SEC waiver lets Claros Mortgage Trust (NYSE: CMTG) skip property financials

Rhea-AI Filing Summary

Claros Mortgage Trust, Inc. filed an amended current report to update a previously disclosed asset acquisition. A wholly owned subsidiary had completed a mortgage foreclosure on two multifamily properties in Texas that secured a senior loan to unaffiliated borrowers. The company had originally planned to provide historical and pro forma financial statements for this property acquisition under Regulation S-X Rules 3-14 and Article 11. After receiving a waiver from the U.S. Securities and Exchange Commission under Rule 3-13, Claros Mortgage Trust will not file those financial statements and has removed references to any future filing of them. The amendment states that no financial statements or exhibits are included.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1 to

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 01, 2025

Claros Mortgage Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-40993	47-4074900
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Mack Real Estate Credit Strategies, L.P. 60 Columbus Circle, 20th Floor
New York, New York				10023
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 484-0050

(Former Name or Former Address, if Changed Since Last Report)

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CMTG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 8, 2025, Claros Mortgage Trust, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to disclose that a wholly owned subsidiary of the Company completed a mortgage foreclosure on two multifamily properties located in Texas (the “Property”) which previously served as collateral for a senior loan receivable held-for-investment (the “Loan”) made to Park West I LLC, Park West II LLC, Park West III LLC, Park West IV LLC, Park West VII LP, Cedar Springs I LLC, Cedar Springs II LLC, Cedar Springs III LLC, Cedar Springs V LLC, and Cedar Springs VII LP, as unaffiliated third-party borrowers. In the Original 8-K, the Company indicated that the Item 9.01 historical and pro forma financial statements prepared pursuant to Rule 3-14 of Regulation S-X relating to the acquisition of the Property (collectively, the "Financial Statements") would be filed by amendment to the Original 8-K within 71 calendar days of the date on which the Original 8-K was required to be filed.

Pursuant to the U.S. Securities and Exchange Commission's authority under Rule 3-13 under Regulation S-X, the Company has since obtained a waiver from the requirements of Rule 3-14 and Article 11 of Regulation S-X to provide such Financial Statements. Accordingly, the Company will not file the Financial Statements previously referenced in the Original 8-K and hereby amends the Original 8-K to eliminate references to any subsequent filing of such Financial Statements.

Item 9.01 Financial Statements and Exhibits.

None.

SIGNATURES

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.

			CLAROS MORTGAGE TRUST, INC.
Date:	September 2, 2025	By:	/s/ J. Michael McGillis
			J. Michael McGillis Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)

FAQ

What does Claros Mortgage Trust (CMTG) disclose in this 8-K/A amendment?

Claros Mortgage Trust files an amended report stating it obtained an SEC waiver from providing certain historical and pro forma financial statements for a Texas multifamily property acquisition completed through foreclosure, and it removes prior references to filing those statements later.

Which transaction is referenced in Claros Mortgage Trust (CMTG)’s amended filing?

The amendment refers to a completed mortgage foreclosure by a wholly owned subsidiary on two multifamily properties in Texas. These properties served as collateral for a senior loan held-for-investment that Claros Mortgage Trust had made to multiple unaffiliated borrower entities.

Why will Claros Mortgage Trust (CMTG) not file property financial statements?

Claros Mortgage Trust obtained a waiver from the U.S. Securities and Exchange Commission under Rule 3-13 of Regulation S-X. This waiver relieves it from preparing and filing the previously referenced historical and pro forma financial statements related to the foreclosed Texas multifamily properties.

What prior commitment is Claros Mortgage Trust (CMTG) changing in this amendment?

In its original report, Claros Mortgage Trust said it would file historical and pro forma financial statements for the acquired properties within 71 days. After receiving an SEC waiver, the company now states it will not file those financial statements and deletes references to any future filing.

Does Claros Mortgage Trust (CMTG)’s amendment include any new financial statements or exhibits?

The amendment specifies that no financial statements or exhibits are provided. It focuses on explaining the SEC waiver from Rule 3-14 and Article 11 of Regulation S-X and formally removes the earlier plan to submit acquisition-related financial statements for the Texas multifamily properties.

What properties are involved in Claros Mortgage Trust (CMTG)’s disclosed foreclosure acquisition?

The filing identifies two multifamily properties located in Texas, collectively referred to as the Property. These assets previously served as collateral for a senior loan receivable held-for-investment that Claros Mortgage Trust had made to several unaffiliated borrowers named in the report.