UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission file number 000-56544

CIM OPPORTUNITY ZONE FUND, L.P.

(Exact name of registrant as specified in its charter)

Delaware			83-2441037
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
4700 Wilshire Boulevard
Los Angeles,	California		90010
(Address of principal executive offices)			(Zip code)
	(323)	860-4900
(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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.

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☒	Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of May 8, 2025, there were 1,828,203 Limited Partnership Units of CIM Opportunity Zone Fund, L.P. outstanding.

1

CIM OPPORTUNITY ZONE FUND, L.P. AND SUBSIDIARIES

Table of Contents

	Page
PART I — FINANCIAL INFORMATION	3
Item 1. Financial Statements (Unaudited)	3
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	4
Consolidated Statements of Changes in Partners’ Capital and Redeemable Partners’ Capital for the three months ended March 31, 2025 and 2024	5
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	34
Item 4. Controls and Procedures	34
PART II — OTHER INFORMATION	35
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3. Defaults Upon Senior Securities	35
Item 4. Mine Safety Disclosures	35
Item 5. Other Information	35
Item 6. Exhibits	36
Signatures	37

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit amounts) (unaudited)

	March 31, 2025		December 31, 2024
ASSETS
Land	$	178,553	$	178,553
Building and improvements	549,181		547,886
Solar facilities	742,109		854,078
Intangible assets	14,557		14,525
Real estate under development	360,192		291,436
Total investments in real estate	1,844,592		1,886,478
Accumulated depreciation and amortization	(81,517)		(79,927)
Total investments in real estate, net	1,763,075		1,806,551
Investments in unconsolidated entities, at fair value	118,575		119,127
Cash and cash equivalents	271,551		336,192
Restricted cash	30,272		4,450
Accounts receivable, net	31,031		32,572
Contributions receivable	53		55
Due from related party	221		—
Net investment in lease	218,959		—
Right of use asset	32,318		32,517
Prepaid expenses and other assets	7,532		4,168
Total Assets	$	2,473,587	$	2,335,632
LIABILITIES
Notes payable, at fair value	$	295,343	$	295,464
Accounts payable and accrued expenses	73,991		53,528
Prepaid rent and other liabilities	5,066		3,109
Lease liability	36,049		35,925
Intangible liabilities, net	30,247		31,111
Due to related party	11,765		2,553
Distributions payable	31		31
Advance capital contributions	400		—
Total Liabilities	452,892		421,721
COMMITMENTS AND CONTINGENCIES (NOTE 10)
REDEEMABLE PARTNERS’ CAPITAL: 1,827,647 and 1,825,181 limited partnership units issued and outstanding as of March 31, 2025 and December 31, 2024	2,259,862		2,249,462
PARTNERS’ CAPITAL
GENERAL PARTNER: 556 and 553 limited partnership units issued and outstanding as of March 31, 2025 and December 31, 2024	931		882
Retained earnings (deficit)	(365,243)		(447,254)
Total partners’ capital excluding noncontrolling interests	(364,312)		(446,372)
Non-controlling interests	125,145		110,821
Total Partners’ Capital	(239,167)		(335,551)
TOTAL LIABILITIES, REDEEMABLE PARTNERS’ CAPITAL AND PARTNERS’ CAPITAL	$	2,473,587	$	2,335,632

The accompanying notes are an integral part of these consolidated financial statements.

3

CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands) (unaudited)

	Three Months Ended March 31,
	2025		2024
Revenues:
Solar revenue	$	12,489	$	27,239
Rental and other property income	9,174		8,784
Total Revenues	21,663		36,023
Expenses:
Solar and property operating expense	9,578		8,766
Management fees to related party	10,225		9,084
Expense reimbursement to related parties	1,097		819
Interest expense and other	3,106		3,439
General and administrative expense	2,515		2,976
Depreciation and amortization expense, net	10,167		12,583
Real estate tax	1,362		1,325
Total Expenses	38,050		38,992
Other income (expense):
Other income	—		2,923
Interest income	4,317		2,709
Realized gain on net investment in lease	117,364		—
(Loss) gain on investments in unconsolidated entities	(607)		5,280
Change in fair value of notes payable	(536)		(1,794)
Total other income (expense)	120,538		9,118
Net income	104,151		6,149
Net income (loss) attributable to non-controlling interests	14,284		(861)
Net income attributable to CIM Opportunity Zone Fund, L.P.	$	89,867	$	7,010

The accompanying notes are an integral part of these consolidated financial statements.

4

CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL AND REDEEMABLE PARTNERS’ CAPITAL

(in thousands) (unaudited)

	Redeemable Partners’ Capital
	Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2025	$	2,218,554	$	30,908	$	882	$	(447,254)	$	110,821	$	(335,551)
Fixed return decrease	(41)		—		—		—		—		—
Fixed return increase	41		—		—		—		—		—
Capital contributions	10,917		—		—		—		40		40
Distributions and redemptions	—		(8,324)		—		—		—		—
Net income (loss)	88,376		1,442		49		—		14,284		14,333
Change in fair value of redeemable Limited Partners’ capital	(81,210)		(801)		—		82,011		—		82,011
Balance as of March 31, 2025	$	2,236,637	$	23,225	$	931	$	(365,243)	$	125,145	$	(239,167)

	Redeemable Partners’ Capital
	Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2024	$	1,964,897	$	54,193	$	866	$	(316,191)	$	111,450	$	(203,875)
Fixed return decrease	(116)		(3)		—		—		—		—
Fixed return increase	119		—		—		—		—		—
Capital contributions	25,570		—		—		—		1,715		1,715
Distributions and redemptions	—		(32,530)		—		—		—		—
Net income (loss)	6,530		472		8		—		(861)		(853)
Change in fair value of redeemable Limited Partners’ capital	8,062		246		—		(8,308)		—		(8,308)
Balance as of March 31, 2024	$	2,005,062	$	22,378	$	874	$	(324,499)	$	112,304	$	(211,321)

The accompanying notes are an integral part of these consolidated financial statements.

5

CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	104,151	$	6,149
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization, net	10,167		12,583
Straight-line rental income	51		(149)
Amortization of right-of-use asset	199		186
Realized gain on net investment in lease	(117,364)		—
Loss (gain) on investments in unconsolidated entities	607		(5,280)
Change in fair value of notes payable	536		1,794
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(4,348)		(7,867)
Accounts payable and accrued expenses	4,181		(8,936)
Lease liabilities	124		120
Due to related party	1,096		(482)
Due from related party	(221)		—
Lease receivable	1,134		—
Prepaid rent and other liabilities	1,957		5,833
Accounts receivable, net	1,490		(22,417)
Net Cash Provided by (Used In) Operating Activities	3,760		(18,466)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of investments in real estate	—		(8,104)
Additions to investments in real estate	(53,281)		(26,264)
Net Cash Used In Investing Activities	(53,281)		(34,368)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received	11,359		28,245
Distributions and redemptions paid	—		(2,570)
Notes payable borrowing	—		4,228
Repayment of notes payable	(657)		(1,266)
Net Cash Provided by Financing Activities	10,702		28,637
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(38,819)		(24,197)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF THE PERIOD	340,642		403,567
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH- END OF THE PERIOD	$	301,823	$	379,370
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	271,551	$	376,885
Restricted cash	30,272		2,485
Total cash and cash equivalents and restricted cash	$	301,823	$	379,370

The accompanying notes are an integral part of these consolidated financial statements.

6

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

1. ORGANIZATION

CIM Opportunity Zone Fund, L.P., (the “Fund”), a Delaware limited partnership, was formed on November 1, 2018 and commenced operations on January 21, 2019 (the “Initial Closing”). The Fund is governed by the Fifth Amended and Restated Limited Partnership Agreement, dated as of March 18, 2024 (as amended and restated, the “Partnership Agreement”). The Fund is organized as an open-ended vehicle for the purpose of investing in infrastructure and real estate, through entities that acquire, own, develop or re-develop and operate infrastructure and real estate assets, including assets in low-income communities in the United States that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”) and which meet the criteria described in the Partnership Agreement. The Fund’s objective is generating returns from capital appreciation and operating income once development of these assets is complete.

At least 90% of the Fund’s assets will consist of “qualified opportunity zone property”, which enables the Fund to be classified as a “qualified opportunity fund” within the meaning of Section 1400Z-2 of the Code (a “QOF”). The Fund qualified, and intends to continue to qualify, as a QOF beginning with its taxable year ended December 31, 2020.

The general partner of the Fund is CIM Opportunity Zone Fund GP, LLC, a Delaware limited liability company (the “General Partner”), and an affiliate of CIM Group, LLC (together with its controlled affiliates, “CIM”). One or more affiliates of CIM acts as the manager of the Fund (the “Manager”). The Fund also has limited partners (the “Limited Partners”, affiliated limited partners (the “Affiliated Limited Partners”) and, together with the General Partner, the “Partners”)).

