Material Definitive Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 14, 2022

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)

(212)484-0050

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐

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

☐

Pre-commencementcommunications 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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CMTG		The 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 an Amendment to a Material Definitive Agreement.

On January 14, 2022, CMTG JP Finance LLC, a subsidiary of Claros Mortgage Trust, Inc. (the "Company"), entered into an amendment to the Amended and Restated Master Repurchase Agreement (the "JPMorgan Chase Bank Facility") with JPMorgan Chase Bank, National Association. The purpose of the amendment is to increase the main pool maximum facility amount from $1,250,000,000 to $1,500,000,000. The maximum facility amount related to a subset of six loans referred to in the JPMorgan Chase Bank Facility as the "Sidecar" remains unchanged.

The foregoing description of the amendment to the JPMorgan Chase Bank Facility is only a summary of certain material provisions of the amendment and is qualified in its entirety by reference to a copy of such amendment, 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-Kis incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit Number		Description
10.1		Second Amendment to Amended and Restated Master Repurchase Agreement, dated as of January 14, 2022, by and between CMTG JP Finance LLC, as seller, and JPMorgan Chase Bank, National Association, as buyer.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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: January 21, 2022			By:		/s/ J. Michael McGillis
			J. Michael McGillis
			President and Chief Financial Officer