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Claros Mortgage Trust, Inc. director Denise Olsen filed an initial ownership report on Form 3. This filing establishes her status as a reporting insider of the company but does not list any specific transactions or derivative positions in the provided excerpt.
Claros Mortgage Trust, Inc. CEO and Chairman Richard Mack reported an open-market purchase of 50,000 shares of the company’s common stock. The shares were bought at a weighted average price of $2.4071 per share, increasing his directly held stake to 2,717,330 shares following the transaction. The filing notes that the purchase was executed through multiple trades at prices ranging from $2.385 to $2.425 per share.
Claros Mortgage Trust, Inc. president and CFO Mike McGillis bought 20,000 shares of common stock in an open-market purchase. The transaction occurred on March 2, 2026 at a weighted average price of $2.3396 per share, bringing his direct ownership to 603,007 shares.
Claros Mortgage Trust, Inc. reported an insider-related transaction involving director Walter W. Edward. An entity associated with him, WillJen2 LLC, made an open-market purchase of 25,000 shares of common stock at a weighted average price of $2.2758 per share, with individual trades ranging from $2.255 to $2.28. Following this purchase, WillJen2 LLC held 32,000 shares indirectly. Another affiliated entity, WillJen LLC, held 6,760 shares indirectly, while Mr. Walter also held 32,715 shares directly. The filing notes that a prior Form 4 contained a scrivener’s error that misattributed 7,000 shares between WillJen and WillJen2, and the corrected holdings are now reflected.
Claros Mortgage Trust, Inc. reported a GAAP net loss of $219.2 million, or $1.56 per share, for Q4 2025 and a full-year 2025 GAAP net loss of $489.1 million, or $3.49 per share. The company also recorded a Q4 distributable loss of $101.7 million, or $0.71 per share, and a full-year distributable loss of $269.0 million, or $1.88 per share, while distributable earnings prior to realized gains and losses were $2.9 million for the quarter and $35.2 million for the year.
Credit loss provisioning was a major driver, with a Q4 provision for current expected credit losses of $211.7 million and year-end CECL reserves of $443.1 million, approximating 10.9% of unpaid principal balance. Book value stood at $10.69 per share at December 31, 2025.
The company highlighted $2.5 billion of 2025 loan resolutions, a year-end loan portfolio of $3.7 billion with a weighted average all-in yield of 6.2%, and total liquidity of $185 million at year-end, declining to $153 million as of February 17, 2026 after additional deleveraging and a new $500 million secured term loan maturing in 2030.
Claros Mortgage Trust, Inc. details its commercial real estate lending business, portfolio, financing, and key risks in its annual report. The company focuses on senior and subordinate loans on transitional CRE assets in major U.S. markets and operates as an externally managed REIT.
As of December 31, 2025, Claros reported a $3.7 billion loan portfolio across 33 loans, with carrying value of $3.69 billion after $365.4 million of specific credit loss reserves and a weighted average yield to maturity of 6.2%. The loan book is concentrated in multifamily, hospitality, office, mixed-use, land, and construction lending.
Credit quality is under pressure: 12 investments with $1.1 billion of carrying value, or 31.1% of the portfolio, were on non‑accrual status, and the firm resolved $2.6 billion of unpaid principal during 2025 through repayments, loan sales, discounted payoffs, and foreclosures. It now owns eight real estate owned assets with $746.8 million of carrying value.
The company relies on repurchase agreements, a term participation facility, asset‑specific financings, hotel debt, and a secured term loan, with a net debt‑to‑equity ratio of 1.9x and Total Leverage Ratio of 2.5x as of December 31, 2025. Management expects the Total Leverage Ratio to range from 2.0x to 3.0x over time.
Claros Mortgage Trust, Inc. reported upcoming board changes. Director Vincent Tese plans to retire and will not stand for re-election at the 2026 Annual Meeting, and the company states his decision did not involve any disagreement over operations or policies.
The board elected Denise Olsen as an independent director, effective March 2, 2026, to serve until the 2026 Annual Meeting and join the Audit Committee. The board will temporarily expand to ten members, then return to nine after Mr. Tese’s term ends. Olsen will receive an annual cash retainer of $85,000 and will be eligible for annual RSU awards valued at $125,000 under the 2016 Incentive Award Plan, with standard vesting and deferral features.
Claros Mortgage Trust entered into a new $500 million term loan with investment funds managed by HPS Investment Partners on January 30, 2026. The company used the proceeds, plus cash on hand, to fully repay about $556.2 million under its prior secured term loan, extending its debt maturity to January 30, 2030.
The new facility bears interest at the Term SOFR rate plus 6.75%, with a 2.50% SOFR floor, and includes an exit fee designed to ensure a minimum 1.175x multiple of invested capital if that threshold is not otherwise met. It is secured by liens on assets and equity of certain subsidiaries and is guaranteed by certain subsidiaries.
The agreement adds detailed financial covenants, including a maximum total debt-to-equity ratio of 3.50:1.00, a minimum tangible net worth of $1.0 billion plus 75% of future equity proceeds, and a phased-in minimum interest coverage ratio beginning in 2027. Related amendments with JPMorgan, Morgan Stanley, and Wells Fargo align those facilities’ interest coverage and tangible net worth tests, and reduce one Morgan Stanley facility’s maximum amount from $750 million to $250 million.
As consideration for the term loan, Claros Mortgage Trust issued detachable warrants to HPS-managed lenders to purchase up to 7,542,227 common shares, equal to 5.00% of fully diluted shares, at a $4.00 exercise price, which is a 46% premium to the closing price on the closing date. The warrants are exercisable for ten years and were issued in a private placement, with accompanying registration rights for the underlying shares.
The lenders also received governance rights, including the ability to appoint two non-voting board observers, who become full directors if a material event of default occurs. On January 30, 2026, the board adopted amended and restated bylaws to implement these governance features, including automatic board expansion, formation of a restructuring committee during a material event of default, and requiring the administrative agent’s consent for future changes to these specific bylaw provisions. The company also amended its management agreement to allow termination of its external manager without a termination fee if a material event of default continues and the board, following a restructuring committee recommendation, chooses to remove the manager.
Claros Mortgage Trust, Inc. disclosed that one of its directors reported an equity-based compensation transaction. On 01/02/2026, the director acquired 10,315 Deferred Stock Units (DSUs), recorded as an acquisition of derivative securities at a price of $0.00 per unit. Each DSU represents a right to receive one share of Claros Mortgage Trust common stock, or, at the company’s election, cash, after the deferral period set out in the company’s Deferred Compensation Plan.
The filing notes that these DSUs represent director cash fees that were deferred under the plan and are fully vested. Following this transaction, the director beneficially owns 70,895 derivative securities in the form of DSUs, all held in direct ownership. The DSUs have no expiration date, meaning they remain outstanding until they are ultimately settled in stock or cash pursuant to the plan’s terms.
Claros Mortgage Trust, Inc. director Steven Leonard Richman reported acquiring additional deferred stock-based compensation. On 01/02/2026, he received 6,877 Deferred Stock Units (DSUs) under the company’s Deferred Compensation Plan in lieu of director cash fees, at a stated price of $0.00 per unit. After this transaction, he beneficially owned 49,005 derivative securities in the form of DSUs on a direct basis.
The DSUs are fully vested and each unit is designed to convert into one share of Claros Mortgage Trust common stock, or at the issuer’s election into cash, after the deferral period defined in the plan. The DSUs have no expiration date, meaning they remain outstanding until settled according to the plan’s terms.