The Fund shall continue until it is dissolved and subsequently terminated upon (a) a determination made by the General Partner at any time in its discretion, (b) the bankruptcy, termination, dissolution or withdrawal of the General Partner, (c) the consent of a majority of the Limited Partners by number and the consent of 75% of Limited Partners by units to dissolve the Fund or (d) the entry of a decree of dissolution with respect to the Fund.

Subject to legal, tax, regulatory and other similar considerations, all calls for capital from the Limited Partners shall be made pursuant to a notice, and unless otherwise determined in the General Partner’s discretion, capital contributions will be drawn first from all commitments made during the same closing date pro rata, and 100% of such commitments will be funded prior to calling capital from partners admitted during subsequent closings.

As of March 31, 2025, total capital commitments and capital contributions from the partners are summarized as follows (in thousands):

Capital Commitments		Capital Contributions		Unfunded Commitments
$	2,095,900	$	2,095,900	$	—

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with U.S. GAAP. Interim results are not necessarily indicative of results for a full year. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto of CIM Opportunity Zone Fund, L.P. for the fiscal year ended December 31, 2024.

Principles of Consolidation — The accompanying interim consolidated financial statements include the accounts of the Fund and its wholly-owned subsidiaries. The portions of equity in consolidated subsidiaries that are wholly-owned and are not attributable, directly or indirectly, to the Fund are presented as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation.

In determining whether the Fund has controlling interests in an entity and is required to consolidate the accounts in that entity, the Fund analyzes its investments in accordance with standards set forth in U.S. GAAP to determine whether the

7

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

entities are variable interest entities (“VIEs”), and if so, whether the Fund is the primary beneficiary. The Fund’s judgment with respect to its level of influence or control over an entity and whether the Fund is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Fund’s ownership interest, the Fund’s voting interest, the size of the Fund’s investment (including loans), and the Fund’s ability to participate in major policy-making decisions. The Fund’s ability to correctly assess its influence or control over an entity affects the presentation of its investments on the Fund’s consolidated financial statements.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Investments in Real Estate and Infrastructure — Investments in real estate and infrastructure are stated at cost, less accumulated depreciation and amortization. The Fund considers the period of future benefit of each respective asset to determine the appropriate useful life. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:

Buildings and improvements	15 - 40 years
Furniture, fixtures, and equipment	3 - 5 years
Tenant improvements	Lesser of useful life or lease term
Intangible lease assets and liabilities	Lease term
Solar batteries	20 years
Solar assets	35 years

Capitalized Project Costs — The Fund capitalizes project costs, including pre-construction costs, interest expense, property taxes, insurance, and other costs directly related and essential to the development, redevelopment, or construction of a project, while activities are ongoing to prepare an asset for its intended use. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Ordinary repairs and maintenance are expensed as incurred.

Recoverability of Investments in Real Estate and Infrastructure — The Fund continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate investments may not be recoverable. Investments in real estate and infrastructure are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If, and when, such events or changes in circumstances are present, the recoverability of assets to be held and used requires significant judgment and estimates and is measured by a comparison of the carrying amount to the future undiscounted cash flows expected to be generated by the assets and their eventual disposition. If the undiscounted cash flows are less than the carrying amount of the assets, an impairment is recognized to the extent the carrying amount of the assets exceeds the estimated fair value of the assets. The process for evaluating real estate impairment requires management to make significant assumptions related to certain inputs, including rental rates, lease-up period, occupancy, estimated holding periods, capital expenditures, growth rates, market discount rates and terminal capitalization rates. These inputs require a subjective evaluation based on the specific property and market. Changes in the assumptions could have a significant impact on either the fair value, the amount of impairment charge, if any, or both. Any asset held for sale is reported at the lower of the asset’s carrying amount or fair value, less costs to sell. When an asset is identified by the Fund as held for sale, the Fund will cease recording depreciation and amortization of the asset. The Fund did not recognize any impairment of long-lived assets during the three months ended March 31, 2025 and 2024.

Allocation of Purchase Price of Real Estate and Infrastructure Investments — The Fund determines whether a purchase qualifies as an asset acquisition or meets the definition of an acquisition of a business. Acquisition of real estate and infrastructure assets for development are generally recognized at cost, including the related transaction costs, as asset acquisitions. The Fund applies the acquisition method to all acquired real estate and infrastructure investments. The purchase consideration of the real estate, which includes the transaction costs incurred in connection with such acquisitions, is recorded on a relative fair value basis to the acquired tangible assets, consisting primarily of land, land improvements, building and improvements, tenant improvements, and furniture, fixtures, and equipment, and identified intangible assets and liabilities, consisting of the value of acquired above-market and below-market leases, above and below-market solar

8

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

agreements, in-place leases and ground leases, if any, based in each case on their relative fair values. Assumed debt is recorded at fair value based upon the present value of the expected future payments and current interest rates.

In allocating the purchase consideration of the identified intangible assets and liabilities of an acquired property, above-market, below-market, and in-place lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the remaining non-cancelable term of the lease, and for below-market agreements, over a period equal to the initial term plus any below-market fixed-rate renewal periods. Acquired above-market and below-market leases are amortized and recorded to rental and other property income over the initial terms of the respective leases.

The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationships, is measured by the estimated cost of operations during a theoretical lease-up period to replace in-place leases, including lost revenues and any unreimbursed operating expenses, plus an estimate of deferred leasing commissions for in-place leases. The value of in-place leases is amortized over the remaining non-cancelable periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are written-off.

Investments in Unconsolidated Entities, at Fair Value — The Fund accounts for its investments in unconsolidated entities under the equity method, as the Fund has the ability to exercise significant influence over the investments. The Fund’s investments in unconsolidated entities are carried under the fair value option pursuant to ASC 825, Financial Instruments (“ASC 825”) on the Fund’s consolidated balance sheets, with any changes in the fair value of such investments recognized in the consolidated statements of operations.

The fair values of investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on applicable valuation techniques. Such valuation techniques include discounted cash flow analysis, applying market capitalization rates or earnings multiples to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

Notes Payable, at Fair Value — The Fund has elected the fair value option for its notes payable, and records the changes in fair value in the consolidated statements of operations. See Note 3 — Fair Value Measurements for further details on the assumptions used.

Accounts Payable and Accrued Expenses — Accounts payable and accrued expenses include accrued capital expenditures of $46.9 million and $30.6 million, respectively, as of March 31, 2025 and December 31, 2024.

Noncontrolling Interests — Noncontrolling interests represent the interests in various properties owned by third parties.

Leases — The Fund classifies contractual lease agreements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842, Leases. For sales-type leases, the Fund derecognizes the leased asset and recognizes a net investment in lease on the consolidated balance sheets. The net investment in lease is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. The Fund evaluates its net investment in lease for impairment under the current expected credit loss standard, as further described below. Interest income is recognized under the effective interest method in the consolidated statements of operations. The effective interest method produces a constant yield on the sales-type lease receivable over the term of the lease. The Fund identified a sales-type lease in a power purchase agreement entered into during the three months ended March 31, 2025 and recognized a gain on net

9

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

investment in lease of $117.4 million in the consolidated statements of operations. See Note 11 — Leases for further details on the Fund’s sales-type lease.

The Fund has lease agreements with lease and non-lease components. The Fund has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Fund has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components.

Significant judgments and assumptions are inherent in not only determining if a contract contains a lease, but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations.

Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include lease commissions and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Upon successful lease execution, leasing commissions are capitalized.

Current Expected Credit Losses — Current expected credit losses (“CECL”) required under ASC 326, Financial Instruments - Credit Losses (“ASC 326”), reflects the Fund’s current estimate of potential credit losses related to the Company’s net investment in lease included in the consolidated balance sheets. Changes to current expected credit losses are recognized through net income on the Fund’s consolidated statements of operations. While ASC 326 does not require any particular method for determining current expected credit losses, it does specify current expected credit losses should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan.

For the Fund’s net investment in lease, the Fund uses a probability of default and loss given default method using a comparable data set. The Fund only expects to charge-off impairment losses as a reduction to current expected credit losses and as a reduction to the respective financial instrument balance if and when such amounts are deemed non-recoverable. Non-recoverability may also be concluded if, in the Fund’s determination, it is nearly certain that all amounts due will not be collected. During the three months ended March 31, 2025, the Fund did not record any current expected credit losses on its net investment in lease.

Redeemable Partners’ Capital — Limited Partners may request a partial or total redemption of their units upon the expiration of the applicable lock-up period, which is four years from the date of the initial capital contribution made by such limited partner in respect of such capital commitment. As such, the redeemable limited partnership units are presented at the redemption amount in temporary equity under redeemable partners’ capital in the consolidated balance sheets. The redemption amount is initially recorded as the contribution amount and is subsequently remeasured at the net asset value as determined in accordance with the Partnership Agreement. Net asset value is calculated as U.S. GAAP partners’ equity adjusted for the redemption value of our limited partnership units. Increases or decreases in the value of limited partnership units will be reflected in retained earnings (deficit). The difference between the carrying amount and the redemption amount is reflected in change in fair value of redeemable limited partners’ capital in the consolidated statements of changes in partners’ capital and redeemable partners’ capital.

Revenue Recognition and Operating Lease-Related Receivables — Rental and other property income is primarily derived from fixed contractual payments from operating leases, and therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Fund acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the consolidated statements of operations. The Fund defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

10

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

The Fund continually reviews whether collection of operating lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants is probable. The determination of whether collectability is probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon the determination that the collectability of a receivable is not probable, the Fund will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be not probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of operating lease-related receivables is based on the best information available at the time of estimate. The Fund does not use a general reserve approach and operating lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable.

Solar Revenue Recognition — Solar revenue from contracts with customers is derived from the generation and sale of renewable electric energy and the environmental attributes and capacity attributes generated by the facility or associated with a battery energy storage system (“BESS”) at the facility’s site. Solar revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Fund follows a five-step process to recognize revenue under ASC 606: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligation and 5) recognize revenue when the performance obligations are satisfied. The Fund has power purchase agreements where the power from the facility and the associated Renewable Energy Credits (“RECs”) are sold at real-time market prices or a fixed price. The performance obligations relating to the power purchase agreements are satisfied when the product is physically transferred over time based on the output method. The Fund has power purchase agreements where the capacity attributes from the BESS are sold at a fixed price. For a BESS that is not considered to be under a lease, the performance obligations related to the capacity attributes are satisfied over time based on the output method.

During the three months ended March 31, 2025 and 2024, the Fund recognized solar revenues of $12.5 million and $27.2 million, respectively, which is reflected on the consolidated statements of operations. As of March 31, 2025 and December 31, 2024, solar revenue accrued was $13.6 million and $14.9 million, respectively, and is included in accounts receivable, net on the consolidated balance sheets. Revenues yet to be billed under the Fund’s solar contracts will vary based on the volume of electricity and associated products delivered and/or available.

The Fund evaluates whether any embedded leases exist in its solar contracts. A lease of a facility or BESS is deemed to exist when a single off-taker has the ability or right to operate the facility or BESS, control physical access, or is entitled to obtain substantially all output from the facility or BESS at a price that is neither contractually fixed per unit of output nor equal to the current market price per unit of output, including electricity, RECs, and capacity attributes. During the three months ended March 31, 2025, the Fund identified an embedded lease in its solar contracts, as further described under “Leases”.

Investment tax credits — Certain of the Fund’s investments generate investment tax credits (“ITC”), which it generally expects to monetize through sale and transfer to third parties for cash consideration. The Fund has elected to account for these types of credits under a government grant model, by analogy to IAS 20. At the time the ITC is generated, the Fund records the ITC at its estimated market value as an other asset and a reduction to the cost of solar facilities, as presented in the consolidated balance sheets. The credit is being recognized over the useful life of the solar facilities, which had an initial weighted average useful life of 26.7 years, as a reduction to depreciation and amortization expense, net, in the consolidated statement of operations. Upon sale of the ITC, the Fund will recognize the difference between the sales proceeds and the recorded value of the other asset as other income in the consolidated statement of operations. To date, as of March 31, 2025, the Fund’s investments have generated an ITC of approximately $334.8 million that was recorded at an estimated market value of $308.1 million. The Fund sold the ITC during the year ended December 31, 2023, and during the three months ended March 31, 2024, the Fund recognized an additional $2.9 million gain included in other income in the consolidated statements of operations, which represents the difference between the sales proceeds and the initial estimated market value. No additional gains were recognized during the three months ended March 31, 2025.

During the three months ended March 31, 2025 and 2024, amortization of the ITC was $2.4 million and $3.7 million, respectively, and is reflected as a reduction to depreciation and amortization expense, net in the consolidated statements of operations. The remaining unamortized balance as of March 31, 2025 and December 31, 2024 was $247.6 million and $289.7 million, respectively. The balance will be amortized over the remaining useful life of the solar facilities.

11

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

Cash and Cash Equivalents — Cash represents cash deposits held at high-quality financial institutions. Cash equivalents include short-term, highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have maturities of three months or less when purchased. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes.

Restricted Cash — Restricted cash for real estate taxes, insurance, and other miscellaneous reserves, is recorded on the consolidated financial statements in accordance with agreements that require segregation of funds related to the operations of the respective real estate investment or related mortgage payable agreements.

Concentration of Credit Risk — Cash held at major financial institutions is subject to credit risk to the extent those balances exceed the applicable Federal Deposit Insurance Corporation limitations, of up to $250,000 per financial institution.

Contributions Receivable — Contributions receivable represents contributions with an effective date before the period presented but received from investors subsequent to period end.

Property Acquisition Deposits — The Fund may advance certain amounts to acquirees as refundable deposits for impending acquisitions. Upon successful execution of the acquisition, amounts advanced will be reclassified to investments in real estate.

Risk Management — In the normal course of business, the Fund encounters economic risk such as market risk and concentration of investment risk. Market risk reflects changes in the valuation of investments in real estate and equity method investees held by the Fund. Concentration of investment risk represents the risk associated with investments that are concentrated in certain geographic regions and industries.

Income Taxes — The Fund intends to operate in a manner that will allow it to qualify as a partnership for U.S. federal income tax purposes. Generally, an entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. Accordingly, the Fund does not record a provision for U.S. federal, state, or local income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. If the Fund fails to qualify as a partnership for U.S. federal income tax purposes in any taxable year, and if the Fund is not entitled to relief under the Code for an inadvertent termination of its partnership status, the Fund will be subject to federal and state income tax on its taxable income at regular corporate income tax rates. The Fund is subject to tax examinations for state and U.S. federal purposes since 2020.

The Fund currently qualifies as a QOF commencing with its taxable year ended December 31, 2020 under Section 1400Z-2 of the Code. If, in future periods, the Fund does not satisfy the requirements to be a QOF, it may be subject to penalty taxes as provided under the Code (unless it is eligible for a reasonable-cause exception).

ASC 740, Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current period.

Reportable Segments — The Fund’s real estate investments consist of infrastructure and real estate assets located within qualified opportunity zones. The Fund’s segment information reflects how the chief operating decision makers review information for operational decision-making purposes. The Fund has two reportable segments:

Infrastructure — Engages primarily in investing in infrastructure, through entities that acquire, own, develop or re-develop and operate infrastructure assets in Opportunity Zones, with the objective of generating returns from capital appreciation and operating income once development of these assets is complete. The Fund’s infrastructure assets consist of solar energy projects located in California.

Real estate — Engages primarily in investing in real estate, through entities that acquire, own, develop or re-develop and operate real estate assets in Opportunity Zones, with the objective of generating returns from capital appreciation and operating income once development of these assets is complete. The Fund’s properties are geographically diversified throughout the United States and have similar economic characteristics.

12

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

See Note 12 — Segment Reporting for a further discussion regarding these segments.

Recent Accounting Pronouncements — In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and early adoption is permitted. The Fund is currently evaluating whether the adoption of ASU 2024-03 will have a material impact on its consolidated financial statements and disclosures.

3. FAIR VALUE MEASUREMENTS

In determining fair value, the Fund uses various valuation approaches. The definition of estimated fair value is applied on a consistent basis with that required by ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 establishes a fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

The FASB issued guidance that establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value in a market-based measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally developed valuation models.

In instances where the determination of a fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The following describes the methods the Fund uses to estimate the fair value of the Fund’s financial assets and liabilities:

Investments in unconsolidated entities, at fair value — Investments in unconsolidated entities are generally valued using Level 3 inputs. The Fund’s valuations are prepared by third-party valuation firms in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”). The fair values of investments are estimated based on the price that would be received to sell the Fund’s interests in the unconsolidated entity in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on assumptions made and valuation techniques. Such valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

13

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

Notes payable — The fair value of notes payable is determined by a third-party appraiser who discounts the difference between contract and market debt service cash flows using market interest. The third-party appraiser also considers multiple valuation techniques (e.g., par, prepayment penalty) and applies a reconciliation among relevant methods. The fair value analysis is updated quarterly and reviewed by senior management. The market rate is determined by giving consideration to one or more of the following criteria, as appropriate: (i) interest rates for loan of comparable quality and maturity and (ii) the value of the underlying collateral. The fair value of the Fund’s Convertible Note, as defined in Note 7 — Debt reflects the value that would be applicable if converted, which is tied to the value of the underlying solar project. Such valuation is prepared by third-party valuation firms, consistent with the Fund’s investments in unconsolidated entities as described above. The Fund’s notes payable are classified within Level 3 of the fair value hierarchy.

Other financial instruments — The Fund considers the carrying values of its cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses, other liabilities, due to related party and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.

Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Fund could realize, or be liable for, upon disposition of the financial assets and liabilities. The Fund evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. The Fund does not expect that changes in classifications between levels will be frequent.

Items Measured at Fair Value on a Recurring Basis

In accordance with the fair value hierarchy described above, the following tables show the fair value of the Fund’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, are as follows (in thousands):

Description	Total Fair Value as of March 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in unconsolidated entities	$	118,575	$	—	$	—	$	118,575
Notes payable	$	295,343	$	—	$	—	$	295,343

Description	Total Fair Value as of December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in unconsolidated entities	$	119,127	$	—	$	—	$	119,127
Notes payable	$	295,464	$	—	$	—	$	295,464

14

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s financial assets and liabilities that are categorized within Level 3 of the fair value hierarchy as of March 31, 2025:

Investment	Fair Value as of March 31, 2025 (in thousands)		Valuation Techniques		Unobservable Input	Range/Amount (Weighted Average)
Investments in Unconsolidated Entities
Renewable Energy	$	118,575	Sales comparison		Value per acre	$	26,000
			Discounted cash flow		Discount rate	5.8% - 9.0%
						(6.6%)
					Investment tax credit rate	30.0		%
					Investment tax credit eligibility	94.9		%
					Economic useful life	35 years
Debt
Notes Payable	$	295,343	Net present value		Market interest rate	6.0% - 7.3%
						(6.9%)
			Discounted cash flow	(1)	Discount rate	7.8		%
					Investment tax credit rate	30.0		%
					Investment tax credit eligibility	95.0		%
					Economic useful life	40 years

___________________

(1)Represents the valuation techniques and unobservable inputs for the underlying value of the solar project that the respective notes payable value is tied to.

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s financial assets and liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2024:

Investment	Fair Value as of December 31, 2024 (in thousands)		Valuation Techniques		Unobservable Input	Range/Amount (Weighted Average)
Investments in Unconsolidated Entities
Renewable Energy	$	119,127	Sales comparison		Value per acre	$	35,000
			Blended approach		Discounted cash flow weighting	60.0		%
					Cost approach weighting	40.0		%
			Discounted cash flow		Discount rate	5.5% - 7.5%
						(5.9%)
					Investment tax credit rate	30.0		%
					Investment tax credit eligibility	94.9		%
					Economic useful life	35 years
Debt
Notes Payable	$	295,464	Net present value		Market interest rate	6.3% - 8.0%
						(7.4%)
			Discounted cash flow	(1)	Discount rate	7.8		%
					Investment tax credit rate	30		%
					Investment tax credit eligibility	95.0		%
					Economic useful life	40 years

___________________

(1)Represents the valuation techniques and unobservable inputs for the underlying value of the solar project that the respective notes payable value is tied to.

15

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

Under the sales comparison technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is value per acre. Increases or decreases in the value per acre may result in a lower or higher fair value measurement, respectively.

Under the discounted cash flow technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is the discount rate, investment tax credit rate, investment tax credit eligibility and economic useful life, as applicable. Increases or decreases in the rates in isolation may result in a higher or lower fair value measurement, respectively. An increase or decrease in the discount rate used to determine fair value would result in a decrease or increase to the fair value, respectively. An increase or decrease in the investment tax credit rate or investment tax credit eligibility would result in an increase or decrease to the fair value, respectively.

The following table presents the changes in assets and liabilities classified in Level 3 of the fair value hierarchy for the three months ended March 31, 2025 and 2024 (in thousands):

Description	Investments in Unconsolidated Entities		Notes Payable
Beginning balance, January 1, 2025	$	119,127	$	295,464
Repayment of notes payable	—		(657)
Purchase of/additions to investments	55		—
Unrealized loss on investments in unconsolidated entities	(607)		—
Change in fair value of notes payable	—		536
Ending balance, March 31, 2025	$	118,575	$	295,343
Beginning balance, January 1, 2024	$	148,219	$	275,957
Notes payable borrowing	—		4,228
Repayment of notes payable	—		(1,266)
Unrealized gain on investments in unconsolidated entities	5,280		—
Change in fair value of notes payable	—		1,794
Ending balance, March 31, 2024	$	153,499	$	280,713

4. INVESTMENTS IN REAL ESTATE

2025 Transactions — During the three months ended March 31, 2025, the Fund did not acquire any new properties.

2024 Transactions — During the three months ended March 31, 2024, the Fund acquired an interest in two properties for an aggregate purchase price of $8.1 million (the “2024 Property Acquisitions”), which were accounted for as asset acquisitions and includes $6,000 of acquisition-related expenses that were capitalized. The following table summarizes the 2024 Property Acquisitions (dollar amounts in thousands):

Real Estate Investment	Ownership	Acquisition Date	Purchase Price
Multifamily — Los Angeles, CA	99%	March 26, 2024	$	5,001
Multifamily — Los Angeles, CA	99%	March 26, 2024	$	3,103

The results of operations of the properties the Fund acquired have been included in the consolidated statements of operations from the dates of acquisition. The following table summarizes the purchase price allocation for the 2024 Property Acquisitions (in thousands):

	2024 Property Acquisitions
Land	$	6,412
Building and improvements	1,692
Total purchase price	$	8,104

16

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

Consolidated Joint Ventures — The Fund’s consolidated joint ventures, as described below, are variable interest entities and the Fund has been determined to be the primary beneficiary.

As of March 31, 2025 and December 31, 2024, the Fund had a 62% interest in a joint venture (the “Dallas Consolidated Joint Venture”). As of March 31, 2025, the Dallas Consolidated Joint Venture had total assets of $328.8 million, which included $278.0 million of real estate assets, net of accumulated depreciation and amortization of $25.7 million, and total liabilities of $181.3 million, including debt outstanding of $140.3 million. As of December 31, 2024, the Dallas Consolidated Joint Venture had total assets of $333.5 million, which included $280.6 million of real estate assets, net of accumulated depreciation and amortization of $23.2 million, and total liabilities of $184.5 million, including debt outstanding of $140.9 million. The Fund has the ability to control operating and financial policies of the Dallas Consolidated Joint Venture. There are restrictions on the use of these assets as the Fund may be required to obtain the partner’s (the “Dallas Consolidated Joint Venture Partner”) approval in accordance with the joint venture agreement for certain major transactions. The Fund and the Dallas Consolidated Joint Venture Partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.

As of March 31, 2025 and December 31, 2024, the Fund had a 91% interest in a joint venture (the “Washington D.C. Consolidated Joint Venture”) As of March 31, 2025, the Washington D.C. Consolidated Joint Venture had total assets of $123.3 million, which included $116.5 million of real estate assets, net of accumulated depreciation and amortization of $14.5 million, and total liabilities of $68.0 million, including debt outstanding of $65.3 million. As of December 31, 2024, the Washington D.C. Consolidated Joint Venture had total assets of $122.8 million, which included $117.2 million of real estate assets, net of accumulated depreciation and amortization of $13.5 million, and total liabilities of $67.1 million, including debt outstanding of $65.3 million. The Fund has the ability to control operating and financial policies of the Washington D.C. Consolidated Joint Venture.

5. INTANGIBLE ASSETS AND LIABILITIES

Intangible assets and liabilities consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands, except weighted average life remaining):

	March 31, 2025		December 31, 2024
Intangible lease assets:
In-place leases and other intangibles, net of accumulated amortization of $3,551 and $3,233, respectively (with a weighted average life remaining of 8.5 years and 8.8 years, respectively)	$	11,006	$	11,292
Intangible liabilities:
Acquired below-market renewable energy certificate (“REC”) agreement, net of accumulated amortization of $4,753 and $3,889, respectively (with a weighted average life remaining of 8.8 years and 9.0 years, respectively)	$	30,247	$	31,111

Amortization expense for the in-place leases and other intangibles and the below-market REC agreement is included in depreciation and amortization expense, net, in the accompanying consolidated statements of operations.

17

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

The following table summarizes the amortization related to the intangible lease assets and liabilities for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025		2024
In-place lease and other intangible amortization	$	319	$	306
Below-market REC agreement amortization	$	864	$	871

As of March 31, 2025, the estimated amortization relating to the intangible assets and liabilities is as follows (in thousands):

	Amortization
	In-Place Leases and Other Intangibles		Below-Market REC Agreement
Remainder of 2025	$	941	$	2,593
2026	1,306		3,457
2027	1,316		3,457
2028	1,314		3,457
2029	1,314		3,457
Thereafter	4,815		13,826
Total	$	11,006	$	30,247

6. INVESTMENTS IN UNCONSOLIDATED ENTITIES

The following table details the Fund’s investments in unconsolidated entities (dollars in thousands):

			Carrying Value
Property	Ownership	Acquisition Date	March 31, 2025		December 31, 2024
Solar — Lemoore, CA	25%	December 13, 2019	$	95,031	$	99,374
Solar — Lemoore, CA	15%	December 13, 2019	23,544		19,753
Total investments in unconsolidated entities			$	118,575	$	119,127

The Fund’s investments in unconsolidated entities includes debt of $7.0 million as of both March 31, 2025 and December 31, 2024. The Fund’s proportional share of the asset level encumbrances are included in the Fund’s net equity investment within investments in unconsolidated entities in the consolidated balance sheets.

