CMTG Form 4: Insider Sells 25,150 Shares at $3.46 — RSU Tax Withholding

Claros Mortgage Trust insider report: Mike McGillis, who serves as President and Chief Financial Officer and as a director, reported a sale of 25,150 shares of Claros Mortgage Trust, Inc. (CMTG) on 08/25/2025 at a price of $3.46 per share.

Rhea-AI Filing Summary

Claros Mortgage Trust insider report: Mike McGillis, who serves as President and Chief Financial Officer and as a director, reported a sale of 25,150 shares of Claros Mortgage Trust, Inc. (CMTG) on 08/25/2025 at a price of $3.46 per share. After the transaction he beneficially owned 583,007 shares. The filing states the sale reflects the net settlement of vested Restricted Stock Units to satisfy tax withholding obligations. The Form 4 was signed by an attorney-in-fact on 08/27/2025.

Positive

• Transparent disclosure of the transaction and explicit explanation that it was a net settlement of vested RSUs to satisfy tax withholding
• Substantial remaining ownership after the transaction: 583,007 shares remain beneficially owned

Negative

• Reduction in insider holdings by 25,150 shares due to a disposal reported on 08/25/2025 at $3.46 per share

Insights

Financial Analyst

TL;DR: Insider disposed of vested RSUs to cover taxes; remaining stake remains sizeable, so this appears administrative rather than a liquidity-driven exit.

The reported 25,150-share disposal at $3.46 was executed as a net settlement of vested restricted stock units to satisfy tax withholding. Such transactions commonly reflect routine compensation settlements rather than active selling for investment reasons. After the transaction Mr. McGillis retains 583,007 shares, which indicates continued substantial ownership alignment with shareholders. No derivative transactions or other compensatory changes were reported.

Corporate Governance Expert

TL;DR: Filing is timely and transparent; the stated tax-withholding purpose reduces governance concern about the sale.

The Form 4 discloses the nature of the disposal as net settlement of vested RSUs to satisfy tax obligations, which is an acceptable and common practice under executive compensation plans. The filing identifies Mr. McGillis's roles as President, CFO, and director, and shows the post-transaction beneficial ownership. From a governance perspective, the explicit explanation in the filing supports compliance with insider-reporting rules and reduces ambiguity around intent.

Insider Trade Summary

Exercise Price or Tax Liability: 25,150 shares

Exercise Price or Tax Liability 1 txn

Insider McGillis Mike

Role PRESIDENT AND CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	25,150	$3.46	$87K

Holdings After Transaction: Common Stock — 583,007 shares (Direct)

Footnotes (1)

1. F1. Represents net settlement of vested Restricted Stock Units in order to satisfy tax withholding obligations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Mike McGillis report for CMTG on Form 4?

He reported a disposal of 25,150 shares on 08/25/2025 at a price of $3.46 per share.

Why were the shares disposed according to the Form 4?

The filing states the shares were disposed as a net settlement of vested Restricted Stock Units to satisfy tax withholding obligations.

How many Claros Mortgage Trust shares does Mike McGillis beneficially own after the reported transaction?

Following the reported transaction he beneficially owns 583,007 shares.

What positions does the reporting person hold at CMTG?

The Form 4 indicates Mike McGillis is President and Chief Financial Officer and a director of Claros Mortgage Trust.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 08/27/2025, executed by Jeffrey D. Siegel as attorney-in-fact for Mike McGillis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/27/2025 - 05:51 PM Learn about SEC filing dates

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^*

McGillis Mike

(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)
	PRESIDENT AND CFO

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)		25,150	D	$3.46	583,007	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 Mike McGillis	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.