TRMT / Tremont Mortgage Trust - SEC-Einreichungen, Jahresbericht, Proxy Statement

ZLAB / Zai Lab Limited / RMR Group LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.

As filed with the Securities and Exchange Commission on October 4, 2021

S-8 POS 1 tm2128909d1s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 4, 2021 Registration No. 333-221458 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-221458 UNDER THE SECURITIES ACT OF 1933 TREMONT MORTGAGE TRUST (by: Seven Hills Realty Trust, as successor by merge

As filed with the Securities and Exchange Commission on October 4, 2021

As filed with the Securities and Exchange Commission on October 4, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 tm2128909d31512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38199 TREMONT MORTGAGE TRUST (by:

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): September 30, 2021 TREMONT MORTGAGE TRUST (by: Seven Hills Realty Trust, as successor by merger to Tremont Mortgage Trust) (Exact Name of Registrant as Specified in Its Charter) Maryl

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): September 17, 2021 TREMONT MORTGA

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): September 17, 2021 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissi

RMR Mortgage Trust Announces Results of Special Meeting of Shareholders Shareholders Approve the Issuance of Common Shares in the Merger with Tremont Mortgage Trust to Form a Combined Company Named Seven Hills Realty Capital Merger Expected to Create

Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 20, 2021 On September 20, 2021, RMR Mortgage Trust, or RMRM,

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): September 17, 2021 RMR MORTGAGE T

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): September 17, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E

RMR Mortgage Trust Announces Results of Special Meeting of Shareholders Shareholders Approve the Issuance of Common Shares in the Merger with Tremont Mortgage Trust to Form a Combined Company Named Seven Hills Realty Capital Merger Expected to Create

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 20, 2021 On September 20, 2021, RMR Mortgage Trust, or RMRM, issued the following RMRM press release, an

Submission of Matters to a Vote of Security Holders

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): September 17, 2021 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? D

Leading Proxy Advisory Firms ISS, Glass Lewis and Egan-Jones Recommend that RMR Mortgage Trust Shareholders Vote “FOR” the Issuance of Shares in Merger with Tremont Mortgage Trust Shareholders are Encouraged to Vote FOR the RMRM Share Issuance Propos

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 13, 2021 On September 13, 2021, RMRM Mortgage Trust, or RMRM, issued the following RMRM press release, a

Leading Proxy Advisory Firms ISS, Glass Lewis and Egan-Jones Recommend that RMR Mortgage Trust Shareholders Vote “FOR” the Issuance of Shares in Merger with Tremont Mortgage Trust Shareholders are Encouraged to Vote FOR the RMRM Share Issuance Propos

Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 13, 2021 On September 13, 2021, RMRM Mortgage Trust, or RMRM,

TIME IS SHORT – PLEASE VOTE YOUR PROXY TODAY

Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 13, 2021 On September 13, 2021, RMRM Mortgage Trust, or RMRM,

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): September 7, 2021 RMR MORTGAGE TR

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): September 7, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defin

YOUR VOTE IS REQUESTED

Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 3, 2021 On September 3, 2021, RMRM Mortgage Trust, or RMRM, c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defin

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): August 26, 2021 Tremont Mortgage

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): August 26, 2021 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

Financial Statements and Exhibits, Other Events

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): August 26, 2021 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

August 26, 2021

EX-99.1 2 tm2125992d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 August 26, 2021 RMR Mortgage Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 26, 2021, by and between RMR Mortgage Trust (“RMRM”) and Tremont Mortgage Trust (“TRMT”). Capitalize

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): August 26, 2021 RMR MORTGAGE TRUS

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): August 26, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? D

PLEASE VOTE YOUR PROXY TODAY

425 1 tm2125994d4425.htm 425 Filing Info: Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 26, 2021 On August 26,

YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY

Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 19, 2021 On August 19, 2021, RMRM Mortgage Trust, or RMRM, comme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm2124168d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (

