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): June 20, 2024

Claros Mortgage Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland 001-40993 47-4074900

(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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)

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:

Trading
Title of each class 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 June 20, 2024, CMTG JP Finance LLC, a subsidiary of Claros Mortgage Trust, Inc. (the “Company”), entered into Amendment
No. 5 to the Amended and Restated Master Repurchase Agreement (the “JPMorgan Chase Bank Facility”) and Amendment No. 3 to
the Guarantee Agreement (“Guarantee”) with JPMorgan Chase Bank, National Association and the Company. The purpose of the
amendment to the JPMorgan Chase Bank Facility and the Guarantee was, among other things, to increase the maximum facility
amount.

The foregoing description of the amendments to the JPMorgan Chase Bank Facility and Guarantee is only a summary of certain
material provisions and is qualified in its entirety by reference to a copy of such amendments, 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* Amendment No. 5 to Amended and Restated Master Repurchase Agreement and Amendment No. 3 to Guarantee Agreement
dated as of June 20, 2024 by and among the Company, CMTG JP Finance LLC 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: June 24, 2024 By: /s/ J. Michael McGillis

J. Michael McGillis
Chief Financial Officer, President and Director
(Principal Financial and Accounting Officer)
 Exhibit 10.1
EXECUTION VERSION

AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE

AGREEMENT AND AMENDMENT NO. 3 TO GUARANTEE AGREEMENT

AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE

AGREEMENT AND AMENDMENT NO. 3 TO GUARANTEE AGREEMENT, dated as of June
20, 2024 (this “Amendment”), among CMTG JP FINANCE LLC (“Seller”), a Delaware limited
liability company, CLAROS MORTGAGE TRUST, INC., a Maryland corporation
(“Guarantor”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national
banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall
have the meanings given to them in the Repurchase Agreement or Guarantee Agreement, as
applicable (each as defined below).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Amended and Restated
Uncommitted Master Repurchase Agreement, dated as of May 27, 2021 (as amended by
Amendment No. 1 to Amended and Restated Master Repurchase Agreement and Amendment
No. 1 to Amended and Restated Fee and Pricing Letter, dated as of June 29, 2021, the Term
SOFR Conforming Changes Amendment, dated December 31, 2021, Amendment No. 2 to
Amended and Restated Master Repurchase Agreement, dated as of January 14, 2022,
Amendment No. 3 to Amended and Restated Master Repurchase Agreement and Amendment
No. 1 to Guarantee Agreement, dated as of March 10, 2023, Amendment No. 4 to Amended and
Restated Master Repurchase Agreement and Amendment No. 2 to Guarantee Agreement, dated
as of July 28, 2023, as amended hereby and as may be further amended, restated, supplemented
or otherwise modified and in effect from time to time, the “Repurchase Agreement”); and

WHEREAS, in connection therewith Guarantor executed and delivered in favor

of Buyer that certain Guarantee Agreement, dated as of June 29, 2018 (as amended by
Amendment No. 3 to Amended and Restated Master Repurchase Agreement and Amendment
No. 1 to Guarantee Agreement, dated as of March 10, 2023, Amendment No. 4 to Amended and
Restated Master Repurchase Agreement and Amendment No. 2 to Guarantee Agreement, dated
as of July 28, 2023 as amended hereby and as may be further amended, restated, supplemented
or otherwise modified and in effect from time to time, the “Guarantee Agreement”); and

WHEREAS, Seller intends to propose the Fifth Amendment Purchased Assets (as
defined below) for purchase by Buyer following the Fifth Amendment Effective Date (as defined
below), subject to the terms and conditions of the Repurchase Agreement; and

WHEREAS, Seller, Guarantor and Buyer have agreed, subject to the terms and
conditions hereof, that the Repurchase Agreement and the Guarantee Agreement shall be
amended as set forth in this Amendment.
 NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller,
Guarantor and Buyer each agree as follows:

SECTION 1. Amendments to Repurchase Agreement.

(a)The defined terms “Additional Advance Maximum Amount”, “Additional Advance

Termination Date” and “Main Pool Maximum Facility Amount” as set forth in Article 2 of the
Repurchase Agreement, are hereby amended and restated in their entirety to read as follows:

“Additional Advance Maximum Amount” shall mean, as of the Fifth Amendment

Effective Date, $250,000,000, as such amount shall decline by each payment made in reduction
of the Additional Advance Amount pursuant to Section 2(c) of Fee Letter Amendment No. 4.

“Additional Advance Termination Date” shall mean August 10, 2025.

“Main Pool Maximum Facility Amount” shall mean $2,310,000,000.

(b)Article 2 of the Repurchase Agreement is hereby amended by inserting the

following new defined terms in correct alphabetical order:

“Fee Letter Amendment No. 4” shall mean that certain Amendment No. 4 to Amended
and Restated Fee and Pricing Letter, by and among Seller, Guarantor and Buyer, dated as of June
20, 2024.

“Fifth Amendment” shall mean that certain Amendment No. 5 to Amended and Restated
Master Repurchase and Amendment No. 3 to Guarantee Agreement, by and among Buyer, Seller
and Guarantor, dated as of the Fifth Amendment Effective Date.

