Claros Mortgage Trust Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, 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)

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 March 31, 2025 (the “Closing Date”), Claros Mortgage Trust, Inc. (the "Company") and CMTG JNP Finance LLC (“SVP Seller”), a wholly-owned subsidiary of the Company, entered into that certain Uncommitted Master Repurchase Agreement (the “Agreement”) with JPMorgan Chase Bank, N.A., (the “Buyer”). The Agreement establishes a repurchase facility with a maximum facility amount of $214.4 million. The Facility is fully recourse to the Company and matures on March 31, 2028 but is extendable to March 31, 2030, subject to the satisfaction of certain conditions. Advances under the Facility accrue interest at a rate equal to one-month SOFR plus a specified spread related to each asset financed.

The foregoing description of the Agreement is only a summary of certain material provisions and is qualified in its entirety by reference to a copy of the Agreement, which is filed herewith as Exhibit 10.1 and by this reference incorporated herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K 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.