RMR Mortgage Trust Q2 2021 Earnings Call Script Wednesday, August 4, 2021 at 10:00 AM

Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 4, 2021 The following is the script for an earnings conference call of RMR Mortgage Trust (?RMRM?) hosted by Thomas J. Lor

RMR Mortgage Trust Announces Second Quarter 2021 Results Cumulative Loan Originations Since September 2020 of $298 Million Second Quarter Net Income Per Common Share of $0.11 Second Quarter Distributable Earnings Per Common Share of $0.13

Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 3, 2021 On August 3, 2021, RMR Mortgage Trust issued the following press release. Exhibit 99.1 FOR IMMEDIATE RELEASE RMR M

Tremont Mortgage Trust Q2 2021 Earnings Call Script Wednesday, July 28, 2021 at 10:00 AM

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: July 28, 2021 The following is the script for an earnings conference call of Tremont Mortgage Trust (?TRMT?) hosted by Thomas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spec

SECOND QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. Exhibit 99.2 2 Supplemental Q2 2021 2 Table of Contents CORPORATE INFORMATION Company Profile.....................................................

SECOND QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED.

Tremont Mortgage Trust Announces Second Quarter 2021 Results Second Quarter Net Income Per Diluted Share of $0.01 Net Income Includes Merger Related Transaction Expenses of $0.22 per Diluted Share Second Quarter Adjusted Distributable Earnings Per Di

Exhibit 99.1 FOR IMMEDIATE RELEASE Tremont Mortgage Trust Announces Second Quarter 2021 Results Second Quarter Net Income Per Diluted Share of $0.01 Net Income Includes Merger Related Transaction Expenses of $0.22 per Diluted Share Second Quarter Adjusted Distributable Earnings Per Diluted Share of $0.25 Newton, MA (July 27, 2021): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial re

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2021 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fi

Tremont Mortgage Trust Announces Second Quarter 2021 Results Second Quarter Net Income Per Diluted Share of $0.01 Net Income Includes Merger Related Transaction Expenses of $0.22 per Diluted Share Second Quarter Adjusted Distributable Earnings Per Di

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: July 27, 2021 On July 27, 2021, Tremont Mortgage Trust issued the following press release. 1 Exhibit 99.1 FOR IMMEDIATE RELEA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Ru

Summary of Trustee Compensation. (Incorporated by reference to the Company's Current Report on Form 8-K filed on May 28, 2021.)

Exhibit 10.2 Tremont Mortgage Trust Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of Tremont Mortgage Trust (the ?Company?) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Trustee receives an

Amended and Restated Tremont Mortgage Trust 2017 Equity Compensation Plan. (Incorporated by reference to the Company's Current Report on Form 8-K filed on May 28, 2021.)

EX-10.1 2 tm2117884d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TREMONT MORTGAGE TRUST AMENDED AND RESTATED 2017 EQUITY COMPENSATION PLAN Tremont Mortgage Trust hereby adopts the Amended and Restated Tremont Mortgage Trust 2017 Equity Compensation Plan, effective as of the Effective Date, subject to the approval of the Company's shareholders. I. PURPOSE The Plan is intended to advance the interests of t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Other Events

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): May 27, 2021 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fil

As filed with the Securities and Exchange Commission on May 27, 2021

As filed with the Securities and Exchange Commission on May 27, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

Merger Prospectus - 425

Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: May 5, 2021 The following is the script for an earnings conference call of RMR Mortgage Trust (?RMRM?) hosted by Thomas J. Lorenz

Merger Prospectus - 425

425 1 a425rmrm33121xearningsrel.htm 425 Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: May 4, 2021 On May 4, 2021, RMR Mortgage Trust issued the following press release. 2 Exhi

Joint Filing Agreement, dated as of April 29, 2021, by and among Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group Inc., ABP Trust and Adam D. Portnoy. (Filed Herewith)

