107.
Director compensation includes an annual board retainer of $55,000, an audit committee chairman retainer of $20,000, and restricted shares valued at $55,000 annually.
Richard Ressler, Avraham Shemesh, and Shaul Kuba, founders of CIM Group, may be deemed beneficial owners of significant amounts of Common Stock and Series A Preferred Stock through CIM entities.
Related party transactions include asset management, property management, leasing, and construction management fees paid to CIM Group affiliates, totaling millions of dollars.
The company has a Fee Waiver agreement with the Operator and Administrator, waiving fees in excess of certain thresholds.
Deloitte & Touche LLP served as the principal accounting firm, with aggregate fees of $971,983 in 2025 and $1,215,827 in 2024 for audit and tax services.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly negative. While it provides necessary governance and compensation details, the significant related-party transactions and the company's negative financial performance (net losses, declining shareholder return) temper any positive sentiment.

Positives

The amendment provides comprehensive information on corporate governance, executive compensation, and related party transactions, enhancing transparency.
Independent directors are well-represented on the Board and its committees, with specific financial expertise noted for the Audit Committee Chair.
The company has a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.
All directors attended at least 75% of Board and committee meetings in 2025.
The company believes its insider trading policy is reasonably designed to promote compliance with insider trading laws.
The company has a written related person transaction policy overseen by independent directors.
The Audit Committee pre-approves all services provided by the outside auditors.

Negatives

The company's CEO and CFO are employed and compensated by affiliates of CIM Group, not directly by the Company, which could create potential conflicts of interest or reduce direct accountability.
The company had no employees as of the date of the amendment, indicating a potentially lean operational structure.
The Pay Versus Performance table shows a significant decrease in the value of an initial $100 investment based on Total Shareholder Return from $5.40 in 2024 to $0.40 in 2025, and a net loss of $39.575 million in 2025 compared to a loss of $25.750 million in 2024.
Barry N. Berlin received a severance payment of $350,000 and an additional payment of $250,000 upon his resignation.
Significant fees are paid to related parties for asset management, property management, and other services, totaling millions of dollars annually.
The company's financial performance, as indicated by net income loss and shareholder return, has been negative in recent years.

Risks

The company is exposed to various risks, with the entire Board assessing major risks and mitigation options.
The Audit Committee oversees risk assessment, risk oversight, and financial reporting risks.
The company has adopted an Insider Trading Policy to govern securities trading by officers, directors, employees, and certain employees of CIM Group.
The company's compensation policies and practices are not believed to be reasonably likely to have a material adverse effect due to having no employees.
The company's related party transactions, while governed by a policy, involve significant financial flows to affiliates of CIM Group, which could present inherent risks.
The company's financial performance, including net losses and declining shareholder return, presents a risk to future viability and investor confidence.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance. However, it details the ongoing structure of director compensation and related party agreements, suggesting continuity in these operational aspects.

Management Comments

The Board believes that the Company's current leadership structure, including the independent Audit Committee oversight function and the open access of the Board to the Company's executive officers and senior management, supports the oversight role of the Board in the Company's risk management.
The Nominating and Corporate Governance Committee believes that each member of the Board must possess high personal and professional ethics, integrity and values, and be committed to representing the long term interests of the stockholders, as well as an inquisitive mind, an objective perspective, practical wisdom and mature judgment.
The Compensation Committee does not believe that the Company's compensation policies and practices are reasonably likely to have a material adverse effect on the Company, given that the Company had no employees as of the date of the amendment.

Industry Context

StockSavvy.ai notes that this filing, an amendment to an annual report, focuses on corporate governance and executive compensation disclosures. This is typical for companies that may have initially omitted this information, often to streamline initial filings. The extensive related-party transactions with CIM Group affiliates highlight a common structure in real estate and investment trusts where management and operational services are provided by a related entity, necessitating careful review of fee structures and potential conflicts.

Comparison to Industry Standards

The director compensation structure, including retainers and equity awards, appears to align with industry practices for publicly traded companies of similar size and complexity, particularly those in real estate investment or management.
The use of an external operator and administrator (CIM Group affiliates) for management and administrative services is a common model in the REIT and alternative investment sectors, allowing for specialized expertise and economies of scale.
The fee structure, including base fees, incentive fees, and capital gains fees, is a standard component of investment management agreements in the industry, though the specific percentages and calculation methodologies are company-specific.
The company's adherence to Sarbanes-Oxley Act certifications (Section 302) for its CEO and CFO demonstrates compliance with regulatory requirements for financial reporting integrity, a standard expectation across all publicly traded entities.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer, Treasurer, Executive Vice President, Secretary	Barry N. Berlin	Brandon Hill	2026-01-21T00:00:00.000Z	Resignation of Barry N. Berlin

