[8-K] Claros Mortgage Trust, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 highlights an insider transaction at Thumzup Media Corp. (TZUP) dated 07/07/2025. Director and reporting person Danny Lupinelli disposed of a large block of derivative securities tied to the company’s common stock.

• Transaction type: Code “S” (sale) of an Option (Right to Buy).
• Volume sold: 750,000 option rights, each convertible into one share of common stock.
• Exercise price: $0.30 per share, implying total underlying value of $225,000.
• Background: The options stem from a January 9 2024 Option Purchase Agreement giving Hampton Growth Resources, LLC rights to acquire up to 1,400,000 shares. An Option Assignment Agreement dated 06/19/2025 transferred part of those rights, and the sale closed on 07/07/2025.
• Post-transaction holding: Lupinelli retains 650,223 derivative securities.
• Ownership status: Filing made by a single reporting person who is both a Director and 10% owner (as indicated).

In essence, the filing documents a sizeable insider sale of option rights—over half of the original 1.4 million share option—reducing Lupinelli’s derivative position while injecting $225k of proceeds.

Positive

• None.

Negative

• Director disposes of 750,000 option rights, cutting derivative position by over half, which can be viewed as bearish insider sentiment.

Insights

Securities Analyst

TL;DR – Director sold 750k option rights, trimming stake by ~54%; insider sentiment appears mildly negative.

The filing shows Danny Lupinelli monetising 750,000 options at a $0.30 strike, leaving 650,223 derivative securities. Code “S” confirms a sale rather than an exercise, signalling liquidation rather than deeper commitment. Proceeds of $225k are modest in absolute terms but represent a meaningful percentage of his derivative holdings. Such insider selling can be interpreted as a short-term bearish signal, though the option originates from a third-party agreement with Hampton Growth Resources, implying the transaction may be contractual rather than purely discretionary. No information on company fundamentals is provided, so impact is limited to sentiment.

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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

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.)
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)

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 1, 2025, a wholly owned subsidiary of Claros Mortgage Trust, Inc. (the "Company") completed a mortgage foreclosure on two multifamily properties located in Texas (the "Property") which previously served as the 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. As previously disclosed in the Company's Form 10-Q for the quarterly period ended March 31, 2025 filed on May 7, 2025, the Loan was on non-accrual status, was risk rated 5, and had a carrying value net of specific CECL reserves of $118.1 million.

Item 9.01 Financial Statements and Exhibits.

The Company intends to amend this Form 8-K, no later than 71 calendar days after the date this Form 8-K was required to be filed, to include the required 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.

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:	July 8, 2025	By:	/s/ J. Michael McGillis
			J. Michael McGillis Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)

FAQ

What did Danny Lupinelli sell according to the Form 4 for TZUP?

He sold 750,000 option rights to acquire Thumzup Media common stock.

At what price were the TZUP options valued in the insider sale?

The exercise price is $0.30 per share, totaling $225,000 for the block.

How many derivative securities does Lupinelli still hold after the transaction?

He retains 650,223 options following the reported sale.

Why were these TZUP options sold?

The sale completed an Option Assignment Agreement with Hampton Growth Resources dated 06/19/2025.

Is this Form 4 filed by multiple insiders?

No. The filing is marked "Form filed by One Reporting Person".