EX-99.7 2 tm2114527d1ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 2 to Schedule 13D with respect to the common shares of beneficial interest, $0.01 par value per share, of Tremont Mortgage Trust, dated as of April 29, 2021, is, and any further amendments thereto, signed by each of the undersigned shall be, filed on behalf of each o

Merger Prospectus - 425

Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 28, 2021 The following is the transcript of the questions and answers portion of the earnings conference call of Tremont Mo

Merger Prospectus - 425

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 28, 2021 The following is the transcript of the questions and answers portion of the earnings conference call of Tremon

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No. 2) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURI

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spe

Merger Prospectus - 425

Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 28, 2021 The following is the script for an earnings conference call of Tremont Mortgage Trust (?TRMT?) hosted by Thomas J.

Merger Prospectus - 425

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 28, 2021 The following is the script for an earnings conference call of Tremont Mortgage Trust (?TRMT?) hosted by Thoma

Merger Prospectus - 425

Filed by Tremont Mortgage Trust Commission File No. 001-38199 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 27, 2021 On April 27, 2021, Tremont Mortgage Trust issued the following press release. Exhibit 99.1 FOR IMMEDIATE RELEA

RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to

EX-99.2 6 tm2114185d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal sources. No rep

Tremont Mortgage Trust and RMR Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increase

Exhibit 99.1 Tremont Mortgage Trust and RMR Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increases Financial Strength with Improved Access to Capital Markets and Expanded Shareholder Liquidity Conference Call Scheduled for 10:00 a.m.

RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to

Exhibit 99.2 RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal sources. No representation is made as to the reasonableness

Tremont Mortgage Trust and RMR Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increase

Exhibit 99.1 Tremont Mortgage Trust and RMR Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increases Financial Strength with Improved Access to Capital Markets and Expanded Shareholder Liquidity Conference Call Scheduled for 10:00 a.m.

Letter Agreement, dated as of April 26, 2021, among the Company, RMR Mortgage Trust and Tremont Realty Advisors LLC. (Filed herewith.)

EX-10.1 3 tm2114171d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 April 26, 2021 Tremont Realty Advisors LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 RE: Management Agreements with Tremont Realty Advisors LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of even date herewith, by and between RMR Mortg

Voting Agreement, dated as of April 26, 2021, between RMR Mortgage Trust and Tremont Realty Advisors LLC. (Filed herewith.)

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made as of April 26, 2021, by and between RMR Mortgage Trust, a Maryland statutory trust (?RMRM?), and Tremont Realty Advisors LLC, a Maryland limited liability company (the ?Shareholder?). RECITALS: 1.????????????The Shareholder is the beneficial and record owner of 1,600,100 common shares of beneficial interest, $0.01 par

RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to

EX-99.2 6 tm2114171d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal sources. No rep

Agreement and Plan of Merger, dated as of April 26, 2021, between RMR Mortgage Trust and the Company.* (Filed herewith.)

EX-2.1 2 tm2114171d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE MERGER 14 Section 2.1 The Merger; Effects of the Merger 14 Section 2.2 Closing 15 Sect

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2021 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Letter Agreement, dated as of April 26, 2021, among the Company, RMR Mortgage Trust and Tremont Realty Advisors LLC. (Filed herewith.)

Exhibit 10.1 April 26, 2021 Tremont Realty Advisors LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 RE: Management Agreements with Tremont Realty Advisors LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the ?Merger Agreement?), dated as of even date herewith, by and between RMR Mortgage Trust (?RMRM?) and Tremont Mortgage Trust

Agreement and Plan of Merger, dated as of April 26, 2021, between RMR Mortgage Trust and the Company.* (Filed herewith.)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE MERGER 14 Section 2.1 The Merger; Effects of the Merger 14 Section 2.2 Closing 15 Section 2.3 Merger Effective Time 15 Section 2

Voting Agreement, dated as of April 26, 2021, between the Company and Diane Portnoy. (Filed herewith.)

