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

Rhea-AI Filing Summary

Bank of New York Mellon Corp. (BK) – Form 4 insider filing

Director Sandra O’Connor acquired 303.365 phantom stock units on 1 Jul 2025 through the company’s Deferred Compensation Plan for Directors. The units, valued at an implied $90.65 each (≈ $27.5 k total), will convert into BK common shares at a future distribution date. After the award, her aggregate beneficial ownership rose to 6,097.442 shares/units. No securities were sold and no derivatives were exercised or disposed of.

This is a routine, compensation-related accrual rather than an open-market purchase; as such, it has minimal immediate market impact but modestly increases management-equity alignment.

Insights

Financial Analyst

TL;DR: Small, routine phantom-stock grant; negligible financial impact but modestly positive governance signal.

The filing records a grant of 303 phantom stock units (≈ $27 k) to Director Sandra O’Connor, lifting her beneficial holding to about 6.1 k shares. Because the units were earned under a deferred compensation plan rather than purchased in the open market, the transaction is considered routine and does not materially alter the company’s insider-ownership profile or capital structure. Nonetheless, incremental equity exposure for board members marginally aligns incentives with shareholders. Overall effect on valuation or liquidity is de minimis; I classify the impact as neutral.

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^*

TESE VINCENT

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
DEFERRED STOCK UNITS(1)	(1)	07/01/2025		A		10,805		(1)	(1)	COMMON STOCK	10,805	$0	51,233	D

Explanation of Responses:

1. Represents director cash fees that have been deferred by the Reporting Person under the Issuer's Deferred Compensation Plan ("DCP") and thus are reported as Deferred Stock Units ("DSUs"). The DSUs are fully vested and convert into shares of Common Stock on a one-for-one basis, or at the election of the Issuer into cash, following the deferral period as defined in the DCP. The DSUs have no expiration date.

	/s/ Jeffrey D. Siegel, Attorney-in-Fact for Vincent Tese	07/03/2025
	** 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

How many Bank of New York Mellon (BK) shares did Director Sandra O’Connor acquire?

She received 303.365 phantom stock units on 1 Jul 2025.

What was the reference price for the phantom stock in the BK Form 4 filing?

The units were recorded at an implied $90.65 per share.

What is Director O’Connor’s total ownership in BK after the transaction?

Her beneficial interest increased to 6,097.442 shares/units.

Was this an open-market purchase of BK shares?

No. The units were granted under the Deferred Compensation Plan for Directors, not bought on the open market.

Does the Form 4 transaction materially affect Bank of New York Mellon's share count?

No. The award is immaterial to BK’s overall share base and has minimal market impact.