CMTG Claros Mortgage Trust Inc

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 August 15, 2024, CMTG MS Finance LLC and CMTG MS Financing Holdco LLC, each subsidiaries of Claros Mortgage Trust, Inc., entered into a Thirteenth Amendment to Master Repurchase and Securities Contract Agreement (the "Morgan Stanley Facility") with Morgan Stanley Bank, N.A. The purpose of the amendment to the Morgan Stanley Facility was, among other things, to decrease the maximum facility amount and to provide for options to extend the facility maturity date.

The foregoing description of the amendment to the Morgan Stanley Facility is only a summary of certain material provisions 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-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 thereunto duly authorized.

Exhibit 10.1

Execution Version

THIRTEENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT

This Thirteenth Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of August 15 , 2024, is by and between MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”) and CMTG MS FINANCE LLC, a Delaware limited liability company (“Seller”).

W I T N E S S E T H:

WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract Agreement, dated as of January 26, 2017, as amended by that certain First Amendment to Master Repurchase and Securities Contract Agreement, dated as of June 26, 2018, as further amended by that certain Second Amendment to Master Repurchase and Securities Contract Agreement, dated as of March 13, 2019, as further amended by that certain Third Amendment to Master Repurchase and Securities Contract Agreement, dated as of November 1, 2019, as further amended by that certain Fourth Amendment to Master Repurchase and Securities Contract Agreement, dated as of February 3, 2020, as further amended by that certain Fifth Amendment to Master Repurchase and Securities Contract Agreement, dated as of February 21, 2020, as further amended by that certain Sixth Amendment to Master Repurchase and Securities Contract Agreement, dated as of March 17, 2020, as further amended by that certain Seventh Amendment to Master Repurchase and Securities Contract Agreement, dated as of April 10, 2020, as further amended by that certain Eighth Amendment to Master Repurchase and Securities Contract Agreement, dated as of January 29, 2021, as further amended by that certain Ninth Amendment to Master Repurchase and Securities Contract Agreement, dated as of September 9, 2021, as further amended by that certain Tenth Amendment to Master Repurchase and Securities Contract Agreement, dated as of January 25, 2022, as further amended by that certain Eleventh Amendment to Master Repurchase and Securities Contract Agreement, dated as of January 26, 2023, as further amended by that certain Twelfth Amendment to Master Repurchase and Securities Contract Agreement and First Amendment to Guaranty, dated as of March 16, 2023 (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”); and

WHEREAS, Seller and Buyer wish to modify certain terms and provisions of the Master Repurchase Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

“Specified Percentage” shall have the meaning specified in the Fee Letter.

“Facility Amount” shall mean Seven Hundred and Fifty Million Dollars ($750,000,000.00).

“third, if a Principal Payment in respect of any Purchased Asset has been made during the related Collection Period, to Buyer an amount equal to the product of (x) the amount of such Principal Payment multiplied by (y) the Specified Percentage of such Purchased Asset, which amount shall be applied by Buyer first, to reduce the Purchase Price of the Purchased Asset in respect of which such Principal Payment was received until the Purchase Price of such Purchased Asset is reduced to zero (0), and then, in Buyer’s sole discretion to reduce the Purchase Price of the remaining the Purchased Assets;”

“(a) Extension of Facility Termination Date. At the request of Seller delivered to Buyer no earlier than ninety (90) days and no later than thirty (30) days before: (i) January 26, 2025, Seller has one (1) option to extend the then current Facility Termination Date to January 26, 2026, (ii) January 26, 2026, Seller has one (1) option to extend the then current Facility Termination Date to January 26, 2027, and (iii) January 26, 2027, Seller has one (1) option to request an extension of the then current Facility Termination Date to January 26, 2028. Seller may only exercise the extension referred to in clauses (i) and

(ii) of the preceding sentence if on or before the then current Facility Termination Date, Seller shall have paid the Extension Fee to Buyer and no material monetary Event of Default shall exist on the then current Facility Termination Date. Such request referred to in clause (iii) of the second preceding sentence may be approved or denied in Buyer’s sole discretion, and in any case shall be approved only if (x) no material monetary Event of Default exists on the then current Facility Termination Date, and (y) on or before the then current Facility Termination Date, Seller shall have paid the Extension Fee to Buyer.”

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reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written above.

BUYER:

MORGAN STANLEY BANK, N.A.,

a national banking association

By: /s/ Evan Hershy

Name: Evan Hershy

Title: Authorized Signatory

[Signatures continue on the following page]

SELLER:

CMTG MS FINANCE LLC,

a Delaware limited liability company

By: /s/ J. Michael McGillis

Name: J. Michael McGillis

Title: Authorized Signatory

ACKNOWLEDGED AND AGREED:

PLEDGOR:

CMTG MS FINANCE HOLDCO LLC,

a Delaware limited liability company

By: /s/ J. Michael McGillis

Name: J. Michael McGillis

Title: Authorized Signatory

[END OF SIGNATURES]