As filed with the Securities and Exchange Commission on November 9, 2020

Registration No. 333-249294333-249292

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CIM REAL ESTATE FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

2398 East Camelback Road, 4^th Floor

Phoenix, Arizona 85016

(602) 778-8700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard S. Ressler

Chairman of the Board of Directors, Chief Executive Officer and President

2398 East Camelback Road, 4^th Floor

Phoenix, Arizona 85016

(602) 778-8700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effectiveness of this registration statement and the satisfaction

or waiver of all other conditions to the closing of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ���☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended:

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Issuer Third Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. CIM Real Estate Finance Trust, Inc. may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities nor should it be considered a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED NOVEMBER 9, 2020

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Cole Credit Property Trust V,Office & Industrial REIT (CCIT III), Inc.

To the Stockholders of Cole Credit Property Trust V,Office & Industrial REIT (CCIT III), Inc. (“CCPT V”CCIT III”):

On August 30, 2020, CCPT V,CCIT III, CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), and Thor VIII Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of CMFT (“Merger Sub”), entered into an Agreement and Plan of Merger (as amended on each of October 22, 2020, October 24, 2020 and October 29,November 3, 2020, the “CCPT V“CCIT III Merger Agreement”) pursuant to which CCPT VCCIT III will merge with and into Merger Sub (the “CCPT V“CCIT III Merger”), with Merger Sub surviving the CCPT VCCIT III Merger, such that following the CCPT VCCIT III Merger, the surviving entity will continue as a wholly owned subsidiary of CMFT. Pursuant to the CCPT VCCIT III Merger Agreement, at the effective time of the CCPT VCCIT III Merger, each issued and outstanding share of CCPT V’sCCIT III’s Class A common stock, $0.01 par value per share, and Class T common stock, $0.01 par value per share (collectively, the “CCPT V“CCIT III Common Stock”), will be converted into the right to receive 2.8921.098 shares of CMFT’s common stock, $0.01 par value per share (“CMFT Common Stock”).

The CCPT VCCIT III Merger Agreement was entered into after a thorough due diligence and negotiation process conducted by a special committee of CCPT V’sCCIT III’s board of directors (the “CCPT V“CCIT III Special Committee”) and a special committee of CMFT’s board of directors (the “CMFT Special Committee”), each of which was comprised solely of independent directors and each of which engaged separate legal counsel and financial advisors. The boards of directors of each of CCPT VCCIT III and CMFT, based on the unanimous recommendation of the CCPT VCCIT III Special Committee and CMFT Special Committee, respectively, each unanimously approved the CCPT VCCIT III Merger. The obligations of CCPT VCCIT III and CMFT to effect the CCPT VCCIT III Merger are subject to the satisfaction or waiver of several conditions set forth in the CCPT VCCIT III Merger Agreement, as described in this proxy statement/prospectus, including the approval of CCPT VCCIT III stockholders.

CCPT VCCIT III will hold a special meeting of its stockholders on December 17, 2020 (the “CCPT V“CCIT III Special Meeting”) to vote on the CCPT VCCIT III Merger and the other proposals described in this proxy statement/prospectus. After careful consideration, and following the unanimous recommendation of the CCPTCCIT VIII Special Committee, the CCPTCCIT VIII board of directors unanimously recommends that you vote “FOR” each of the proposals to be considered at the CCPTCCIT VIII Special Meeting.

No matter the size of your investment in CCPTCCIT V,III, your vote is very important. Whether or not you expect to attend the CCPT VCCIT III Special Meeting, please authorize a proxy to vote on your behalf as promptly as possible by completing, signing, dating and mailing your proxy card in the pre-addressed postage-paid envelope provided or by authorizing your proxy by one of the other methods specified in this proxy statement/prospectus. This saves CCPT VCCIT III time and money it would otherwise spend to solicit your vote.

If the CCPT VCCIT III Merger was consummated on June 30, 2020, the portfolio of the surviving company (the “CCPT V/“CCIT III/CMFT Combined Company”) would have a total asset value of approximately $4.7$4.08 billion, consisting of 531383 properties in 4542 states comprised of approximately 21.518.5 million square feet. On a pro forma basis, the CCPT V/CCIT III/CMFT Combined Company portfolio would have an occupancy rate as of June 30, 2020 of approximately 95.2%95%.

