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RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
 6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
NOTE 7 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
Revenues Earned from Related Party Funds and Affiliates
Substantially all of the Company’s revenues are earned from the Funds being managed, directly or indirectly, by the Company, including management fees, incentive fees, performance allocations, and reimbursements. The related receivables are presented in management fees and other receivables from related parties in the condensed combined and consolidated balance sheets. Management fees and incentive fees earned from Funds consolidated by the Company are eliminated in consolidation.
Certain subsidiaries of CMFH provide leasing, property management, development and other real estate services to entities affiliated with certain founders. Fees for these services are established under the applicable service agreements and are generally based on fee arrangements used for similar services provided to Funds or other managed accounts.
In certain arrangements, the Company serves as manager of record and engages an affiliated entity as sub-manager. Substantially all fees earned under those arrangements are paid to the affiliated sub-manager (and so are not recognized as revenues or expenses by the Company), resulting in no net economic benefit to the Company.
The following table details the management and other revenue earned from other entities affiliated with certain founders of the Company for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
Management fees and other revenue - affiliates
$
1,932 
$
6,352 
$
2,846 
$
12,425 
Management Fees and Other Receivables from Related Party Funds and Affiliates
Management fees and other receivables from related parties include unpaid management fees, transaction fees and reimbursable expenses from the Funds the Company manages and their portfolio companies, reimbursable payments for certain operating costs incurred by these Funds as well as their related parties and other related party amounts arising from transactions.
The following table details the components of management fees and other receivables from related party Funds, as well as from entities affiliated with certain founders of the Company as of June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026
December 31, 2025
Management fees receivable
$
42,847 
$
58,275 
Other receivables
65,830 
75,063 
Total (1)
$
108,677 
$
133,338 
__________________________________
(1)Includes amounts due from entities affiliated with certain founders of the Company as of June 30, 2026 and December 31, 2025 of $7.3 million and $8.7 million, respectively.
Management fees receivable represent fees receivable for real property management and related real property services (including property management, development management, leasing, and sales brokerage services) performed for related parties and for entities affiliated with certain founders of the Company at rates agreed upon and set forth in the applicable agreements.
Other receivables from related parties represents amounts receivable for operating costs and expenses paid or incurred by the Company on behalf of related parties and for entities affiliated with certain founders of the Company pursuant to the applicable agreements. These amounts include costs associated with due diligence services provided in connection with potential acquisitions of properties, organizational costs of new Funds and certain Fund expenses. The Company is also reimbursed for payroll, general and administrative expenses, and other related costs incurred in connection with services or functions provided or made available to the Funds and/or their assets. Such reimbursement is generally at cost with no profit to, or markup by, the Company.
Earnout Arrangement
In connection with the Transactions, the Company and CMFH entered into an earnout arrangement with CMGH, the holder of the CMFH Class A LP Units and the Company’s Special Voting Preferred Shares. Under the arrangement, CMGH may become entitled to receive additional CMFH Class A LP Units and an equivalent number of Special Voting Preferred Shares based on the achievement of specified cumulative fee-related revenue thresholds during the period from January 1, 2026 through December 31, 2028. If additional CMFH Class A LP Units are issued pursuant to the earnout, CMFH also will be required to make a special cash distribution to CMGH equal to the distributions CMGH would have received with respect to such units during the period from the day immediately following the end of the earnout period through the date the earnout consideration is issued. If the earnout were achieved in full, CMGH would be entitled to additional CMFH Class A LP Units in an amount that would be sufficient (assuming no change in the relative number of CMFH Class A LP Units and shares of our common stock outstanding at the closing of the Transactions) such that the economic interest in CMFH held by CMGH and the Company as of the closing of the Transactions would have been 71.25% and 28.75%, respectively (or an additional approximately 175.3 million CMFH Class A LP Units to be held by CMGH). As of June 30, 2026, the fair value of the earnout liability was $407.5 million. See Note 2 — Summary of Significant Accounting Policies, and Note 3 — Fair Value Measurements, for additional information regarding the earnout arrangement and its valuation.
Tax Receivable Agreement
In connection with the Transactions, the Company entered into a Tax Receivable Agreement with CMFH and CMGH. Pursuant to the agreement, the Company generally is required to pay CMGH 85% of certain tax benefits, if any, realized by the Company as a result of future exchanges of CMFH Class A LP Units and other transactions contemplated by the agreement. As of June 30, 2026, the Company had not recorded a liability under the Tax Receivable Agreement. See Note 6 — Commitments and Contingencies, for additional information regarding the Tax Receivable Agreement.
Guarantees
The Company guarantees certain of CLR’s indebtedness, including as a joint and several guarantor of the applicable Lending Subs’ obligations under the Repurchase Facilities, until the Company is permitted to be removed as a guarantor upon satisfaction of certain conditions set forth in the applicable guaranty, as discussed further in Note 5 — Credit Facilities, Notes Payable and Repurchase Facilities.
Affiliate Transactions
Services and Cost-Sharing Arrangements with Affiliates
Certain subsidiaries of CMFH enter into service, cost-sharing and expense-reimbursement arrangements with entities affiliated with certain founders of the Company. Under these arrangements, the Company may receive executive, administrative, office, travel, asset oversight, monitoring, sub-advisory and other services and may also provide services or incur costs on behalf of related parties. Reimbursable travel costs under these arrangements include, from time to time, the use of aircraft owned or operated by founder-affiliated entities. Such aircraft usage is reimbursed at an hourly rate that management believes is below the cost of third-party charter services for comparable aircraft.
The following table details expenses to founder-affiliates included in general and administrative expenses in the condensed combined and consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 including sub-adviser fees paid to affiliates in accordance with sub-advisory agreements (in thousands):
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
Sub-adviser fees
$
489 
$
1,518 
$
1,325 
$
2,799 
Travel expenses
444 
614 
1,083 
993 
Other
115 
130 
254 
204 
Leases
Certain subsidiaries of CMFH lease office space and corporate housing from entities affiliated with certain founders. The Company also shares certain office locations with an affiliated sub-adviser and is allocated lease costs based on the relative usage of the applicable space. Additionally, certain subsidiaries of the Company lease office space from related Funds.
The following table details rent expense included in general and administrative expenses in the condensed combined and consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
Rent expense to affiliates
$
1,006 
$
994 
$
2,225 
$
1,958 
Rent expense to related Funds
104 
1,014 
280 
1,989 
Total
$
1,110 
$
2,008 
$
2,505 
$
3,947 
Due to Affiliates
As of June 30, 2026 and December 31, 2025, the Company had the following payables due to entities affiliated with certain founders of the Company included in due to related parties (in thousands):
June 30, 2026
December 31, 2025
Due to affiliates
$
5,836 
$
6,592 
Total
$
5,836 
$
6,592 
Investments with Affiliates
The Company may acquire interests alongside its affiliated Funds or its other affiliates in accordance with the Company’s investment objectives and applicable allocation policies. Such interests may include interests in commercial real estate loans, corporate credit investments, equity interests and other real estate-related assets.
As of June 30, 2026, the Company held certain investments that were originated, acquired or co-invested alongside affiliated Funds. These investments are managed in the ordinary course of business in accordance with the Company's investment allocation and conflict management policies.
During the six months ended June 30, 2026, the Company co-invested alongside affiliated Funds in certain credit investments. As of June 30, 2026, the aggregate principal balance of such loans was approximately $527.0 million.
The Company holds an interest in a CLO subordinated note issued by OFSI BSL XIV CLO, Ltd., an affiliate of the Company’s sub-advisor. The collateral manager for OFSI BSL XIV CLO, Ltd. is OFS CLO Management II, LLC, an affiliate of the sub-advisor. As of June 30, 2026, the fair value of the Company’s interest in the CLO subordinated note was approximately $15.8 million.
Joint Ventures with Affiliates
The Company maintains interests in certain joint ventures with affiliated Funds. As of June 30, 2026, the Company had interests in NewPoint JV with a carrying value of $140.3 million.