Creative Media & Community Trust Corp. Announces Director Changes and Material Agreement

TL;DR

Board shakeup at CMCT, new director in, old one out, plus a big deal signed.

AI Summary

Creative Media & Community Trust Corp. announced on November 6, 2025, the departure of director David Hamamoto and the election of new director Michael A. Smith. The company also entered into a material definitive agreement, the details of which are not fully disclosed in this filing but are expected to be significant.

Why It Matters

Changes in board composition and the execution of a material definitive agreement can signal strategic shifts or significant operational developments for the company.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and changes in directorship, which could introduce new risks or opportunities not yet fully understood.

Key Players & Entities

• Creative Media & Community Trust Corp. (company) — Registrant
• David Hamamoto (person) — Departing Director
• Michael A. Smith (person) — Newly Elected Director
• November 6, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value CMCT The Nasdaq Stock Mar
• $44 million — he purchase price will be approximately $44 million (which is net of the outstanding balanc
• $31 million — roceeds to the Company of approximately $31 million. The Membership Interest Purchase Agre
• $350,000 — the Company (i) a severance payment of $350,000 and (ii) an additional payment of (x) $
• $270,000 — 0 and (ii) an additional payment of (x) $270,000 if the resignation is effective on or p
• $250,000 — on or prior to December 14, 2025 or (y) $250,000 if the resignation is effective on or a

Filing Documents

• tm2530969d1_8k.htm (8-K) — 33KB
• tm2530969d1_ex10-1.htm (EX-10.1) — 48KB
• tm2530969d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-25-109739.txt ( ) — 273KB
• cmct-20251106.xsd (EX-101.SCH) — 3KB
• cmct-20251106_lab.xml (EX-101.LAB) — 33KB
• cmct-20251106_pre.xml (EX-101.PRE) — 22KB
• tm2530969d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 12, 2025, Creative Media & Community Trust Corporation (the "Company") announced that the Company and First Western SBLC, Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company ("First Western"), entered into a membership interest purchase agreement, dated as of November 6, 2025 (the "Membership Interest Purchase Agreement"), with PG FR Holding, LLC, a Delaware limited liability company (the "Buyer"). Pursuant to the Membership Interest Purchase Agreement, and upon the terms and subject to the conditions therein, Buyer will purchase from the Company all of the issued and outstanding equity interests of First Western (the "Transactions"). The Company estimates that, pursuant to the Membership Interest Purchase Agreement and based on information related to First Western's assets and other matters as of September 30, 2025, the purchase price will be approximately $44 million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), subject to adjustment and updated information through the closing (the "Closing") of the Transactions. Upon the Closing and giving effect to the payment of other debt, transaction expenses and other matters, the Transactions are expected to yield net cash proceeds to the Company of approximately $31 million. The Membership Interest Purchase Agreement contains representations, warranties, covenants and indemnification obligations that are customary for a transaction of this type, including, among others, covenants by First Western to use reasonable best efforts to conduct the business of First Western in the ordinary course between execution of the Membership Interest Purchase Agreement and the Closing. The Closing is subject to the receipt of the U.S. Small Business Administration's consent to the acquisition by the Buyer of the equity interests in First Western and certain customary closing

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Transactions, at the Closing Mr. Berlin will resign from his roles as an Executive Vice President of the Company, Chief Financial Officer of the Company, Treasurer of the Company and Secretary of the Company. Mr. Berlin will be succeeded by (i) Brandon Hill as Chief Financial Officer of the Company and Treasurer of the Company and (ii) Christopher Filosa as Secretary of the Company, in the case of (i) and (ii) effective immediately after Mr. Berlin's resignation. Mr. Hill, age 39, has served as 1 st Vice President – Fund Accounting & Reporting for CIM Group, L.P. since March 2022. Prior to his role as 1 st Vice President – Fund Accounting & Reporting, Mr. Hill served as Vice President – Financial Reporting of CIM Group, L.P. from 2018 until 2022. Affiliates of CIM Group, L.P. act as operator and administrator to the Company and/or certain of its subsidiaries. There are no arrangements or understandings between Mr. Hill and any person pursuant to which Mr. Hill was selected as an officer, and no family relationships exist between Mr. Hill and any director or executive officer of the Company. Mr. Hill is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with Mr. Berlin's resignation, on November 6, 2025, the Company, CIM Group, L.P., CIM SBA Staffing, LLC ("CIM SBA Staffing) and Mr. Berlin entered into a Separation Agreement and General Mutual Release of all Claims (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Berlin will receive from the Company (i) a severance payment of $350,000 and (ii) an additional payment of (x) $270,000 if the resignation is effective on or prior to December 14, 2025 or (y) $250,000 if the resignation is effective on or after December 15, 2025,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 12, 2025, the Company issued a press release announcing the execution of the Membership Interest Purchase Agreement. A copy of such press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 of this Current Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Confidential Separation Agreement and General Mutual Release of all Claims, by and between, CIM SBA Staffing, LLC, Creative Media & Community Trust Corporation, CIM Group, L.P. and Barry N. Berlin. 99.1 Press Release, dated November 12, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CREATIVE MEDIA & COMMUNITY TRUST CORPORATION Dated: November 12, 2025 By: /s/ Barry N. Berlin Barry N. Berlin Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR