Almanac designee shift: Claros Mortgage Trust (CMTG) adds D. Pike Aloian to board

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What board changes did Claros Mortgage Trust (CMTG) announce on May 6, 2026?

Why is Andrew Silberstein resigning from the Claros Mortgage Trust (CMTG) board?

Who is D. Pike Aloian, the new Claros Mortgage Trust (CMTG) director?

How does Almanac’s designation right affect Claros Mortgage Trust (CMTG)’s board?

Will Claros Mortgage Trust (CMTG) update its 2026 proxy statement for this board change?

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Claros Mortgage Trust, Inc. reported that director Andrew Silberstein will resign from its Board effective May 11, 2026, in connection with his retirement from Almanac Realty Investors. His departure is stated not to involve any disagreement with the company’s operations, policies, or practices.

To fill the vacancy, the Board appointed D. Pike Aloian as a director effective May 11, 2026, at the request of Almanac under its contractual designation right, which applies while an Almanac affiliate holds at least 4.9% of the company’s common stock. Aloian will serve until the 2026 Annual Meeting of Stockholders on June 3, 2026, and has been nominated for reelection. The company expects to enter into its standard indemnification agreement for officers and directors with him and notes there are no related-party transactions requiring disclosure.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Almanac ownership threshold: 4.9% of outstanding common stock Director resignation effective date: May 11, 2026 2026 Annual Meeting date: June 3, 2026

3 metrics

Almanac ownership threshold 4.9% of outstanding common stock Level at which Almanac may designate one Claros Mortgage Trust director

Director resignation effective date May 11, 2026 Effective date of Andrew Silberstein’s resignation from the Board

2026 Annual Meeting date June 3, 2026 End of Aloian’s initial term and date of stockholder vote

Designation Right, Annual Meeting of Stockholders, Regulation S-K, indemnification agreement

4 terms

Designation Right financial

"pursuant to Almanac Realty Investors’ ... right to designate one director to our Board"

Annual Meeting of Stockholders financial

"appointed to serve until our 2026 Annual Meeting of Stockholders to be held on June 3, 2026"

Regulation S-K regulatory

"There are no transactions in which Mr. Aloian has an interest requiring disclosure under Item 404(a) of Regulation S-K."

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

indemnification agreement regulatory

"We expect to enter into our standard form of indemnification agreement for officers and directors with Mr. Aloian."

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Understanding 8-K Material Events →

05/12/2026 - 05:10 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2026, Andrew Silberstein advised the Board of Directors (“Board”) of Claros Mortgage Trust, Inc. (“we,” “us,” “our,” or the “Company”) that he will be resigning from the Board, effective May 11, 2026. Mr. Silberstein was originally appointed to our Board pursuant to Almanac Realty Investors’, a business unit of NB Alternatives Advisers LLC (“Almanac’s”), right to designate one director to our Board for so long as its affiliate owns 4.9% or more of the outstanding shares of our common stock (the “Designation Right”). Mr. Silberstein’s resignation from the Board is in connection with his retirement from Almanac. Mr. Silberstein’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Silberstein for his dedicated service on the Board.

On May 11, 2026, our Board appointed D. Pike Aloian to our Board, effective May 11, 2026, to fill the vacancy created by Mr. Silberstein’s resignation upon the request of Almanac pursuant to the Designation Right. Mr. Aloian was appointed to serve until our 2026 Annual Meeting of Stockholders to be held on June 3, 2026 (the “Annual Meeting”) and until his successor is duly elected and qualified. Pursuant to the Designation Right, our Board has nominated Mr. Aloian for reelection at the Annual Meeting and we intend to file a supplement to the definitive proxy statement we filed on April 22, 2026 to reflect Mr. Aloian as a substitute nominee for reelection at the Annual Meeting to replace Mr. Silberstein. Except for Mr. Aloian’s appointment as the new Almanac designee pursuant to the Designation Right, there are no other arrangements or understandings between Mr. Aloian and any other person pursuant to which Mr. Aloian was selected as our director. There are no transactions in which Mr. Aloian has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Aloian joined Almanac in 1988 as Managing Director and transitioned to a senior advisor role in 2025, responsible for representing Almanac on the boards of Merritt Properties, LLC since 1997, Sherman Associates Ventures since 2020, and Key Real Estate Company since 2021. He has also served on the board of EastGroup Properties (NYSE:EGP) since 1999. He previously served on the boards of Welcome Group, LLC from 2019 to 2025, Klein Enterprises from 2021 to 2025, Brandywine Realty Trust (NYSE:BDN) from 1999 to 2012, and CRT Properties, Inc. (NYSE:CRO) from 1993 to 2005. Prior to joining Almanac in 1988, he was a vice president at The Harlan Company, where he was responsible for property acquisition, development and financing. He has also previously served as an adjunct professor of the Columbia University Graduate School of Business. Mr. Aloian graduated from Harvard College in 1976 and received an MBA from Columbia University in 1980.

We expect to enter into our standard form of indemnification agreement for officers and directors with Mr. Aloian.

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.

Source: View Original Filing on SEC EDGAR

Claros Mortgage Trust announced that director Andrew Silberstein will resign from its Board effective May 11, 2026, and that D. Pike Aloian has been appointed to fill the resulting vacancy, subject to stockholder reelection at the 2026 Annual Meeting.

Andrew Silberstein is resigning from the Board in connection with his retirement from Almanac Realty Investors. The company states that his resignation is not due to any disagreement regarding Claros Mortgage Trust’s operations, policies, or practices, indicating an orderly, non‑contentious transition.

D. Pike Aloian is a long‑tenured Almanac executive who joined in 1988 and became a senior advisor in 2025. He has extensive board experience at multiple real estate companies and holds degrees from Harvard College and Columbia University’s MBA program, reflecting significant industry and governance background.

Almanac Realty Investors has the right to designate one director to the Claros Mortgage Trust Board as long as its affiliate owns at least 4.9% of the company’s outstanding common stock. Both Silberstein’s original appointment and Aloian’s replacement arise from this contractual designation right.

Yes. Claros Mortgage Trust states it intends to file a supplement to its definitive proxy statement dated April 22, 2026, to substitute D. Pike Aloian as a nominee for reelection at the June 3, 2026 Annual Meeting in place of resigning director Andrew Silberstein.

CLAROS MORTGAGE TRUST, INC.

Date: May 12, 2026

/s/ J. Michael McGillis

J. Michael McGillis

Chief Financial Officer, President and Director

(Principal Financial and Accounting Officer)

3 documents