[Form 4] Claros Mortgage Trust, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard Mack, CEO and Chairman of Claros Mortgage Trust, Inc. (CMTG), reported a sale of 139,364 shares of common stock on 08/25/2025 at a price of $3.46 per share. After the reported transaction, he beneficially owns 2,667,330 shares. The filing is labeled as a Form 4 and indicates the sale resulted from the net settlement of vested restricted stock units to satisfy tax withholding obligations. The Form 4 was filed individually and signed by an attorney-in-fact on behalf of Mr. Mack.

Positive

• Timely and specific disclosure of insider transaction in compliance with Form 4 requirements
• Explanation provided that the disposition was a net settlement of vested RSUs to satisfy tax withholding
• Substantial retained ownership reported: 2,667,330 shares remain beneficially owned

Negative

• Insider disposition of 139,364 shares reported, which reduces the reporting person’s stake
• Transaction occurred at $3.46 per share, representing realized proceeds (amount not aggregated in the filing)

Insights

Corporate Governance Expert

TL;DR: Insider tax-related settlement led to a partial disposition; ownership remains substantial at 2.67 million shares.

The Form 4 documents a routine, non-discretionary disposition tied to the net settlement of vested restricted stock units to cover tax withholding. Such transactions commonly reduce share counts without representing an active open-market sale decision by the insider. From a governance standpoint, disclosure is timely and complete, and the filing clarifies the transaction code and purpose. The remaining beneficial stake of 2,667,330 shares suggests continued alignment with shareholders, though investors may note any pattern of repeated dispositions over time.

Securities Analyst

TL;DR: Reported disposition reduced insider holdings; transaction was a tax-driven net settlement, not necessarily a market sell.

The reported transaction code and the explanation indicate the sale arose from net settlement of RSUs for tax withholding, which is a common and non-operational liquidity event. The disclosed per-share price is $3.46, and the transaction date is 08/25/2025. The filing does not state the proportion of total holdings sold prior to the transaction, so materiality relative to total position cannot be determined from this form alone. The document is straightforward and compliant with Section 16 reporting requirements.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mack Richard

(Last) (First) (Middle)

C/O MACK REAL ESTATE CREDIT STRATEGIES

60 COLUMBUS CIRCLE, 20TH FLOOR

(Street)

NEW YORK NY 10023

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Claros Mortgage Trust, Inc. [ CMTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		F(1)		139,364	D	$3.46	2,667,330	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents net settlement of vested Restricted Stock Units in order to satisfy tax withholding obligations.

	/s/ Jeffrey D. Siegel, Attorney-in-Fact for Richard Mack	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard Mack report on the Form 4 for CMTG?

The Form 4 reports a disposition of 139,364 shares of common stock on 08/25/2025 at $3.46 per share, leaving 2,667,330 shares beneficially owned.

Why were the shares disposed according to the filing?

The filing states the transaction represents net settlement of vested Restricted Stock Units to satisfy tax withholding obligations.

What role does the reporting person hold at Claros Mortgage Trust (CMTG)?

The reporting person, Richard Mack, is identified as Director and CEO and Chairman of the issuer.

When was the transaction executed and who signed the Form 4?

The transaction date is 08/25/2025 and the Form 4 was signed by Jeffrey D. Siegel, Attorney-in-Fact for Richard Mack on 08/27/2025.

Does the Form 4 indicate joint filing or multiple reporting persons?

The Form indicates it was filed by one reporting person (individual filing).