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

Rhea-AI Filing Summary

Form 4 filing for The PNC Financial Services Group, Inc. (PNC) details insider activity by director Marjorie Rodgers Cheshire dated July 1, 2025.

• The director acquired 224 phantom stock units at an underlying reference price of $192.52. Each unit economically represents one share of PNC common stock and will be settled in cash under the Deferred Compensation Plan.
• Following the transaction, Cheshire beneficially owns 5,799 phantom units within the Deferred Compensation Plan, 4,114 phantom units under the Outside Directors Deferred Stock Unit Plan, and 11,437 deferred stock units (DSUs) granted through PNC’s Directors Deferred Stock Unit Program.
• No common shares were sold or disposed of; all reported securities were acquired or represent accrued dividend equivalents, indicating an incremental increase in the director’s economic exposure to PNC.
• All instruments are either indirect (plan-held phantom units) or direct (DSUs), with settlement occurring in cash or stock at retirement according to plan terms.

The filing reflects routine compensation-related accruals rather than open-market purchases, but the absence of sales signals continued alignment of the director’s interests with shareholders.

Positive

• Director increased economic exposure by acquiring 224 additional phantom stock units, signaling continued alignment with shareholders.
• No shares were sold or disposed, avoiding any negative perception linked to insider selling.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director adds 224 phantom units, raising total economic stake; small, routine, modestly positive signal.

The transaction is entirely plan-based and cash-settled, so it does not involve direct cash outlay or secondary-market activity. However, it modestly increases the director’s theoretical share-equivalent exposure from 21,126 to 21,350 units (phantom + DSUs combined). Because there are no dispositions, it can be viewed as a positive governance indicator, albeit not materially impactful to PNC’s overall valuation. Investors typically view insider accumulation—however small—as a vote of confidence, but the absence of open-market buying and the cash-settlement nature tempers the signal.

Corporate Governance Specialist

TL;DR: Routine deferred-comp accrual, neutral valuation impact, modestly supportive of alignment.

Cheshire’s filing shows continued participation in PNC’s director compensation programs, with phantom units and DSUs accruing dividend equivalents. These awards are standard for board compensation and indicate adherence to long-term alignment policies. Because awards are formulaic and do not represent discretionary purchases, they carry limited predictive power for future stock performance. Nonetheless, the lack of any sales or hedging keeps governance optics positive. From a stewardship standpoint, the filing is neutral-to-slightly positive but not impactful for investment decisions.

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^*

Richman Steven Leonard

(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		7,203		(1)	(1)	COMMON STOCK	7,203	$0.00	35,897	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 Steven Leonard Richman	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

What insider transaction did PNC director Marjorie Rodgers Cheshire file on July 1, 2025?

She acquired 224 phantom stock units through the Deferred Compensation Plan.

How many PNC phantom stock units does the director now hold?

After the transaction, she beneficially owns 5,799 phantom units in the Deferred Compensation Plan and 4,114 in the Outside Directors Plan.

What are Deferred Stock Units (DSUs) in PNC's Form 4?

DSUs are awards under the Directors Deferred Stock Unit Program representing the right to receive one PNC share (or cash) at retirement; the director holds 11,437.

Did the director sell any PNC shares in this filing?

No. All reported transactions were acquisitions or dividend-equivalent accruals; no disposals occurred.

Do phantom stock units impact PNC's share count?

No, they are cash-settled and therefore do not dilute the outstanding common stock.