“Fifth Amendment Effective Date” shall mean June 20, 2024.

“Fifth Amendment Fee” shall have the meaning set forth in the Fee Letter.

“Fifth Amendment Purchased Assets” shall mean those assets as set forth in the table titled
“Fifth Amendment Purchased Assets” in Schedule I of the Fee Letter.

“Guarantor Liquidity Maintenance Account” shall have the meaning set forth in the Fee
Letter.

“Guarantor Liquidity Maintenance Requirement” shall have the meaning set forth in the
Fee Letter.

“Pro Rata Application Requirement” shall have the meaning set forth in the Fee Letter.
“Specified Mortgage Loan” shall have the meaning set forth in the Fee Letter.

2
 (c)Article 5(d)(i) of the Repurchase Agreement is hereby amended and restated in its
entirety to read as follows:

(i) (A) at all times when the Pro Rata Application Requirement is not satisfied, first, to
reduce the Purchase Price (including the Additional Advance Amount, if any) of the
Purchased Asset to which such Principal Proceeds relate until such Purchase Price has
been reduced to zero, and, second, at Seller’s discretion, to apply the remainder of such
Principal Proceeds to either (a) reduce the remaining Additional Advance Amounts of the
Additional Advance Purchased Assets, allocated in such amount and proportion as
determined by Buyer in its sole discretion, or (b) deposit such amounts into the Guarantor
Liquidity Maintenance Account to be applied towards the satisfaction of, and a
corresponding dollar- for-dollar increase to, the Guarantor Liquidity Maintenance
Requirement, and

(B) at all times when the Pro Rata Application Requirement is satisfied, first, to Buyer, an
amount equal to (1) in the case of any repayment in part, but not in full, of a Purchased
Asset that, unless otherwise specified in the Confirmation related to such Purchased
Asset, is not made in connection with any release of any of the Underlying Mortgaged
Property or other collateral related to the related Purchased Asset, the product of (x) the
amount of Principal Proceeds received with respect to such Purchased Asset and (y) the
Advance Rate for such Purchased Asset and (2) in all other cases, unless otherwise
expressly set forth in the related Confirmation, 100% of such Principal Proceeds until the
Repurchase Price of such Purchased Asset is reduced to zero;

provided that, in the case of each of the preceding clauses (A) and (B), with respect to
any Additional Advance Purchased Asset, Principal Proceeds paid to Buyer relating to
any such Additional Advance Purchased Asset shall be applied, in the case of a partial
repayment of principal of the related Additional Advance Purchased Asset, first, to reduce
the Additional Advance Amount of such Purchased Asset until the same has been reduced
to zero, and, second, to reduce the remaining outstanding Purchase Price of such
Additional Advance Purchased Asset until reduced to zero;

(d)Article 11(l) of the Repurchase Agreement is hereby amended by adding the

following text after the words “Structuring Fee,” in the fourth sentence of such clause: “Fifth
Amendment Fee”.

(e)Article 12(a)(xvi) is hereby amended and restated in its entirety to read as

follows:

(xvi)Seller shall fail to observe any agreement or covenant or to make any payment as
and when required pursuant to Article 3(bb), Section 2(a) of Fee Letter Amendment No.
2 or Section 2 of Fee Letter Amendment No. 4.

SECTION 2. Amendment to Guarantee Agreement.

3
 (a) Section 9(a)(iii) of the Guarantee Agreement is hereby amended and
restated in its entirety to read as follows:

“(iii) permit the ratio of Guarantor’s EBITDA for the most recently ended period
of twelve (12) consecutive months ended on or prior to such date of determination
to Guarantor’s Interest Expense for such period to be less than 1.30 to 1.00;
provided, however, with respect to the fiscal quarter ending June 30, 2024 and
each fiscal quarter thereafter through and including the fiscal quarter ending
September 30, 2025, the foregoing ratio shall be 1.10 to 1.00; or”

SECTION 3. Conditions Precedent; Effective Date. This Amendment shall

become effective on the Fifth Amendment Effective Date provided that as of such date all of the
following have occurred: (a) a counterpart of this Amendment is duly executed and delivered by
a duly authorized officer of each of the Seller, Guarantor and Buyer, (b) Buyer has received the
Fifth Amendment Fee, (c) Buyer has received a fully executed version of that certain
Amendment No. 4 to Amended and Restated Fee and Pricing Letter and (d) counsel for Seller
has delivered to Buyer opinions of counsel, including a bankruptcy safe harbor opinion, in form
and substance acceptable to Buyer.

SECTION 4. Fifth Amendment Purchased Assets. Buyer and Seller agree that of
the funds paid by Buyer to Seller in satisfaction of the Purchase Price of the Fifth Amendment
Purchased Assets, not less than $48,287,544.79 shall be used to reduce the Additional Advance
Amount of the existing Additional Advance Purchased Assets, allocated in a manner to be
determined in Buyer’s sole discretion.