7. DEBT

The following table summarizes the notes payable balances as of March 31, 2025 and December 31, 2024, and the debt activity for the three months ended March 31, 2025 (in thousands):

			During the Three Months Ended March 31, 2025
	December 31, 2024		Borrowings & Assumptions		Repayments		Fair Value Adjustment		March 31, 2025
Notes Payable:
Fixed rate notes payable	$	146,000	$	—	$	—	$	—	$	146,000
Variable rate notes payable	140,939		—		(657)		—		140,282
Total notes payable	286,939		—		(657)		—		286,282
Fair value adjustment	8,525		—		—		536		9,061
Total notes payable, at fair value	$	295,464	$	—	$	(657)	$	536	$	295,343

As of March 31, 2025, the aggregate outstanding principal balance of the Fund’s notes payable was $286.3 million and the fair value was $295.3 million. The Fund’s mortgage notes payable are collateralized by the respective property on which the debt was placed. The mortgage notes payable are nonrecourse, and contain various restrictions and covenants

18

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

with which the Fund was in compliance as of March 31, 2025. The Fund’s notes payable are held at fair value, as reflected on the consolidated balance sheets, as further described in Note 3 — Fair Value Measurements.

Fixed Rate Notes Payable

As of March 31, 2025, the Fund had a $71.0 million fixed rate note payable with an interest rate per annum of 3.23%, with monthly payments of interest only, maturing on August 12, 2031. As of March 31, 2025, the Fund had a non-interest bearing $75.0 million note payable maturing on December 31, 2047 (the “Convertible Note”) with an affiliated vehicle managed by CIM (the “Lender”). Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment. Payments under the Convertible Note will be made on each date that the Fund makes a distribution, in an amount equal to the Lender’s pro rata share of the total distribution.

Variable Rate Notes Payable

As of March 31, 2025, the Fund had a $140.3 million variable rate note payable related to the Dallas Consolidated Joint Venture with an interest rate per annum of the one-month forward-looking SOFR rate plus a spread of 2.85%, with monthly payments of interest only, initially maturing on April 24, 2025. Subsequent to March 31, 2025, the Fund entered into an amendment to the loan agreement that extended the initial maturity date to May 23, 2025. The variable rate note payable has a 24-month extension option, subject to certain terms being met, that the Fund intends to exercise.

As of March 31, 2025, the weighted average interest rate of the Fund’s variable rate notes payable was 7.17%.

Maturities

The following table summarizes the scheduled aggregate principal repayments for the Fund’s outstanding debt subsequent to March 31, 2025 (in thousands):

	Principal Repayments
Remainder of 2025	$	140,282
2026	—
2027	—
2028	—
2029	—
Thereafter	146,000
Total	$	286,282

8. PARTNERS’ CAPITAL AND REDEEMABLE PARTNERS’ CAPITAL

Contributions

Admission, and timing thereof, of new partners into the Fund is at the general discretion of the General Partner. Each Limited Partner may be required on or soon after such Limited Partner’s admission to the Fund, to make a capital contribution to the Fund with respect to its capital commitment in an amount specified in a notice delivered by the General Partner at least three business days prior to the due date of such capital contribution. Thereafter, each Limited Partner shall generally make capital contributions at the discretion of the General Partner in an amount specified in a notice delivered by the General Partner at least ten business days prior to such date and only up to the amount of such Limited Partner’s undrawn commitment.

In connection with each capital contribution, a Limited Partner shall be issued Units based on the Fund’s net asset value (“NAV”) as of such quarter-end. If a Limited Partner makes a capital contribution on a date other than on or around the last day of a quarter, such capital contribution shall generate a fixed return equivalent to an effective rate of 3.0% per annum from the date of such capital contribution until the next date on which the NAV is determined (generally the last calendar day of the quarter in which such capital contribution was made) and such partner will not participate in any other profit or loss, other than management fees, with respect to such capital contributions. The intra-quarter contributions generated fixed returns of $41,000 and $119,000 for the three months ended March 31, 2025 and 2024, respectively, which are included in the statements of changes in partners’ capital and redeemable partners’ capital as fixed return increase and

19

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

fixed return decrease. As of March 31, 2025, the Fund had $53,000 of contributions receivable and $400,000 of advance capital contributions in the consolidated balance sheets.

Distributions

The Fund will make distributions pro-rata to the Limited Partners at such time and in such amounts as determined by the General Partner in its discretion. As of March 31, 2025, the Fund had $31,000 of distributions payable in the consolidated balance sheets.

Redeemable Partners’ Capital

Limited Partners may request a partial or total redemption of their units upon the expiration of the applicable lock-up period, which is four years from the date of the initial capital contribution made by such limited partner in respect of such capital commitment, by providing written notice to the General Partner no later than the last calendar day of the quarter immediately preceding such redemption date, subject to certain restrictions as specified in the Partnership Agreement. Redemptions are only made to the extent that the Fund has sufficient cash available to honor redemption requests, as determined in the discretion of the General Partner. In addition, the General Partner or its affiliates may make a partial or total redemption of their units attributable to incentive allocation without notice to the Limited Partners at any time in their discretion. There were no redemptions during the three months ended March 31, 2025 or 2024.

9. MANAGEMENT FEES, INCENTIVE ALLOCATION AND OTHER RELATED-PARTY TRANSACTIONS

Management fees

The Manager provides investment management services to the Fund. For these services, the Fund pays the Manager management fees in advance on a quarterly basis (the “Management Fees”). The Management Fees are calculated based on each Limited Partner’s Management Fee percentage, which ranged from 1.25% to 2.0% as of March 31, 2025, multiplied by their proportionate share of NAV as of the beginning of the quarter.

Incentive allocation

Pursuant to the Partnership Agreement, the General Partner or an affiliate thereof or other designee of the General Partner, will be allocated net profits (the “Incentive Allocation”) from the Limited Partners at the end of an incentive allocation period, subject to certain performance hurdles being met. The General Partner receives an Incentive Allocation of 20% annually, which is the portion of profits or gains that the General Partner is entitled to above a minimum return threshold. The high watermark is a mechanism that ensures the General Partner only receives an Incentive Allocation if the Fund’s value surpasses the highest previous value. This means that if the Fund’s value decreases below the high watermark, the General Partner will not receive any Incentive Allocation until the value exceeds the previous high point. The hurdle rate, which is set at 6%, is a minimum rate of return that the Fund needs to achieve before the General Partner becomes eligible for the Incentive Allocation. The General Partner is entitled to an 80% catch-up provision once the hurdle rate is met, which means that once the hurdle rate is surpassed, the General Partner will receive 80% of the profits or gains until they have caught up to their entitled share.

The General Partner has designated CIM Opportunity Zone Fund SLP, LLC (the “SLP”), an affiliated Limited Partner, to receive the Incentive Allocation. The General Partner may, in its discretion, waive, reduce or defer Incentive Allocation of all or a portion of the Incentive Allocation attributable to any Units of any Limited Partner. Since inception through March 31, 2025, the Fund has incurred incentive fees and allocation totaling $68.3 million and no amounts were unrealized as of March 31, 2025.

Servicing Fees

The General Partner or its affiliates may also provide to the Fund and/or its investments part or all of other services (“Other Services”) that would otherwise be provided by a third party, including servicing fees and reimbursement of allocable costs and expenses incurred in connection with or relating to the performance of any Other Services. Pursuant to such provided services, the General Partner or its affiliates may receive from the Fund and/or its Portfolio Assets, (i) property management fees, (ii) development management fees, (iii) leasing brokerage fees, (iv) fees associated with arranging financings for Portfolio Assets, (v) multifamily residential sales fees, (vi) fees relating to servicing and administering the Portfolio Assets, including special servicing, (vii) fees in connection with or following a foreclosure on the Portfolio Asset and (viii) other related fees in connection with a Portfolio Asset (collectively, “Servicing Fees”). Such

20

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

Servicing Fees will be either (x) at rates which do not exceed the limits set forth immediately below, (y) at rates that are no less favorable to the Fund and/or such Portfolio Asset than the arm’s-length rates on which the Fund and/or such Portfolio Asset could obtain comparable services from an unaffiliated service provider taking into account the nature of the relevant asset type and the special services required or (z) at rates that receive the consent of a Review Agent or the Limited Partners:

Fee Type	Limit
Property Management Fees	Not to exceed 5.0% of gross property revenues, plus Allocable Costs and Expenses
Development Management Fees	Not to exceed 4.0% of gross contract price for development, tenant improvements or other capital expenditures, as applicable, plus Allocable Costs and Expenses
Leasing Brokerage Fees	Not to exceed 4.0% of base rent during lease years one through five; 2.0% of base rent after lease year five, in each case, plus Allocable Costs and Expenses. In transactions where there is a participating broker(s), not to exceed 2.0% of base rent during lease years one through five; 1.0% of base rent after year five, in each case, plus Allocable Costs and Expenses
Multifamily Residential Sales Fees	Not to exceed 6.0% of the gross sales price of a residential unit, plus Allocable Costs and Expenses.