Concurrently with its entry into the CCPT VCCIT III Merger Agreement, CMFT entered into a separate definitive agreement to acquire Cole Office & Industrial REIT (CCIT III),Credit Property Trust V, Inc. (“CCPT V”). The consummation of CMFT’s merger with CCIT IIICCPT V and the CCPT VCCIT III Merger are not contingent upon one another. However, if both mergers were consummated on June 30, 2020, the portfolio of the surviving company (the “Fully Combined Company”) would have a total asset value of approximately $4.8 billion, consisting of 533 properties in 45 states comprised of approximately 22.0 million square feet. On a pro forma basis, the Fully Combined Company portfolio would have an occupancy rate as of June 30, 2020 of approximately 95.3%.

This proxy statement/prospectus provides you with detailed information about the CCPT VCCIT III Special Meeting, the CCPT VCCIT III Merger Agreement, the CCPT VCCIT III Merger and other related matters. We encourage you to read this proxy statement/prospectus in its entirety before voting. In particular, you should carefully consider the discussion in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 30.29.

Sincerely,

Avraham ShemeshRichard S. Ressler

Chairman of the Board President andof Directors, Chief Executive Officer and President

Cole Credit Property Trust V,Office & Industrial REIT (CCIT III), Inc.

Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [                    ], 2020, and is first being mailed to CCPT VCCIT III stockholders on or about [                    ], 2020.

COLE CREDIT PROPERTY TRUST V,OFFICE & INDUSTRIAL REIT (CCIT III), INC.

2398 Camelback Road, 4^th Floor

Phoenix, Arizona 85016

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder of Cole Credit Property Trust V,Office & Industrial REIT (CCIT III), Inc.:

You are cordially invited to attend a special meeting of stockholders (the “CCPT V“CCIT III Special Meeting”) of Cole Credit Property Trust V,Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (“CCPT V”CCIT III”), to be held at 11:9:00 a.m. Pacific Time on December 17, 2020. The meeting will be held as a virtual meeting conducted exclusively via live webcast at www.proxydocs.com/CCPTV.CCITIII. For procedures for attending the virtual meeting, please refer to the section entitled “Questions and Answers about the CCPT VCCIT III Merger and the CCPT VCCIT III Special Meeting” beginning on page 1 of this proxy statement/prospectus.

The purpose of the CCPT VCCIT III Special Meeting is to consider and vote upon the following proposals:

THE CCPT VCCIT III BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” EACH OF THE ABOVE PROPOSALS.

Approval of each of the CCPT VCCIT III Merger Proposal and CCPT VCCIT III Charter Amendment Proposal is a condition to the consummation of the CCPT VCCIT III Merger. If either of such proposals is not approved, the CCPT VCCIT III Merger will not be consummated.

The CCPT VCCIT III board of directors has fixed the close of business on October 13, 2020 as the record date for the CCPT VCCIT III Special Meeting. Only the holders of record of shares of CCPT V’sCCIT III’s Class A common stock, $0.01 par value per share (the “CCPT V“CCIT III Class A Common Stock”), and holders of record of shares of CCPT V’sCCIT III’s Class T common stock, $0.01 par value per share (the “CCPT V“CCIT III Class T Common Stock” and, collectively with the CCPT VCCIT III Class A Common Stock, the “CCPT V“CCIT III Common Stock”), as of the close of business on October 13, 2020 are entitled to notice of and to vote at the CCPT VCCIT III Special Meeting and any adjournment or postponement thereof.

This proxy statement/prospectus is dated as of                     [                ],, 2020 and is first being mailed to you on or about                     [                ],, 2020. We urge you to carefully read this proxy statement/prospectus in its entirety, including the annexes and any other documents incorporated by reference therein.

Your vote is important regardless of the number of shares of CCPTCCIT VIII Common Stock that you own. Whether or not you plan to attend the CCPTCCIT VIII Special Meeting via live webcast, please authorize a proxy to vote on your behalf as promptly as possible by (1) visiting the Internet site listed on the accompanying proxy card, (2) calling the toll-free number listed on the accompanying proxy card or (3) submitting the accompanying proxy card by mail. Submitting a proxy will help to secure a quorum and reduce solicitation

costs that may otherwise be incurred by CCPT V.CCIT III. Any eligible holder of CCPT VCCIT III Common Stock who is present

at the CCPT VCCIT III Special Meeting may vote online via live webcast, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the CCPT VCCIT III Special Meeting in the manner described in this proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee.

CCPT VCCIT III and CMFT file reports and other important business and financial information with the U.S. Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with the SEC by CCPT VCCIT III and CMFT by requesting them from the proxy solicitor of CCPT VCCIT III as follows:

Mediant Communications Inc.

PO Box 8035

Cary, NC 27512

(844) 280-5349280-5346

You will not be charged for any of the documents that you request.

To receive documents in advance of the CCPT VCCIT III Special Meeting, please make a request for such documents no later than December 10, 2020 for documents requested to be sent by mail and December 16, 2020 for documents requested to be sent by email.

You may also obtain such documents through the SEC website at www.sec.gov. In addition, you may obtain copies of such documents at www.cimgroup.com/investment-strategies/individual/for-shareholders under the section “SEC Filings.” Information included in the foregoing websites is not incorporated by reference into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents at these websites only for your convenience.

By Order of the CCPT VCCIT III Board of Directors,

Laura Eichelsderfer

Secretary

Cole Credit Property Trust V,Office & Industrial REIT (CCIT III), Inc.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by CMFT (File No. 333-249294)333-249292) with the SEC constitutes a prospectus of CMFT for purposes of the Securities Act (as defined below) with respect to the shares of CMFT Common Stock to be issued to CCPT VCCIT III stockholders in exchange for shares of CCPT VCCIT III Common Stock pursuant to the CCPT VCCIT III Merger Agreement. This proxy statement/prospectus also constitutes a proxy statement for CCPT VCCIT III for purposes of the Exchange Act (as defined below). In addition, it constitutes a notice of meeting with respect to the CCPT VCCIT III Special Meeting.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [                    ], 2020. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to CCPT VCCIT III stockholders nor the issuance by CMFT of CMFT Common Stock to CCPT VCCIT III stockholders pursuant to the CCPT VCCIT III Merger Agreement will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding CMFT has been provided by CMFT, and information contained in this proxy statement/prospectus regarding CCPT VCCIT III has been provided by CCPT V.CCIT III.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person or entity to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise stated or as the context otherwise requires, all references in this proxy statement/prospectus to:

i

i

ii

ii

iii

TABLE OF CONTENTS

iv

iv

v

v

vi

vi

vii

QUESTIONS AND ANSWERS ABOUT

THE CCPT VCCIT III MERGER AND THE CCPT VCCIT III SPECIAL MEETING

The following are answers to some questions that CCPT VCCIT III stockholders may have regarding the proposed transaction between CCPT VCCIT III and CMFT and the other proposals being considered at the CCPT VCCIT III Special Meeting. The information in this section may not provide all the information that could be important to CCPT VCCIT III stockholders. CCPT VCCIT III and CMFT urge you to carefully read this entire proxy statement/prospectus, including the Annexes incorporated by reference herein. See the section entitled “Where You Can Find More Information” on page 289277 of this proxy statement/prospectus.

CMFT has also entered into an Agreement and Plan of Merger to acquire CCIT III.CCPT V. The consummation of the CCIT III Merger and the CCPT V Merger are not contingent upon the completion of the other.

Concurrently with entering into the CCPT VCCIT III Merger Agreement, CMFT also entered into the CCIT II Merger Agreement. The consummation of the CCIT II Merger, the CCIT III Merger and the CCPT V Merger were not and are not conditioned on the consummation of any other merger. On October 29, 2020, the CCIT II Merger Agreement was terminated in accordance with its terms in order for CCIT II to enter into an alternative acquisition agreement with respect to a superior proposal (as such terms were defined in the CCIT II Merger Agreement). As a result, all provisions of the CCPT VCCIT III Merger Agreement relating to CCIT II or the CCIT II Merger Agreement are no longer applicable.

Notwithstanding the consummation of one or both of the Mergers, including the CCPT V Merger, CMFT, as the parent company of the surviving entities, will retain its existing name of “CIM Real Estate Finance Trust, Inc.”

