8-K current report · filed Jun 5, 2026

Claros Mortgage Trust, Inc. (CMTG) 8-K Current Report: June 5, 2026

Short answer

Claros Mortgage Trust, Inc. (CMTG) filed an 8-K current report with the SEC on June 5, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved 6,500,000 additional shares for the incentive plan, bringing total shares reserved to 14,781,594.

Claros Mortgage Trust, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Stockholders approved 6,500,000 additional shares for the incentive plan, bringing total shares reserved to 14,781,594
  • Expanded equity capacity increases potential dilution and supports future employee and director awards
  • Incentive stock option authorization rises from 1,000,000 to 7,500,000 shares
  • ISO grant eligibility extended through April 20, 2036
  • Non-employee director cash compensation plus award value capped at $750,000 annually

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • Nine directors elected for one-year terms, preserving board continuity through the 2027 annual meeting
  • PwC ratified as independent auditor for fiscal 2026 with 119,106,024 votes for
  • Executive compensation approved advisory-only, but 35,691,548 votes against indicate substantial shareholder dissatisfaction
  • Equity plan expanded by 6,500,000 shares, increasing potential dilution and raising ISO capacity to 7,500,000 shares
  • Non-employee director compensation capped at $750,000 annually under the approved plan amendment

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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