The Fund recorded fees and expense reimbursements as shown in the table below for services provided by related parties related to the services described above during the periods indicated (in thousands):

	Three Months Ended March 31,
	2025		2024
Management Fees:
Management fees	$	10,225	$	9,084
Administration and other reimbursable expenses:
Expense reimbursement to related parties	$	1,097	$	819
Organizational costs (1)	$	2	$	38
Development fees and allocable costs and expenses (2)	$	6,390	$	4,268
Property management fees (3)	$	640	$	224

______________________

(1)Organizational costs are included in general and administrative expenses in the consolidated statements of operations.

(2)Represents development fees and development-related Allocable Costs and Expenses, as well as Leasing Brokerage Fees and Multifamily Residential Sales Fees incurred by the Fund’s consolidated investments. Depending on the stage of development, some of these amounts have been capitalized to real estate under development in the consolidated balance sheets. Does not include $25,000 and $3,000, which were incurred by the Fund’s investments in unconsolidated entities that were allocated to the Fund based on its respective ownership percentage of the investment, for the three months ended March 31, 2025 and 2024, respectively.

(3)Property management fees are expensed to property operating expense in the statement of operations.

Due to Related Parties

Of the amounts shown above, the following amounts had been incurred, but not yet paid for services provided by related parties as of March 31, 2025 and December 31, 2024 (in thousands):

	March 31, 2025		December 31, 2024
Management fees	$	94	$	199
Incentive allocation	$	8,324	$	—
Administration and other reimbursable expenses	$	3,347	$	2,354

Due from Related Parties

As of March 31, 2025, $221,000 was due from related parties related to amounts received by CIM affiliated entities which were due to the Fund. No amounts were due from related parties as of December 31, 2024.

21

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

Related Party Transactions

To achieve the Fund’s stated investment program and meet timelines required under the Opportunity Zone legislation, a significant percentage of the investments in the Fund have been purchased by the Fund from CIM and its affiliates. In these instances, such investments and co-investments are reported as transactions with related parties of the Fund.

The Fund may coinvest with other entities that are related parties of CIM. As of March 31, 2025, the Fund held investments with a total fair value of $717.9 million that were coinvested with funds that are related parties of CIM. In addition, the General Partner owns a nominal interest in the Fund’s investments.

The Fund also enters into agreements with certain unconsolidated entities and other CIM affiliated entities from time to time. During the three months ended March 31, 2025 the Fund incurred $1.0 million in fees for transmission services to one of its unconsolidated entities, which is reflected in solar and property operating expense within the statements of operations. Additionally, the Fund has a master power purchase and sale agreement with a CIM affiliate for an index plus contract with bundled RECs at a fixed price of $3.40 per megawatt-hour (MWh) with no volume minimums. The Fund, acting as agent of the affiliate, collects revenues related to REC sales from the power purchase and sale agreement counterparty and remits the difference between the current bundled REC price with the power purchase and sale agreement counterparty and the fixed price under the affiliated PPA. During the three months ended March 31, 2025 the Fund remitted $4.9 million to the CIM related vehicle, which is reflected as a reduction of solar revenue in the statements of operations.

10. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Fund enters into contracts and agreements. These contracts and agreements commit the Fund to various specific and contingent obligations. In addition, the Fund may be subject to legal claims in the ordinary course of business.

As previously disclosed in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2024, the Fund incurred a $9.0 million expense related to a dispute with a previous customer over a solar contract. Certain subsidiaries of the Fund are currently seeking to recover this expense from the previous customer in litigation. On April 24, 2024, the previous customer filed its own claims against certain subsidiaries of the Fund along with affiliates of CIM, seeking more than $200 million (without specifying or explaining the basis of the alleged damages) from all defendants in the aggregate. The litigation is in process and the outcome cannot be estimated or predicted at this time. CIM and the other affiliated defendants deny the previous customer’s allegations and will continue to pursue their claim against the previous customer. As it relates to the Fund specifically, while no outcome can be guaranteed, management does not believe that the outcome will be material to the Fund.

Other than as described above, the Fund is not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business.

The Fund is subject to various environmental laws of federal, state, and local governments. Compliance with these laws has not had a material adverse effect on the consolidated financial statements, and management does not believe it will have such an impact in the future.

The Fund acts as a guarantor of certain debt obligations to its underlying investments. In certain scenarios, the Fund may have limited or full recourse exposure.

11. LEASES

Operating Leases

Future minimum rental revenue under long-term operating leases as of March 31, 2025, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, are as follows (excludes unconsolidated properties, in thousands):

22

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

	Future Minimum Rental Income
Remainder of 2025	$	15,217
2026	22,978
2027	23,826
2028	24,183
2029	24,616
Thereafter	107,306
Total	$	218,126

Rental and other property income related to the Fund’s operating leases during the three months ended March 31, 2025 and 2024 consisted of the following (in thousands):

	Three Months Ended March 31,
	2025		2024
Fixed rental and other property income (1)	$	7,292	$	7,053
Variable rental and other property income (2)	1,882		1,731
Total rental and other property income	$	9,174	$	8,784

__________________________________

(1)Consists primarily of fixed contractual payments from operating leases with tenants recognized on a straight-line basis over the lease term and is net of uncollectible lease-related receivables.

(2)Consists primarily of tenant reimbursements for recoverable real estate taxes and property operating expenses, and percentage rent.

Sales-Type Leases

During the three months ended March 31, 2025, the Fund identified a sales-type lease in a power purchase agreement. At the commencement of the lease, the Fund derecognized the leased asset, which consisted of $102.7 million of the Fund’s solar facilities and recognized an initial net investment in lease of $220.1 million, which included a lease receivable of $184.7 million and the unguaranteed residual value of $35.4 million.

The remaining maturities of the Fund’s net investment in lease is as follows as of March 31, 2025 (in thousands):

	Sales-type lease
Remainder of 2025	$	16,853
2026	22,462
2027	22,457
2028	22,448
2029	22,439
Thereafter	225,673
Total lease payments	332,332
Less: Unearned interest income	(149,324)
Sales-type lease receivable	183,008
Unguaranteed residual asset	35,951
Net investment in lease	$	218,959

23

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

The following presents the impact to the consolidated statements of operations related to the Fund’s sales-type leases during the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025		2024
Realized gain on net investment in lease	$	117,364	$	—
Interest income on sales-type leases	2,611		—
Total sales-type lease income	$	119,975	$	—

Ground Leases

The Fund has an investment in a real estate property that is subject to a ground lease with a remaining term of 93.75 years, for which a right of use (“ROU”) asset of $32.3 million and $32.5 million and a lease liability of $36.0 million and $35.9 million was recorded as of March 31, 2025 and December 31, 2024, respectively. The ROU asset and lease liability were initially measured at the present value of the future minimum lease payments using a discount rate of 3.6%. This reflects the Fund’s incremental borrowing rate, which was calculated based on the interest rate the Fund would incur to borrow on a fully collateralized basis over a term similar to the lease.

The Fund recognized $511,000 of ground lease expense during both the three months ended March 31, 2025 and 2024, of which $200,000 was paid in cash during the respective periods in which it was recognized. As of March 31, 2025, the Fund’s scheduled future minimum rental payments related to its operating ground lease is approximately $600,000 for the remainder of 2025, $800,000 annually for 2026 through 2030, and $195.3 million thereafter through the maturity date of the lease in December 2118.

12. SEGMENT REPORTING

During the year ended December 31, 2024 and as a result of the Fund’s solar assets being placed into service, the chief operating decision makers determined that the Fund has two reportable segments: Real Estate and Infrastructure. The change in reportable segments has been reflected retrospectively in the tables below. Corporate/other represents all corporate level and unallocated items and includes the Fund’s other asset management activities and expenses. The Fund’s chief operating decision maker (“CODM”) is the Fund’s senior management team, which includes officers of the General Partner of the Fund: the Chief Financial Officer, Chief Accounting Officer, and Chief Administrative Officer.

The CODM evaluates performance and allocates resources based on segment net income (loss). There are no other significant segment expenses that would require disclosure other than those included in the segment reporting tables below. The CODM uses segment net income (loss) to make key operating decisions, such as identifying attractive investment opportunities, evaluating underwriting standards, determining the appropriate level of leverage to enhance returns on equity and deciding on the sources of financing. Asset information by segment is not reported or provided to the CODM because the CODM does not use this measure to assess performance.

