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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
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Date of Report (Date of earliest event reported): September 30, 2025 |
Claros Mortgage Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-40993 |
47-4074900 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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c/o Mack Real Estate Credit Strategies, L.P. 60 Columbus Circle, 20th Floor |
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New York, New York |
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10023 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (212) 484-0050 |
(Former Name or Former Address, if Changed Since Last Report)
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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share |
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CMTG |
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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 1.01 Entry into a Material Definitive Agreement.
Effective September 30, 2025, Claros Mortgage Trust, Inc. (the "Company") and CMTG JNP Finance LLC, a wholly owned subsidiary of the Company, entered into that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association that, among other things, increased the maximum facility amount to $1.1 billion.
Effective September 30, 2025, CMTG JP Finance LLC, a wholly owned subsidiary of the Company, entered into that certain Amendment No. 7 to Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association that decreased the maximum facility amount to $1.9 billion.
The foregoing descriptions of these amendments are only a summary of certain material provisions and are qualified in their entirety by references to copies of the amendments, which are filed herewith as Exhibit 10.1 and Exhibit 10.2 and by this reference incorporated herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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10.1*+ |
Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of October 2, 2025 by and among CMTG JNP Finance LLC, Claros Mortgage Trust, Inc., and JP Morgan Chase Bank, National Association |
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10.2* |
Amendment No. 7 to Amended and Restated Master Repurchase Agreement dated as of October 2, 2025 by and between CMTG JP Finance LLC and JP Morgan Chase Bank, National Association |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
Filed herewith |
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Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) or certain schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). Such omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
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.
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CLAROS MORTGAGE TRUST, INC. |
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Date: |
October 6, 2025 |
By: |
/s/ J. Michael McGillis |
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J. Michael McGillis
Chief Financial Officer, President and Director
(Principal Financial and Accounting Officer) |
