Claros Mortgage Trust Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, 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 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:

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.

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.

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.

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

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.

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.