The following tables present segment reporting for the three months ended March 31, 2025 and 2024 (in thousands):

24

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

	Three Months Ended March 31, 2025
	Real Estate		Infrastructure		Corporate/Other		Fund Total
Revenues:
Solar revenue	$	—	$	12,489	$	—	$	12,489
Rental and other property income	9,174		—		—		9,174
Total revenues	9,174		12,489		—		21,663
Expenses:
Solar and property operating expense	3,154		6,424		—		9,578
Management fees to related party	—		—		10,225		10,225
Expense reimbursement to related parties	—		—		1,097		1,097
Interest expense and other	3,078		—		28		3,106
General and administrative expense	334		1,123		1,058		2,515
Depreciation and amortization expense, net	4,222		5,945		—		10,167
Real estate tax	1,284		78		—		1,362
Total expenses	12,072		13,570		12,408		38,050
Other income (expense):
Interest income	809		2,834		674		4,317
Realized gain on net investment in lease	—		117,364		—		117,364
Loss on investments in unconsolidated entities	—		(607)		—		(607)
Change in fair value of notes payable	(692)		156		—		(536)
Total other income (expense)	117		119,747		674		120,538
Net (loss) income	(2,781)		118,666		(11,734)		104,151
Net (loss) income attributable to non-controlling interests	(780)		15,064		—		14,284
Net (loss) income attributable to CIM Opportunity Zone Fund, L.P.	$	(2,001)	$	103,602	$	(11,734)	$	89,867

25

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

	Three Months Ended March 31, 2024
	Real Estate		Infrastructure		Corporate/Other		Fund Total
Revenues:
Solar revenue	$	—	$	27,239	$	—	$	27,239
Rental and other property income	8,784		—		—		8,784
Total revenues	8,784		27,239		—		36,023
Expenses:
Solar and property operating expense	2,478		6,288		—		8,766
Management fees to related party	—		—		9,084		9,084
Expense reimbursement to related parties	—		—		819		819
Interest expense and other	3,375		11		53		3,439
General and administrative expense	312		250		2,414		2,976
Depreciation and amortization expense, net	3,232		9,351		—		12,583
Real estate tax	1,277		48		—		1,325
Total expenses	10,674		15,948		12,370		38,992
Other income (expense):
Other income	—		2,923		—		2,923
Interest income	2,459		158		92		2,709
Gain on investments in unconsolidated entities	—		5,280		—		5,280
Change in fair value of notes payable	(396)		(1,398)		—		(1,794)
Total other income (expense)	2,063		6,963		92		9,118
Net income (loss)	173		18,254		(12,278)		6,149
Net (loss) income attributable to non-controlling interests	(1,419)		558		—		(861)
Net income (loss) attributable to CIM Opportunity Zone Fund, L.P.	$	1,592	$	17,696	$	(12,278)	$	7,010

Major Customers

The following table presents revenues from certain customers during the three months ended March 31, 2025 and 2024 that individually exceeded 10% of total consolidated revenues (in thousands):

	Three Months Ended March 31,
	2025		2024
Solar customer #1	$	4,811	$	9,378
Solar customer #2	$	3,630	$	16,176
Solar customer #3	$	3,518	$	—
Real estate customer #1	$	6,092	$	5,884

26

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

13. SUPPLEMENTAL CASH FLOW DISCLOSURES

Supplemental cash flow disclosures for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Distributions payable	$	31	$	32,563
Contributions receivable	$	53	$	211
Accrued capital expenditures	$	46,911	$	58,131
Reclassification of property acquisition deposits to investments	$	—	$	12,019
Supplemental Cash Flow Disclosures:
Interest Paid	$	3,088	$	3,338

14. SUBSEQUENT EVENTS

The following events have occurred subsequent to March 31, 2025:

The Fund accepted additional capital commitments of approximately $4.8 million.

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and related notes and other financial information 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 Fund’s Annual Report on Form 10-K for the year ended December 31, 2024. 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 financial statements contained therein, and the terms “we,” “us,” “our” and the “Company” refer to CIM Opportunity Zone Fund, L.P.

Forward-Looking Statements

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, 2024.

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:

•our future operating results;

•our business prospects and the prospects of the real estate and infrastructure in which we may invest;

•historic correlations among economic growth, inflation and rents resulting in the loss of the potential inflation hedging attributes of real estate;

•any recent perceived improvement in real estate fundamentals, corporate earnings, stock market performance and the supply and demand characteristics of commercial real estate, any one of which could adversely affect the performance of the Fund;

•the availability of capital markets, including the debt financing expected to be employed by the Fund;

•the predictive value of real estate and infrastructure capitalization rates compared with intermediate U.S. Treasury bonds;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital to execute our investment strategy;

•our ability to source adequate investment opportunities to efficiently deploy capital;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

28

•the timing and amount of cash flows, distributions and dividends, if any, from our properties;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with CIM or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•the ability to locate suitable investments and to monitor and administer our investments;

•the ability to attract and retain highly talented professionals;

•our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Overview

The Fund was formed on November 1, 2018 and commenced operations on January 21, 2019, and is governed by the Partnership Agreement. The Fund is organized as an open-ended vehicle for the purpose of investing in infrastructure and real estate, through entities that acquire, own, develop or re-develop and operate infrastructure and real estate assets in Opportunity Zones, with the objective of generating returns from capital appreciation and operating income once development of these assets is complete. The Fund’s assets under development had plans in place or were developed at the time of the Fund’s acquisition that are strategic to each asset achieving current income and appreciation of value. The Fund engages third parties or affiliates of the Manager (also referred to as the “development manager”) to provide development management services, and in consideration the Fund pays development management fees.

Portfolio Information

As of March 31, 2025, we had investments in 22 assets, including investments in unconsolidated entities, with a carrying value of $1.9 billion. During the three months ended March 31, 2025, we did not acquire ownership interests in any additional properties.

Results of Operations

Overview

We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate in general, such as inflation and heightened interest rates and the imposition of 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 other than those listed in the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q.

The following table provides summary information about our results of operations for the three months ended March 31, 2025 and 2024 (in thousands):

29

	Three Months Ended March 31,
	2025		2024		Change
Solar revenue	$	12,489	$	27,239	$	(14,750)
Rental and other property income	9,174		8,784		390
Total Revenues	21,663		36,023		(14,360)
Solar and property operating expense	9,578		8,766		812
Management fees to related party	10,225		9,084		1,141
Expense reimbursement to related parties	1,097		819		278
Interest expense and other	3,106		3,439		(333)
General and administrative expense	2,515		2,976		(461)
Depreciation and amortization expense, net	10,167		12,583		(2,416)
Real estate tax	1,362		1,325		37
Total Expenses	38,050		38,992		(942)
Other income	—		2,923		(2,923)
Interest income	4,317		2,709		1,608
Realized gain on net investment in lease	117,364		—		117,364
(Loss) gain on investments in unconsolidated entities	(607)		5,280		(5,887)
Change in fair value of notes payable	(536)		(1,794)		1,258
Total other income (expense)	120,538		9,118		111,420
Net income	104,151		6,149		98,002
Net income (loss) attributable to non-controlling interests	14,284		(861)		15,145
Net income attributable to CIM Opportunity Zone Fund, L.P.	$	89,867	$	7,010	$	82,857

Solar revenue

The decrease in solar income of $14.8 million during the three months ended March 31, 2025, compared to the same period in 2024 was due to the Fund entering into power purchase agreements with lower overall fixed rates during three months ended March 31, 2025, partially due to the longer-term nature of the contracts, as compared to the agreements in place during three months ended March 31, 2024. In addition, we have separately recognized a realized gain on net investment in lease related to a new power purchase agreement, as further described below.

Rental and other property income

The increase in rental and other property income of $390,000 during the three months ended March 31, 2025, compared to the same period in 2024 was primarily due to three of our Los Angeles properties being placed in service during the fourth quarter of 2024, which resulted in increased rental income and tenant reimbursements.

Solar and property operating expense

The increase in solar and property operating expense of $812,000 during the three months ended March 31, 2025, compared to the same period in 2024 was due to recognizing a full period of expenses for two properties acquired at the end of the first quarter of 2024, and one property acquired subsequent to March 31, 2024.

Management fees to related party

Management fees to related party are calculated based on each Limited Partner’s Management Fee percentage multiplied by their proportionate share of NAV as of the beginning of the quarter.

The increase in management fees of $1.1 million during the three months ended March 31, 2025, compared to the same period in 2024 was primarily due to an increase in NAV driven by additional capital raised. From March 31, 2024 to March 31, 2025 the Fund accepted an additional $124.1 million in capital contributions.

30

Expense reimbursement to related parties

The Manager receives reimbursement for performing certain services for the Fund and its subsidiaries.