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors consists of seven directors, with a majority identified as independent.	N/A	Positive. A majority of independent directors supports robust oversight and alignment with shareholder interests.
Leadership Structure	The roles of Chairman of the Board (Richard Ressler) and Chief Executive Officer (David Thompson) are separated.	N/A	Positive. Separation of CEO and Chairman roles is generally considered good governance practice, promoting independent oversight.
Risk Oversight	The entire Board assesses major risks, with the Audit Committee specifically overseeing risk assessment, financial reporting risks, and cybersecurity compliance.	N/A	Positive. Structured approach to risk oversight by the Board and Audit Committee.
Code of Ethics	A Code of Business Conduct and Ethics applies to all directors, officers, and employees.	N/A	Positive. Establishes ethical standards for all personnel.
Director Nomination Procedures	The Nominating and Corporate Governance Committee considers diversity and qualifications for director candidates and will consider stockholder nominees.	N/A	Positive. Commitment to diversity and inclusion of stockholder input in board nominations.
Related Person Transaction Policy	A written policy governs the review, approval, and ratification of transactions with related persons, overseen by independent directors.	N/A	Positive. Formal policy aims to ensure fairness and transparency in transactions with related parties.

Related Party Transactions

Asset Management and Other Fees to Related Parties: CIM Urban and CIM Capital, LLC (affiliates of CIM Group) provide services under an Investment Management Agreement and Master Services Agreement. A Fee Waiver is in place to manage fees.
Operator Fees: For 2025, the Operator earned $1.4 million in asset management fees.
Property Management Fees: For 2025, CIM Management Entities earned $2.1 million in property management fees and were reimbursed $6.9 million for onsite management costs.
Leasing Commissions: For 2025, CIM Management Entities earned $235,000 in leasing commissions.
Construction Management Fees: For 2025, CIM Management Entities earned $532,000 in construction management fees and were reimbursed $1.1 million for development management.
Staffing and Reimbursement Agreement: For 2025, the Company incurred $2.6 million in expenses related to personnel and resources provided by CIM SBA Staffing, LLC.
Dealer Manager Fees: CCO Capital, an affiliate of CIM Group, acts as dealer manager for preferred stock offerings, earning dealer manager fees and selling commissions.
Investments with Affiliates: The Company has invested in joint ventures with CIM-managed entities, including the 1910 Sunset JV, 1902 Park JV, and 1015 Mansfield JV.
Lease Agreement: An affiliate of CIM Group leases approximately 30,000 sq ft from the 4750 Wilshire JV, in which the Company has a 20% interest.
Guaranty Agreement: The Company and CIM Group Investments, LLC provided a non-recourse carveout guaranty for a mortgage loan, with CIM Group jointly and severally liable in certain events.
Unsecured Term Loan Facility: An affiliate of CIM Group extended a $4.0 million unsecured term loan facility to the Company, which expired on January 21, 2026.

Stakeholder Impact

Shareholders: The amendment provides greater transparency on governance and compensation, but the company's negative financial performance and significant related-party transactions may impact investor confidence and stock value.
Employees: The company had no employees as of the amendment date, indicating a minimal direct impact on employees.
Creditors: The company's financial performance and related-party debt arrangements (e.g., unsecured term loan facility) could affect its ability to meet obligations.
Management/Directors: Compensation structures and related-party agreements directly impact management and directors, particularly those affiliated with CIM Group.

Next Steps

The company will continue to operate under its existing governance structure and related party agreements.
Future filings will reflect ongoing operations and any changes to compensation, governance, or related party arrangements.