The CCPT VCCIT III Merger cannot be completed unless, among other things, the holders of CCPT VCCIT III Common Stock vote to approve the CCPT VCCIT III Merger and the CCPT VCCIT III Charter Amendment.

This proxy statement/prospectus contains important information about the CCPT VCCIT III Merger, and you should read it carefully. The enclosed voting materials allow you to vote your shares of CCPT VCCIT III Common Stock by proxy without attending the CCPT VCCIT III Special Meeting online via virtual webcast.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible.

The CCPT VCCIT III Merger would constitute a Roll-Up Transaction under the CCPT VCCIT III Charter. The CCPT VCCIT III Board believes that the application of the Roll-Up Transaction provisions would have made the CCPT VCCIT III Merger more difficult and costly to complete. Because of the effect of these provisions on the CCPT VCCIT III Merger, CCPT VCCIT III and CMFT determined that it was necessary to amend the CCPT VCCIT III Charter to eliminate these provisions. Accordingly, approval of the CCPT VCCIT III Charter Amendment is a condition to each party’s obligation to complete the CCPT VCCIT III Merger. See “Proposals Submitted to CCPT VCCIT III Stockholders—Proposal 2: The CCPT VCCIT III Charter Amendment Proposal” beginning on page 165164 for a more detailed discussion of the CCPT VCCIT III Charter Amendment.

For a more complete description of the recommendation of the CCPT VCCIT III Board, see “The CCPT VCCIT III Merger—Recommendation of the CCPT VCCIT III Board and Its Reasons for the CCPT VCCIT III Merger” beginning on page 184.176.

If you encounter any technical difficulties with the virtual meeting platform during the check-in process or during the meeting, please call the number provided in the access email you will receive one hour before the CCPT VCCIT III Special Meeting for assistance beginning at 10:8:00 a.m. Pacific Time, and until the meeting is finished.

Pursuant to the CCPT VCCIT III Charter and in accordance with the CCPT VCCIT III Merger Agreement, CR VCCI III Management, directors of CCPT VCCIT III and certain affiliates of such persons and CCPT VCCIT III are not entitled to vote their shares of CCPT VCCIT III Common Stock in respect of the CCPT VCCIT III Merger Proposal, and will not be considered in determining the number of shares entitled to vote on such proposal. See “The CCPT VCCIT III Special Meeting—Voting by CR VCCI III Management, CCPT VCCIT III Directors and Affiliates” beginning on page 160.157.

Approval of the CCPT VCCIT III Adjournment Proposal requires the affirmative vote of a majority of all the votes cast on such proposal at the CCPT VCCIT III Special Meeting. Any shares not voted (whether by abstention, broker non-vote or otherwise) have no impact on the vote on such proposal.

If your shares of CCPT VCCIT III Common Stock are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee, to be able to vote online during the CCPT VCCIT III Special Meeting. Obtaining a legal proxy may take several days. Please refer to your proxy card or voting instruction card forwarded by your bank, broker or other nominee to see which voting options are available to you.

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 30.29.

If you are a CCPT VCCIT III stockholder eligible to vote at the CCPT VCCIT III Special Meeting, you are entitled to cast one vote on each proposal for each share of CCPT VCCIT III Common Stock that you own of record as of the record date. You may submit your proxy prior to the CCPT VCCIT III Special Meeting in one of the following ways:

If you are a CCPT VCCIT III stockholder of record, you may also cast your vote by attending the live webcast of the CCPT VCCIT III Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the CCPT VCCIT III Special Meeting should follow the instructions provided by their bank, broker or other nominee.

If your shares are held in street name through a bank, broker or other nominee and you do not provide voting instructions to your bank, broker or other nominee, your shares of CCPT VCCIT III Common Stock will

NOT be voted at the CCPT VCCIT III Special Meeting and may result in broker non-votes. Broker non-votes, if any, will have the same effect as votes “AGAINST” the CCPT VCCIT III Merger Proposal and the CCPT VCCIT III Charter Amendment Proposal. Broker non-votes will have no effect on the CCPT VCCIT III Adjournment Proposal.

Mediant Communications Inc.

PO Box 8035

Cary, NC 27512

(844) 280-5349280-5346