SECTION 5. Seller’s Representations and Warranties. On and as of the date first

above written, Seller hereby represents and warrants to Buyer that (a) Seller has taken all
necessary action to authorize the execution, delivery and performance of this Amendment and (b)
this Amendment has been duly executed and delivered by or on behalf of Seller and constitutes
the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its
terms subject to applicable bankruptcy, insolvency, and other limitations on creditors’ rights
generally and to equitable principles.

SECTION 6. Guarantor’s Representations and Warranties. On and as of the date

hereof, Guarantor hereby represents and warrants to Buyer that (a) Guarantor has taken all
necessary action to authorize the execution, delivery and performance of this Amendment and (b)
this Amendment has been duly executed and delivered by or on behalf of Guarantor and
constitutes the legal, valid and binding obligation of Guarantor enforceable against Guarantor in
accordance with its terms subject to applicable bankruptcy, insolvency, and other limitations on
creditors’ rights generally and to equitable principles.

SECTION 7. Acknowledgments of Guarantor. Guarantor hereby acknowledges

the execution and delivery of this Amendment by Seller and agrees that Guarantor continues to
be bound by the Guarantee Agreement to the extent of the Obligations (as defined therein),
notwithstanding the impact of the changes set forth herein. Guarantor further acknowledges that
the financial covenants set forth in Section 9 of the Guarantee Agreement shall at all times
remain

4
subject to Section 9(c) of the Guarantee Agreement, notwithstanding the amendments to the
Guarantee Agreement set forth in Section 2 hereof.

SECTION 8. Limited Effect. Except as expressly amended and modified by this

Amendment, the Repurchase Agreement, Guarantee Agreement and each of the other
Transaction Documents shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms; provided, however, that upon the effective date hereof,
all references in the Repurchase Agreement to the “Transaction Documents” shall be deemed to
include, in any event, this Amendment. Each reference to Repurchase Agreement in any of the
Transaction Documents shall be deemed to be a reference to the Repurchase Agreement, as
amended hereby. Each reference to the “Guarantee Agreement” in any of the Transaction
Documents shall be deemed to be a reference to the Guarantee Agreement as amended hereby.

SECTION 9. Counterparts. This Amendment may be executed in counterparts,

each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument, and the words “executed,” “signed,”
“signature,” and words of like import as used above and elsewhere in this Amendment or in any
other certificate, agreement or document related to this transaction shall include, in addition to
manually executed signatures, images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other
electronic signatures (including, without limitation, any electronic sound, symbol, or process,
attached to or logically associated with a contract or other record and executed or adopted by a
person with the intent to sign the record). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act and any other applicable law, including, without limitation, any state law based on
the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 10. No Novation, Effect of Agreement. Guarantor, Seller and

Buyer have entered into this Amendment solely to amend the terms of the Repurchase
Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and
this Amendment and the transactions contemplated hereby shall not be construed to be, a
novation of any of the obligations owing by Seller or Guarantor (the “Repurchase Parties”) under
or in connection with the Repurchase Agreement or any of the other document executed in
connection therewith to which any Repurchase Party is a party (the “Transaction Documents”). It
is the intention of each of the parties hereto that (i) the perfection and priority of all security
interests securing the payment of the obligations of the Repurchase Parties under the Repurchase
Agreement and the other Transaction Documents are preserved, (ii) the liens and security
interests granted under the Repurchase Agreement continue in full force and effect, and (iii) any
reference to the Repurchase Agreement or Guarantee Agreement in any such Transaction
Document shall be deemed to also reference this Amendment.

SECTION 11. Consent to Jurisdiction; Waiver of Jury Trial.

5
 (a) Each party irrevocably and unconditionally (i) submits to the non-exclusive
jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any
appellate court from any such court, solely for the purpose of any suit, action or proceeding
brought to enforce its obligations under this Amendment or relating in any way to this
Amendment or any Transaction under the Repurchase Agreement and (ii) waives, to the fullest
extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such
action or proceeding and irrevocably consent to the service of any summons and complaint and
any other process by the mailing of copies of such process to them at their respective address
specified in the Repurchase Agreement. The parties hereby agree that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law. Nothing in this Section 11 shall affect
the right of Buyer to serve legal process in any other manner permitted by law or affect the right
of Buyer to bring any action or proceeding against the Seller or its property in the courts of other
jurisdictions.

(b) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL

RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER TRANSACTION
DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR
THEREUNDER.

SECTION 12. GOVERNING LAW. THIS AMENDMENT AND ANY

CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR
THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE
PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES
HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.

[SIGNATURES FOLLOW]

6
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.

BUYER:

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION,
a national banking association organized
under the laws of the United States

By: ____________________
Name: Thomas N. Cassino
Title: Managing Director
 SELLER:

CMTG JP FINANCE LLC, a Delaware limited

liability company

By: ___________________________
Name: J. Michael McGillis
Title: Authorized Signatory

Acknowledged and Agreed:

CLAROS MORTGAGE TRUST, INC., a

Maryland corporation, in its capacity as
Guarantor, and solely for purposes of
acknowledging and agreeing to the terms of this
Amendment:

By: ____________________
Name: J. Michael McGillis
Title: Authorized Signatory