Key Dates

Date	Description
1994-01-01T00:00:00.000Z	Year Shaul Kuba and Avraham Shemesh co-founded CIM Group, L.P.
1997-01-01T00:00:00.000Z	Year Richard Ressler became CEO of J2 Global, Inc.
2001-01-01T00:00:00.000Z	Year Richard Ressler co-founded the predecessor of OFSAM Holdings.
2007-04-01T00:00:00.000Z	Year Elaine Wong began as an associate in investor relations at CIM.
2009-01-01T00:00:00.000Z	Year David Thompson joined CIM Group, L.P.
2010-02-01T00:00:00.000Z	Year Elaine Wong became vice president, fundraising & investor relations at CIM.
2012-02-01T00:00:00.000Z	Year Elaine Wong became 1st vice president, global head of fundraising and investor relations at CIM.
2014-03-01T00:00:00.000Z	Year Douglas Bech and Richard Ressler became directors of the Company; David Thompson became CFO.
2014-03-11T00:00:00.000Z	Date of merger between the Company's predecessor and a fund managed by an affiliate of the Operator and Administrator, making Executive Employment Agreement effective for Mr. Berlin.
2015-02-01T00:00:00.000Z	Year Elaine Wong became a member of CIM's Investment Committee and served as CIM's global head of partner & co-investor relations.
2016-01-01T00:00:00.000Z	Year Richard Ressler co-founded OCV.
2018-02-01T00:00:00.000Z	Date David Thompson became CEO and Trustee of CIM Real Assets & Credit Fund.
2018-08-01T00:00:00.000Z	Date Richard Ressler became Chairman of the board of directors of CIM Real Estate Finance Trust, Inc. (CMFT).
2019-01-01T00:00:00.000Z	Year Avraham Shemesh became CEO and President and a director of CCIT II, and director of CCPT V.
2019-03-01T00:00:00.000Z	Date David Thompson became CEO of the Company.
2019-05-31T00:00:00.000Z	Effective date CCO Capital, LLC became the exclusive dealer manager for the Company's public offering of Series A Preferred Stock and Series A Preferred Warrants.
2019-10-01T00:00:00.000Z	Date Elaine Wong became a director of CMFT, CIM Income NAV, CCPT V, and CCIT II.
2020-01-01T00:00:00.000Z	Year the Company's offering of Series A Preferred Warrants ended.
2020-04-01T00:00:00.000Z	Effective date of amendment to Master Services Agreement to replace Base Service Fee with an incentive fee.
2020-12-01T00:00:00.000Z	Date CCIT III merged with and into CMFT.
2021-01-01T00:00:00.000Z	Year CIM Group, L.P. acquired by J2 Global, Inc.
2021-03-01T00:00:00.000Z	Date CCIT II merged with Peakstone Realty Trust.
2021-05-01T00:00:00.000Z	Date Douglas Bech retired from the board of directors of HollyFrontier Corporation.
2021-06-30T00:00:00.000Z	Date Elaine Wong retired from CIM Group, L.P.
2021-12-01T00:00:00.000Z	Date CIM Income NAV merged with and into CMFT.
2022-01-05T00:00:00.000Z	Date the Company and certain subsidiaries entered into a Fee Waiver with the Operator and the Administrator.
2022-02-01T00:00:00.000Z	Date the Company invested in the 1910 Sunset JV.
2022-03-01T00:00:00.000Z	Date Richard Ressler served as chairman of the investment risk management committee of CMFT.
2022-05-01T00:00:00.000Z	Date Elaine Wong became a director of the Company.
2022-05-01T00:00:00.000Z	Date Richard Ressler served as non-executive chairman of the board of Ziff Davis, Inc.
2022-06-16T00:00:00.000Z	Date the Company entered into the Third Amended and Restated Dealer Manager Agreement with CCO Capital.
2022-08-10T00:00:00.000Z	Date Barry N. Berlin was appointed chief financial officer and secretary of the Company.
2023-02-01T00:00:00.000Z	Date the Company and a CIM-managed interval fund purchased the 1902 Park JV.
2023-03-01T00:00:00.000Z	Date Shaul Kuba became chief investment officer of the Company.
2023-10-01T00:00:00.000Z	Date the Company and a co-investor affiliated with CIM Group acquired the 1015 Mansfield JV.
2024-02-01T00:00:00.000Z	Date David Thompson was elected as a Trustee of CIM Commercial Lending REIT.
2024-02-01T00:00:00.000Z	Date Avraham Shemesh served as a director of CMFT.
2024-03-01T00:00:00.000Z	Date Marcie Edwards served as a board member of S&C Electric Company.
2024-10-01T00:00:00.000Z	Date the 1902 Park JV admitted a new third-party co-investor.
2025-01-01T00:00:00.000Z	Fiscal year ended December 31, 2025.
2025-12-31T00:00:00.000Z	Fiscal year ended December 31, 2025.
2026-01-21T00:00:00.000Z	Date Barry N. Berlin resigned from his roles with the Company; Brandon Hill was appointed CFO and Treasurer.
2026-01-21T00:00:00.000Z	Date the Company's lending division sale closed, and the unsecured term loan facility expired.
2026-03-10T00:00:00.000Z	Date the Original Form 10-K for the year ended December 31, 2025 was filed.
2026-03-26T00:00:00.000Z	Date the Company effected a 1-for-10 reverse stock split on its Common Stock.
2026-04-20T00:00:00.000Z	Date the Company effected a 1-for-10 reverse stock split on its Common Stock.
2026-04-24T00:00:00.000Z	Date as of which outstanding shares of common stock were reported.
2026-04-29T00:00:00.000Z	Date of the filing of Amendment No. 1 to the Annual Report on Form 10-K.

Recommendation

hold

This filing is an amendment to an annual report, primarily providing supplementary information on corporate governance and executive compensation. It does not contain new financial results or strategic updates that would warrant a change in investment recommendation. The company's ongoing negative financial performance and significant related-party transactions suggest a cautious approach, making 'hold' the most appropriate recommendation based solely on this filing.

Keywords

Creative Media & Community Trust Corporation, Form 10-K/A, Annual Report, Amendment, SEC Filing, Corporate Governance, Executive Compensation, Related Party Transactions, Directors, CIM Group, Financial Reporting, Reverse Stock Split

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