EX-10.2 4 tm2114171d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of April 26, 2021, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (“TRMT”), and Diane Portnoy, an individual having a business address at c/o The Immigrant Learning Center, Inc., 442 Main Street, Malden, MA 02148 (the “Shareholder”). RECITAL

Merger Prospectus - 425

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): April 26, 2021 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 26, 2021 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Tremont Mortgage Trust Announces First Quarter 2021 Results First Quarter Net Income Per Diluted Share of $0.19 First Quarter Distributable Earnings Per Diluted Share of $0.27, an Increase of 29% Year Over Year First Quarter Income from Investments,

EX-99.1 2 trmt33121xearningsrelease.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Tremont Mortgage Trust Announces First Quarter 2021 Results First Quarter Net Income Per Diluted Share of $0.19 First Quarter Distributable Earnings Per Diluted Share of $0.27, an Increase of 29% Year Over Year First Quarter Income from Investments, Net, of $3.4 Million, an Increase of 33% Year Over Year Reinstates

Agreement and Plan of Merger, dated as of April 26, 2021, between RMR Mortgage Trust and Tremont Mortgage Trust.* (Filed herewith.)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE MERGER 14 Section 2.1 The Merger; Effects of the Merger 14 Section 2.2 Closing 15 Section 2.3 Merger Effective Time 15 Section 2

Exhibit 99.6

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made as of April 26, 2021, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (?TRMT?), and Diane Portnoy, an individual having a business address at c/o The Immigrant Learning Center, Inc., 442 Main Street, Malden, MA 02148 (the ?Shareholder?). RECITALS: 1. The Shareholder is the beneficial and r

Letter Agreement, dated as of April 26, 2021, among RMR Mortgage Trust, Tremont Mortgage Trust and Tremont Realty Advisors LLC. (Filed herewith.)

Exhibit 10.1 April 26, 2021 Tremont Realty Advisors LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 RE: Management Agreements with Tremont Realty Advisors LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the ?Merger Agreement?), dated as of even date herewith, by and between RMR Mortgage Trust (?RMRM?) and Tremont Mortgage Trust

FIRST QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. Exhibit 99.2 2 Supplemental Q1 2021 2 Table of Contents CORPORATE INFORMATION Company Profile......................................................

FIRST QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED.

Merger Prospectus - 425

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): April 26, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Emplo

RMR Mortgage Trust and Tremont Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increase

Exhibit 99.1 FOR IMMEDIATE RELEASE RMR Mortgage Trust and Tremont Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increases Financial Strength with Improved Access to Capital Markets and Expanded Shareholder Liquidity Conference Call Sch

Tremont Mortgage Trust Amended and Restated 2017 Equity Compensation Plan. (Incorporated by reference to Annex A to the Company’s definitive Proxy Statement for the Company’s 2021 Annual Meeting of Shareholders filed with the Commission on March 25, 2021.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

First Amendment to Management Agreement, dated as of December 4, 2020, between the Company and Tremont Realty Advisors LLC.(+) (Filed herewith.)

EX-10.3 3 trmt123120xexhibitx103.htm EX-10.3 Exhibit 10.3 FIRST AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT is entered into as of December 4, 2020, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Company”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”). WHEREAS, the Company and the Manag

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Specifie

Form of Indemnification Agreement.(+) (Filed herewith.)

