Form 8-K

8-K — Claros Mortgage Trust, Inc.

Accession: 0001193125-26-259579

Filed: 2026-06-05

Period: 2026-06-03

CIK: 0001666291

SIC: 6500 (REAL ESTATE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — cmtg-20260603.htm (Primary)

EX-10.1 (cmtg-ex10_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cmtg-20260603.htm · Sequence: 1

8-K

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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

Date of Report (Date of earliest event reported): June 03, 2026

Claros Mortgage Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-40993

47-4074900

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

c/o Mack Real Estate

Credit Strategies, L.P.

60 Columbus Circle, 20th Floor

New York, New York

10023

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 484-0050

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CMTG

New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Claros Mortgage Trust, Inc. 2016 Incentive Award Plan

On June 3, 2026, Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2016 Incentive Award Plan (the “2016 Plan” and, as amended by the Amendment, the “Amended 2016 Plan”). The Amendment was adopted by the Company’s Board of Directors on April 20, 2026 and became effective on the date of the Annual Meeting. The Amendment makes the following material changes to the 2016 Plan:

•

Increases the aggregate number of shares of common stock of the Company, par value $0.01 per share (“Common Stock”) reserved for issuance under the 2016 Plan by 6,500,000 shares to 14,781,594 shares;

•

Increases the aggregate number of shares of Common Stock that may be granted as incentive stock options (“ISOs”) from 1,000,000 shares to 7,500,000 shares;

•

Extends the period during which ISOs may be granted under the 2016 Plan through April 20, 2036 (the tenth anniversary of the date on which the Board adopted the Amendment); and

•

Provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the grant date in accordance with FASB ASC Topic 718 (or any successor thereto)) of all awards granted to a non-employee director as compensation for services as a non-employee director with respect to any fiscal year may not exceed $750,000.

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, the terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 3, 2026 via live webcast.

The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below:

Proposal 1: The Company’s stockholders elected the nine nominated directors identified below, each to serve and to hold office for a one-year term until the Company’s next annual meeting of stockholders in 2027 and until their successors have been duly elected and qualified or until their earlier resignation or removal.

Nominee

For

Withheld

Broker Non-Votes

Richard Mack

100,207,430

5,818,457

13,144,095

J. Michael McGillis

99,811,856

6,214,031

13,144,095

Steven L. Richman

100,232,656

5,793,231

13,144,095

D. Pike Aloian

97,067,594

8,958,293

13,144,095

Derrick D. Cephas

81,678,525

24,347,362

13,144,095

Mary Haggerty

100,227,157

5,798,730

13,144,095

Pamela Liebman

86,127,427

19,898,460

13,144,095

Denise Olsen

100,408,357

5,617,530

13,144,095

W. Edward Walter III

86,132,940

19,892,947

13,144,095

Proposal 2: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026.

For

Against

Abstain

Broker Non-Votes

119,106,024

63,833

125

Proposal 3: The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

For

Against

Abstain

Broker Non-Votes

70,326,271

35,691,548

8,068

13,144,095

Proposal 4: The Company’s stockholders voted to approve an amendment to (i) increase the number of shares of the Company’s common stock reserved for issuance under the 2016 Plan, as amended, by 6,500,000 shares; (ii) increase the number of shares of the Company’s common stock that may be granted as ISOs to 7,500,000 shares; (iii) extend the period during which ISOs may be granted; and (iv) limit the sum of any cash compensation and aggregate grant date fair value of all awards granted to a non-employee director as compensation for services as a non-employee director with respect to any fiscal year to $750,000.

For

Against

Abstain

Broker Non-Votes

70,802,303

35,056,699

166,885

13,144,095

Item 9.01 Financial Statements and Exhibits.

10.1

First Amendment to Claros Mortgage Trust, Inc. 2016 Incentive Award Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

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.

CLAROS MORTGAGE TRUST, INC.

Date:

June 5, 2026

By:

/s/ J. Michael McGillis

J. Michael McGillis

Chief Financial Officer, President and Director

(Principal Financial and Accounting Officer)

EX-10.1

Filename: cmtg-ex10_1.htm · Sequence: 2

EX-10.1

Exhibit 10.1

AMENDMENT TO CLAROS MORTGAGE TRUST, INC.

2016 INCENTIVE AWARD PLAN

This Amendment (this “Amendment”) to the Claros Mortgage Trust, Inc. 2016 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), effective as of June 3, 2026. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

WHEREAS, the Company sponsors and maintains the Plan as an equity incentive program under which employees, members of the Board, consultants and advisors to the Company may be offered the opportunity to acquire a proprietary interest in the Company;

WHEREAS, pursuant to Section 12.1 of the Plan, the Board may amend the Plan at any time, subject to approval of the Company’s stockholders to the extent required by applicable law (including an increase in the number of Shares available for issuance under the Plan); and

WHEREAS, the Board deems it advisable and in the best interest of the Company and its stockholders to amend the Plan as set forth herein.

AMENDMENT

The Plan is hereby amended as follows, effective as of the date on which the Company’s stockholders approve this Amendment, except as otherwise provided below:

Section 3.1(a) of the Plan is amended and restated to read in its entirety as follows:

“Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan (the “Share Limit”) will equal 14,781,594 Shares. In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 7,500,000.”

The Plan is hereby amended to add a new Section 3.4 to read in its entirety as follows:

“3.4 Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for Non-Employee Directors from time to time, subject to the limitations in the Plan. The Administrator shall from time to time determine the terms, conditions and amounts of all such Non-Employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time; provided that, commencing with the 2026 calendar year, the sum of any cash compensation or other compensation and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a

Non-Employee Director as compensation for services as a Non-Employee Director with respect to any fiscal year of the Company shall not exceed $750,000; provided, further, that such limit shall not apply to compensation for any Non-Employee Director who serves in any capacity in addition to that of a Non-Employee Director for which he or she receives additional compensation. The Administrator may make exceptions to this limit for individual Non-Employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion; provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors.”

The last sentence of Section 12.1(b) is amended and restated to read in its entirety as follows:

“Notwithstanding anything herein to the contrary, no Incentive Stock Option shall be granted under the Plan after the tenth (10th) anniversary of April 20, 2026, the date on which the Plan, as amended, is adopted by the Board.”

This Amendment shall be and is hereby incorporated into and forms a part of the Plan.

* * * * *

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