The increase in expense reimbursement to related parties of $278,000 during the three months ended March 31, 2025, compared to the same period in 2024 was primarily due to the increased assets at March 31, 2025 compared to March 31, 2024. With an increase in total assets, the scale of operations and the complexity of managing the assets also increases. This increase in scale generally leads to higher expense reimbursements, as more services performed by the Manager are required.

Interest expense and other

Interest expense and other also includes amortization of deferred financing costs.

The decrease in interest expense and other of $333,000 during the three months ended March 31, 2025, compared to the same period in 2024 was primarily due to payments made on our notes payable during the period, along with decreased interest rates subsequent to March 31, 2024.

General and administrative expenses

General and administrative expenses consist of legal, third-party administrator expenses, audit and tax expenses, banking fees and corporate expenses.

The decrease in general and administrative expenses of $461,000 during the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to decreased professional fees during the three months ended March 31, 2025.

Depreciation and amortization expense, net

The decrease in depreciation and amortization expense, net of $2.4 million during the three months ended March 31, 2025, compared to the same period in 2024 was primarily due a decrease in depreciation expense on the Fund’s solar assets as a result of a change in estimate, applied prospectively, to the estimated useful lives of the assets subsequent to March 31, 2024.

Real estate tax

Real estate tax during the three months ended March 31, 2025 remained relatively consistent compared to the same period in 2024.

Other income

Other income was $2.9 million for the three months ended March 31, 2024, while no other income was recorded during the three months ended March 31, 2025. Other income during the three months ended March 31, 2024 included a $2.9 million gain recognized on the ITC, which was generated and sold during the fourth quarter of 2023, as further described in Note 2 — Summary of Significant Accounting Policies.

Interest income

Interest income consists of amounts received on interest-bearing accounts.

The increase in interest income of $1.6 million during the three months ended March 31, 2025, compared to the same periods in 2024 was primarily due to $2.6 million in interest income on a sales-type lease entered into during the three months ended March 31, 2025. The increase was partially offset by lower balances in our interest-bearing accounts during the three months ended March 31, 2025.

Realized gain on net investment in lease

Realized gain on net investment in lease was $117.4 million during the three months ended March 31, 2025 resulting from a sales-type lease in a power purchase agreement that was entered into during the three months ended March 31, 2025. No such gain was recorded during the three months ended March 31, 2024.

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(Loss) gain on investments in unconsolidated entities

(Loss) gain on investments in unconsolidated entities reflect the changes in fair value of the Fund’s investments in unconsolidated entities.

The loss on investments in unconsolidated entities was $607,000 for the three months ended March 31, 2025 as compared to a gain on investments in unconsolidated entities of $5.3 million for the same period in 2024. The change was due to a decrease in the valuation from market conditions of the portfolio assets held by the unconsolidated entities.

Change in fair value of notes payable

We have elected the fair value option for our notes payable. Changes in fair value are recorded in the consolidated statements of operations.

The change in fair value of notes payable was $536,000 during the three months ended March 31, 2025, compared to $1.8 million for the same period in 2024. The change was primarily attributable to the change in valuation of our solar asset subsequent to March 31, 2024, which directly decreases the fair value of the Fund’s $75.0 million Convertible Note, as further described in Note 3 — Fair Value Measurements and Note 7 — Debt.

Net income (loss) attributable to non-controlling interests

The change in net income (loss) attributable to non-controlling interests was due to net income allocated to the non-controlling interest holder of $14.3 million during the three months ended March 31, 2025, compared to a net loss allocated to the non-controlling interest holder of $861,000 during the same period in 2024.

Financial Condition, Liquidity and Capital Resources

General

We expect to utilize proceeds from net cash provided by operations and capital contributions to finance our future acquisitions of and additions to investments. The sources of our operating cash flow will primarily be provided by rental income received from current and future leased properties and solar income from infrastructure assets.

Liquidity and Capital Resources

We expect to generate cash primarily from the net proceeds from our continuous private offering of our Units in reliance on exemptions from the registration requirements of the Securities Act, cash flows from our operating assets, and any financing arrangements we may enter into in the future.

Our primary needs for liquidity and capital resources are to fund our investments in portfolio entities and other investments, pay our operating fees and expenses (including the Management Fee and Incentive Allocation), pay any distributions that we make to the holders of our units, periodic repurchases under our redemption program, and pay interest on any outstanding indebtedness that we incur.

We expect to obtain the liquidity and capital resources that we need over the short and long-term from cash on hand, the proceeds of our private offerings and from any undistributed funds from operations. For additional detail regarding our private offering, see “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities-Use of Proceeds from Registered Sales of Securities” in the Fund’s Annual Report 10-K for the year ended December 31, 2024.

We currently anticipate that our available capital resources, including the proceeds from our private offering and the proceeds from any financing arrangements we may enter into, when combined with cash flow generated from our operating assets, will be sufficient to meet our anticipated working capital and capital expenditure requirements over the next 12 months and beyond.

Contractual Obligations

As of March 31, 2025, we had fixed and variable rate mortgage loans payable with an outstanding principal balance of $286.3 million and fair value of $295.3 million. The Fund’s mortgage notes payable are collateralized by the respective property on which the debt was placed. The mortgage notes payable are nonrecourse, and contain various restrictions and covenants with which the Fund was in compliance as of March 31, 2025.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash (amounts in thousands):

	Three Months Ended March 31,
	2025		2024
Net Cash Provided by (Used In) Operating Activities	$	3,760	$	(18,466)
Net Cash Used In Investing Activities	(53,281)		(34,368)
Net Cash Provided by Financing Activities	10,702		28,637
Net Change In Cash And Cash Equivalents And Restricted Cash	$	(38,819)	$	(24,197)

As of March 31, 2025 and 2024, cash and cash equivalents and restricted cash totaled $301.8 million and $379.4 million, respectively.

Net cash provided by operating activities for the three months ended March 31, 2025 was $3.8 million, compared to net cash used in operating activities of $18.5 million during the three months ended March 31, 2024. Cash flows used in operating activities for both the three months ended March 31, 2025 and 2024 primarily relates to the payment of management fees as well as payments for interest expense, property operating expenses and marketing, legal, tax and accounting fees. These outflows were offset by cash flows provided by operating activities, which includes rental and solar income received and interest income received on our cash-bearing accounts during the period.

Cash flows used in investing activities for both the three months ended March 31, 2025 and 2024 primarily relates to acquisitions and additions to our investments.

Cash flows provided by financing activities for the three months ended March 31, 2025 and 2024 primarily relates to proceeds from capital contributions and proceeds from notes payable borrowings, offset by distributions paid.

Related Parties

See “Note 9 — Management Fees, Incentive Allocation and Other Related-Party Transactions” for a description of certain transactions and relationships with related parties.

Critical Accounting Policies

Our accounting policies have been established to conform with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. 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 consolidated 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 consolidated financial statements, which should be read in conjunction with the more complete discussion of our significant 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, 2024. We consider our critical accounting policies to be the following:

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•Recoverability of Real Estate and Infrastructure Assets;

•Acquisitions and Initial Consolidation of VIEs; and

•Fair Value Measurements.

A complete description of such policies and our considerations is contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2024 and related notes thereto.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305 of Regulation S-K, the Fund, as a smaller reporting company, is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of March 31, 2025 was conducted under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, as of March 31, 2025, were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we may become subject to litigation or claims. For a description of our pending legal proceedings refer to the information set forth in Note 10 — Commitments and Contingencies to the consolidated financial statements in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes from the risk factors previously disclosed. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

Since March 2019, we have commenced and continue to commence, various private placement offerings of our Units. We are offering these securities in reliance upon exemption from the registration requirements provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, without the use of general solicitation, as that concept is embodied in Regulation D. As of March 31, 2025, we have sold 1,888,334 units resulting in gross offering proceeds of approximately $2.1 billion. The following table represents units sold during the three months ended March 31, 2025 and 2024:

Quarter Ended	Number of Units	Amount
March 31, 2024	21,992.16	$	25,570,000
June 30, 2024	25,607.15	$	29,978,010
September 30, 2024	49,787.35	$	60,077,644
December 31, 2024	19,150.46	$	23,108,578
March 31, 2025	8,858.41	$	10,917,000

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) or any “non-Rule 10b5-1 trading arrangement” in effect at any time during the three months ended March 31, 2025.

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ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description
31.1*	Certifications of the Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certifications of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as InLine XBRL and contained in Exhibit 101).

_______________

*Filed herewith.

**    In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CIM Opportunity Zone Fund, L.P.
By:	/s/ Nathan D. DeBacker
Name:	Nathan D. DeBacker
Title:	Chief Accounting Officer (Principal Financial Officer)

	CIM Opportunity Zone Fund, L.P.
By:	/s/ David Thompson
Name:	David Thompson
Title:	Chief Financial Officer (Principal Executive Officer)

Date: May 15, 2025

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