Exhibit 10.7 TREMONT MORTGAGE TRUST FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee has agreed to serve as a trustee and/or officer of the Company and may, in con

TREMONT MORTGAGE TRUST Fourth Quarter 2020 Supplemental Operating and Financial Data All amounts in this report are unaudited. Exhibit 99.2 TRMT Nasdaq Listed The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan675 Bering Drive, Houst

EX-99.2 3 trmt123120xoperatingxsu.htm EX-99.2 TREMONT MORTGAGE TRUST Fourth Quarter 2020 Supplemental Operating and Financial Data All amounts in this report are unaudited. Exhibit 99.2 TRMT Nasdaq Listed The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan675 Bering Drive, Houston, TX $15.2 Million First Mortgage Whole Loan 675 Bering Drive, Houston, TX $15.2 Million First Mortgag

Tremont Mortgage Trust Announces Fourth Quarter 2020 Results Fourth Quarter Net Income Per Diluted Share of $0.26 Fourth Quarter Distributable Earnings Per Diluted Share of $0.28 Plans to Reinstate Regular Quarterly Distributions in April 2021

EX-99.1 2 trmt123120xearningsrelease.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Kevin Barry Manager, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces Fourth Quarter 2020 Results Fourth Quarter Net Income Per Diluted Share of $0.26 Fourth Quarter Distributable Earnings Per Diluted Share of $0.28 Plans to Reinstate Regular Quarterly Distributions in April 2021 Newton,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 19, 2021 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissio

Form of Share Award Agreement.

Exhibit 10.1 FORM OF TREMONT MORTGAGE TRUST Share Award Agreement This Share Award Agreement (this “Agreement”) is made as of «DATE», 2020, between «NAME» (the “Recipient”) and Tremont Mortgage Trust (the “Company”). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as

Fourth Amendment to Fee Agreement, dated October 30, 2020, among Citibank, N.A., TRMT CB Lender LLC and, for certain specified purposes, Tremont Mortgage Trust’s. (Incorporated by reference to Tremont Mortgage Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)

Exhibit 10.3 FOURTH AMENDMENT TO FEE AGREEMENT THIS FOURTH AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of October 30, 2020 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Third Quarter 2020 Nasdaq Listed Supplemental Operating and Financial Data The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole

exhibit992 Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Third Quarter 2020 Nasdaq Listed Supplemental Operating and Financial Data The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole Loan All amounts in this report are unaudited. TABLE OF CONTENTS CORPORATE INFORMATION Page Company Profile 4 Investor Information 5 Resear

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 3, 2020 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

Second Amendment to Master Repurchase Agreement, dated October 30, 2020, among Citibank, N.A., TRMT CB Lender LLC and, for certain specified purposes, Tremont Mortgage Trust. (Incorporated by reference to Tremont Mortgage Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)

Exhibit 10.2 SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT THIS SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of October 30, 2020 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to

Tremont Mortgage Trust Announces Third Quarter 2020 Results Third Quarter Net Income Per Diluted Share of $0.32 Third Quarter Core Earnings Per Diluted Share of $0.33 Expect to Declare One-Time Year End Cash Distribution to Shareholders in December

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Kevin Barry Manager, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces Third Quarter 2020 Results Third Quarter Net Income Per Diluted Share of $0.32 Third Quarter Core Earnings Per Diluted Share of $0.33 Expect to Declare One-Time Year End Cash Distribution to Shareholders in December Newton, MA (November 3, 2020): Tremont Mortgage Trus

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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): October 9, 2020 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Second Quarter 2020 Supplemental Operating and Financial Data The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole

exhibit992 Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Second Quarter 2020 Supplemental Operating and Financial Data The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole Loan All amounts in this report are unaudited. TABLE OF CONTENTS CORPORATE INFORMATION Page Company Profile 4 Investor Information 5 Resea

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2020 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Exhibit 10.1

Exhibit 10.1 TREMONT MORTGAGE TRUST FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee has agreed to serve as a trustee and/or officer of the Company and may, in con

Tremont Mortgage Trust Announces Second Quarter 2020 Results Second Quarter Net Income Per Diluted Share of $0.29 Second Quarter Core Earnings Per Diluted Share of $0.30

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar Senior Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces Second Quarter 2020 Results Second Quarter Net Income Per Diluted Share of $0.29 Second Quarter Core Earnings Per Diluted Share of $0.30 Newton, MA (August 4, 2020): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial results for the quar

