Claros Mortgage Trust (NYSE: CMTG) boosts equity plan and director pay cap

Rhea-AI Filing Summary

Claros Mortgage Trust, Inc. reported results of its 2026 annual meeting and an amendment to its 2016 Incentive Award Plan. Stockholders approved increasing the shares reserved under the plan by 6,500,000 to 14,781,594 and raising the incentive stock option limit to 7,500,000 shares.

The amendment also extends the period for granting incentive stock options through April 20, 2036 and caps total annual compensation for any non-employee director at $750,000, including cash and equity awards. Stockholders elected nine directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved executive pay on an advisory basis.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

New shares added to plan: 6,500,000 shares Total plan reserve: 14,781,594 shares ISO share limit: 7,500,000 shares +5 more

8 metrics

New shares added to plan 6,500,000 shares Increase in shares reserved under 2016 Incentive Award Plan

Total plan reserve 14,781,594 shares Aggregate shares of common stock reserved under amended 2016 plan

ISO share limit 7,500,000 shares Maximum shares grantable as incentive stock options under plan

Director compensation cap $750,000 Annual limit per non-employee director including cash and equity awards

Auditor ratification for-votes 119,106,024 votes Votes for ratifying PricewaterhouseCoopers LLP for 2026

Say-on-pay for-votes 70,326,271 votes Advisory approval of named executive officer compensation

Equity plan amendment for-votes 70,802,303 votes Approval of 2016 plan amendment at 2026 annual meeting

ISO grant period end April 20, 2036 Extended deadline to grant incentive stock options

Key Terms

incentive stock options, FASB ASC Topic 718, broker non-votes, independent registered accounting firm, +1 more

5 terms

incentive stock options financial

"Increases the aggregate number of shares of Common Stock that may be granted as incentive stock options (“ISOs”) from 1,000,000 shares to 7,500,000 shares"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

FASB ASC Topic 718 financial

"aggregate grant date fair value (determined as of the grant date in accordance with FASB ASC Topic 718 (or any successor thereto))"

broker non-votes financial

"Richard Mack | 100,207,430 | 5,818,457 | 13,144,095"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered accounting firm financial

"ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026"

advisory basis financial

"The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

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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): June 03, 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)

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.

Amendment to Claros Mortgage Trust, Inc. 2016 Incentive Award Plan

On June 3, 2026, Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2016 Incentive Award Plan (the “2016 Plan” and, as amended by the Amendment, the “Amended 2016 Plan”). The Amendment was adopted by the Company’s Board of Directors on April 20, 2026 and became effective on the date of the Annual Meeting. The Amendment makes the following material changes to the 2016 Plan:

•Increases the aggregate number of shares of common stock of the Company, par value $0.01 per share (“Common Stock”) reserved for issuance under the 2016 Plan by 6,500,000 shares to 14,781,594 shares;

•Increases the aggregate number of shares of Common Stock that may be granted as incentive stock options (“ISOs”) from 1,000,000 shares to 7,500,000 shares;

•Extends the period during which ISOs may be granted under the 2016 Plan through April 20, 2036 (the tenth anniversary of the date on which the Board adopted the Amendment); and

•Provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the grant date in accordance with FASB ASC Topic 718 (or any successor thereto)) of all awards granted to a non-employee director as compensation for services as a non-employee director with respect to any fiscal year may not exceed $750,000.

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, the terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

a)The Company held its Annual Meeting on June 3, 2026 via live webcast.

b)The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below:

Proposal 1: The Company’s stockholders elected the nine nominated directors identified below, each to serve and to hold office for a one-year term until the Company’s next annual meeting of stockholders in 2027 and until their successors have been duly elected and qualified or until their earlier resignation or removal.

Nominee	For	Withheld	Broker Non-Votes
Richard Mack	100,207,430	5,818,457	13,144,095
J. Michael McGillis	99,811,856	6,214,031	13,144,095
Steven L. Richman	100,232,656	5,793,231	13,144,095
D. Pike Aloian	97,067,594	8,958,293	13,144,095
Derrick D. Cephas	81,678,525	24,347,362	13,144,095
Mary Haggerty	100,227,157	5,798,730	13,144,095
Pamela Liebman	86,127,427	19,898,460	13,144,095
Denise Olsen	100,408,357	5,617,530	13,144,095
W. Edward Walter III	86,132,940	19,892,947	13,144,095

Proposal 2: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026.

For	Against	Abstain	Broker Non-Votes
119,106,024	63,833	125	0

Proposal 3: The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
70,326,271	35,691,548	8,068	13,144,095

Proposal 4: The Company’s stockholders voted to approve an amendment to (i) increase the number of shares of the Company’s common stock reserved for issuance under the 2016 Plan, as amended, by 6,500,000 shares; (ii) increase the number of shares of the Company’s common stock that may be granted as ISOs to 7,500,000 shares; (iii) extend the period during which ISOs may be granted; and (iv) limit the sum of any cash compensation and aggregate grant date fair value of all awards granted to a non-employee director as compensation for services as a non-employee director with respect to any fiscal year to $750,000.

For	Against	Abstain	Broker Non-Votes
70,802,303	35,056,699	166,885	13,144,095

Item 9.01 Financial Statements and Exhibits.

10.1	First Amendment to Claros Mortgage Trust, Inc. 2016 Incentive Award Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith

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 hereunto duly authorized.

			CLAROS MORTGAGE TRUST, INC.
Date:	June 5, 2026	By:	/s/ J. Michael McGillis
			J. Michael McGillis Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)

FAQ

What did Claros Mortgage Trust (CMTG) change in its 2016 Incentive Award Plan?

Claros Mortgage Trust amended its 2016 Incentive Award Plan to add 6,500,000 shares, bringing the total reserved to 14,781,594. It also raised the incentive stock option limit to 7,500,000 shares and extended ISO grants through April 20, 2036.

How are Claros Mortgage Trust non-employee directors now compensated under the plan?

The amendment caps each non-employee director’s total annual compensation at $750,000. This limit includes both cash payments and the aggregate grant date fair value of equity awards, calculated under FASB ASC Topic 718, for services in any fiscal year.

Were Claros Mortgage Trust’s directors re-elected at the 2026 annual meeting?

Stockholders elected nine nominated directors to one-year terms ending at the 2027 annual meeting. Support levels varied, with several directors receiving over 100 million for-votes and broker non-votes of 13,144,095 recorded for each director election proposal.

Did Claros Mortgage Trust stockholders approve the company’s executive compensation?

On an advisory basis, stockholders approved the compensation of named executive officers. The say-on-pay proposal received 70,326,271 votes for, 35,691,548 against, 8,068 abstentions, and 13,144,095 broker non-votes, indicating overall support despite a sizable opposing vote block.

Who is Claros Mortgage Trust’s independent auditor for fiscal year 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Claros Mortgage Trust’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 119,106,024 votes for, 63,833 against, 125 abstentions, and no broker non-votes reported on this proposal.

How did Claros Mortgage Trust stockholders vote on the equity plan amendment?

The equity plan amendment received 70,802,303 votes for, 35,056,699 against, 166,885 abstentions, and 13,144,095 broker non-votes. Approval allows increased share reserves, a higher incentive stock option limit, extended ISO grant timing, and a $750,000 annual compensation cap for non-employee directors.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 15.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.3 KB