Claros Mortgage Trust Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Claros Mortgage Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2025 (the “Amendment Effective Date”), Claros Mortgage Trust, Inc. (the “Company”), the subsidiary guarantors named therein and the lenders party thereto, entered into an Amendment No. 6 to Term Loan Credit Agreement (“Amendment No. 6”) to the Company’s Term Loan Credit Agreement, dated as of August 9, 2019, as amended by Amendment No. 1 to Term Loan Credit Agreement, dated as of December 1, 2020, Amendment No. 2 to Term Loan Credit Agreement, dated as of November 15, 2021, Amendment No. 3 to Term Loan Credit Agreement, dated as of December 2, 2021, Amendment No. 4 to Term Loan Credit Agreement, dated as of May 5, 2023 and Amendment No. 5 to Term Loan Credit Agreement, dated as of September 12, 2025 (and as further amended by Amendment No. 6, the “Credit Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.

Amendment No. 6 provides for, among other things, (i) a required $150 million prepayment of outstanding Term Loans, (ii) a reduction of the minimum Tangible Net Worth financial covenant to $1,400,000,000 for the period from the Amendment Effective Date to March 31, 2026, (iii) a waiver of the minimum Interest Coverage Ratio financial covenant for the Test Periods for Fiscal Quarters ending September 30, 2025, December 31, 2025, and March 31, 2026, (iv) the modification of certain affirmative and negative covenants, including the requirement to prepay Term Loans with a portion of the Net Proceeds of certain Dispositions and (v) the limitation of certain rights of the Company to, among other things, create or transfer assets to unrestricted subsidiaries. Amendment No. 6 is subject to certain conditions subsequent, including the payment of certain fees and expenses, which shall be satisfied within three business days of the Amendment Effective Date.

The foregoing summary of Amendment No. 6 does not purport to be complete and is qualified in its entirety by references to Amendment No. 6, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.