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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): March 31, 2025

 

 

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.)

 

 

 

 

 

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 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.

 

10.1*

Uncommitted Master Repurchase Agreement dated as of March 31, 2025 by and among CMTG JNP Finance LLC, Claros Mortgage Trust, Inc., and JPMorgan Chase Bank, National Association

 

 

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:

April 4, 2025

By:

/s/ J. Michael McGillis

 

 

 

J. Michael McGillis
Chief Financial Officer, President and Director
(Principal Financial and Accounting Officer)