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): February 25, 2022

Claros Mortgage Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

(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-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 Exchange 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. ☐

Jai Agarwal will become the Chief Financial Officer, principal financial officer and principal accounting officer of Claros Mortgage Trust, Inc. (the “Company”), effective the day after the filing of the Company’s Annual Report on Form 10-K for the 2021 fiscal year, which is currently estimated to be filed around March 15, 2022. With this appointment, Mr. Agarwal succeeds J. Michael McGillis in these roles, and Mr. McGillis will continue as President of the Company.

Jai Agarwal, 47, served as the Chief Financial Officer, Treasurer and Secretary of Apollo Commercial Real Estate Finance, Inc. (“Apollo”) from May 23, 2016 to January 21, 2022. Prior to joining Apollo in May 2016, he served from 2014 until May 2016 as the chief financial officer and treasurer of CM Finance Inc. Prior to CM Finance Inc., Mr. Agarwal was a senior vice president in Blackstone’s real estate finance group from 2012 to 2014 and director of finance and accounting from 2008 through 2012 at Capital Trust, Inc., the predecessor to Blackstone Mortgage Trust. Prior to that, from 2000 until 2007, Mr. Agarwal held positions in finance and investments at iStar Inc. Mr. Agarwal holds a Bachelor of Commerce from the University of Mumbai.

Because Mr. Agarwal will not be an employee of the Company, he will receive no cash compensation for his services in the offices mentioned above. He is eligible to receive equity award grants under the Company’s 2016 Incentive Award Plan.

Mr. Agarwal was selected to serve as an officer of the Company as a result of his role as Chief Financial Officer of Mack Real Estate Group, LLC (“MREG”) and Mack Real Estate Credit Strategies, L.P. (“MRECS”). Other than as a result of Mr. Agarwal’s relationship with MREG and MRECS, there are no transactions in which Mr. Agarwal has an interest that would be reportable under Item 404(a) of Regulation S-K.

In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Agarwal, which will require the Company to indemnify him against certain liabilities that may arise as a result of his status or service as an officer. The description of Mr. Agarwal’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached as Exhibit 10.7 to the Company’s Amendment No. 2 to Form S-11 filed with the SEC on October 28, 2021 and incorporated herein by reference.

On February 25, 2022, the Company issued a press release announcing the appointment of Mr. Agarwal as Chief Financial Officer. The press release has also been posted in the investor relations section of the Company’s website at www.clarosmortgage.com.

The information in this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached to this report as Exhibit 99.1 shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

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.

EX-99.1

Exhibit 99.1

Claros Mortgage Trust, Inc. Appoints Jai Agarwal Chief Financial Officer

New York, New York, February 25, 2022 – Claros Mortgage Trust, Inc. (NYSE: CMTG) (the “Company” or “CMTG”) today announced the appointment of Jai Agarwal as its Chief Financial Officer. Mr. Agarwal will succeed J. Michael McGillis, who will continue in his role as President of CMTG. This appointment will be effective following the filing of the Company’s Annual Report on Form 10-K for the 2021 fiscal year, which currently is estimated to occur around March 15, 2022.

“Jai brings over two decades of industry experience and relationships in the commercial real estate sector to CMTG,” said Richard Mack, Chairman and Chief Executive Officer of CMTG. “Jai’s business acumen and financial markets expertise is widely recognized across the commercial real estate industry, and we are excited to welcome him to our leadership team. He will play a key role in helping us to advance our business strategy and deliver attractive returns to our shareholders.”

Mr. Agarwal most recently served as the Chief Financial Officer, Treasurer and Secretary of Apollo Commercial Real Estate Finance, Inc., a role he assumed in May 2016. Prior to joining Apollo, he was Chief Financial Officer and Treasurer of CM Finance Inc. for two years. Mr. Agarwal also held several senior roles at Blackstone’s real estate finance group and Capital Trust, Inc., the predecessor to Blackstone Mortgage Trust. Earlier in his career, Mr. Agarwal held positions in finance and investments at iStar Inc. Mr. Agarwal graduated from the University of Mumbai with a Bachelor of Commerce degree.

About Claros Mortgage Trust, Inc.

CMTG is a real estate investment trust that is focused primarily on originating senior and subordinate loans on transitional commercial real estate assets located in major markets across the U.S. CMTG is externally managed and advised by Claros REIT Management LP, an affiliate of Mack Real Estate Credit Strategies, L.P. Additional information can be found on the Company’s website at www.clarosmortgage.com.

Forward-Looking Statements

Certain statements contained in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. CMTG intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such forward-looking statements can generally be identified by CMTG’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Such statements are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of CMTG’s performance in future periods. Except as required by law, CMTG does not undertake any obligation to update or revise any forward-looking statements contained in this release.

Contact Information

Investor Relations:

Claros Mortgage Trust, Inc.

Anh Huynh

212-484-0090

cmtgIR@mackregroup.com

Media Relations:

Financial Profiles

Kelly McAndrew

203-613-1552

Kmcandrew@finprofiles.com