Claros Mortgage Trust Inc美股招股说明书(2025-05-28版)

Common Stock This prospectus supplement relates to the potential resale from time to time by the selling stockholders identified in this prospectus supplement of someor all of 16,058,983 shares of our common stock, $0.01 par value per share, or the securities. The registration of the securities covered by this prospectussupplement does not necessarily mean that any of the securities will be offered or sold by the selling stockholders. We will receive no proceeds from any resale of the securities, but we have agreed to pay certain registration expenses. The selling stockholders identified in this prospectus supplement (which term as used herein includes their pledgees, donees, transferees, assignees orother successors in interest), may offer the securities from time to time as they may determine directly or through underwriters, broker-dealers or agentsand in one or more public or private transactions and at fixed prices, prevailing market prices, at prices related to prevailing market prices or atnegotiated prices. If the securities are sold through underwriters, broker-dealers or agents, the selling stockholders will be responsible for underwritingdiscounts or commissions or agents’ commissions. See the sections entitled “Plan of Distribution” and “About this Prospectus Supplement” for moreinformation. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CMTG.” The last reported sale price of our common stockon the NYSE on May27, 2025 was $2.49 per share. Investing in our common stock involves risks. See “Risk Factors” onpageS-4. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUSSUPPLEMENTTHE COMPANYABOUT THIS OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSCERTAIN PROVISIONS OF MARYLAND LAW AND OF THE COMPANY’S CHARTER AND BYLAWSGLOBAL SECURITIESUNITED STATES FEDERAL INCOME TAX CONSIDERATIONSSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, theaccompanying prospectus, gives more general information, some of which may not apply to this offering. You should read the entire prospectussupplement, as well as the accompanying prospectus and the documents incorporated by reference that are described in the sections entitled “Where YouCan Find More Information; Incorporation by Reference” in this prospectus supplement. We have not, and the selling stockholders have not, authorized any person to provide you with any information other than that contained or incorporatedby reference in this prospectus supplement and the accompanying prospectus and any free writing prospectus prepared by or on behalf of us. We and theselling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Weare not, and the selling stockholders are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Youshould assume that the information appearing in this prospectus supplement, the accompanying prospectus, and the documents incorporated by referenceis accurate only as of the respective dates of those documents in which the information is contained. Our business, financial condition, results ofoperations, and prospects may have changed since those dates. Except where the context suggests otherwise, the terms the “Company,” “we,” “us,” “our” and “CMTG” refer to Claros Mortgage Trust, Inc., aMaryland corporation, individually and together with its subsidiaries as the context may require; our “Manager” refers to Claros REIT Management LP,a Delaware limited partnership, our external manager and an affiliate of MRECS; and “MRECS” refers to Mack Real Estate Credit Strategies, L.P., thecommercial real estate, or CRE, lending and debt investment business affiliated with Mack Real Estate Group, LLC, which we refer to as the “MackReal Estate Group” or “MREG.” Although MRECS and MREG are distinct legal entities, for convenience, references to our “Sponsor” in thisprospectus are deemed to include reference to MRECS and MREG, individually or collectively, as appropriate for the context and unless otherwiseindicated. References to “CRE” throughout this prospectus mean commercial real estate. When we refer to “you,” we mean the po