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spec

[TREMONT REALTY ADVISORS]

EX-99.1 2 tm2023668d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 [TREMONT REALTY ADVISORS] June 29, 2020 Tremont Mortgage Trust 255 Washington Street Newton, MA 02458 Attn: President and Chief Executive Officer Management Agreement dated as of September 18, 2017 Ladies and Gentlemen: Reference is made to the captioned management agreement (the “Management Agreement”). Capitalized terms used and not other

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2020 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fi

Letter of Ernst & Young LLP, dated June 15, 2020, to the Securities and Exchange Commission.

Exhibit 16.1 June 15, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K to be filed June 15, 2020, of Tremont Mortgage Trust and are in agreement with the statements contained in the second paragraph on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therei

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 12, 2020 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): May 13, 2020 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 4, 2020 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spe

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed First Quarter 2020 Supplemental Operating and Financial Data The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole

exhibit992 Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed First Quarter 2020 Supplemental Operating and Financial Data The Blazer Plaza, Dublin, OH $22.8 Million First Mortgage Whole Loan 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole Loan All amounts in this report are unaudited. TABLE OF CONTENTS CORPORATE INFORMATION Page Company Profile 4 Investor Information 5 Resear

Letter, dated as of April 10, 2020, between the Company and Tremont Realty Advisors LLC regarding Management Agreement. (Filed herewith.)

Exhibit 99.1 April 10, 2020 Tremont Mortgage Trust 255 Washington Street Newton, MA 02458 Attn: President and Chief Executive Officer Management Agreement dated as of September 18, 2017 Ladies and Gentlemen: Reference is made to the captioned management agreement (the “Management Agreement”), and to that certain letter dated June 20, 2018 (the “Prior Letter”) regarding the Management Agreement, ea

Tremont Mortgage Trust Announces First Quarter 2020 Results First Quarter Loan Originations of $36.8 Million First Quarter Net Income Per Diluted Share of $0.20 First Quarter Core Earnings Per Diluted Share of $0.21

EX-99.1 2 trmt033120earningsrele.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar Senior Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces First Quarter 2020 Results First Quarter Loan Originations of $36.8 Million First Quarter Net Income Per Diluted Share of $0.20 First Quarter Core Earnings Per Diluted Share of $0.21 Newton, MA (May 4

TRMT / Tremont Mortgage Trust of Beneficial Interest DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

TRMT / Tremont Mortgage Trust of Beneficial Interest DEF 14A - - DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

TRMT / Tremont Mortgage Trust of Beneficial Interest DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

Tremont Mortgage Trust Announces Fourth Quarter and Year End 2019 Results Fourth Quarter Loan Originations of $33.0 Million Fourth Quarter Net Income Per Diluted Share of $0.16 Fourth Quarter Core Earnings Per Diluted Share of $0.17 Quarterly Distrib

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Joselyn Fine Manager, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces Fourth Quarter and Year End 2019 Results Fourth Quarter Loan Originations of $33.0 Million Fourth Quarter Net Income Per Diluted Share of $0.16 Fourth Quarter Core Earnings Per Diluted Share of $0.17 Quarterly Distribution Declared in January of $0.22 Per Common Shar

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Fourth Quarter 2019 Supplemental Operating and Financial Data 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole Loan All amounts in this report are unaudited TABLE OF CONTENTS CORP

trmt123119operatingsuppl Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Fourth Quarter 2019 Supplemental Operating and Financial Data 1000 Floral Vale, Yardley, PA $14.9 Million First Mortgage Whole Loan All amounts in this report are unaudited TABLE OF CONTENTS CORPORATE INFORMATION Page Company Profile 4 Investor Information 5 Research Coverage 6 FINANCIALS Fourth Quarter 2019 Highlights

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 19, 2020 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissio

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Specifie

Description of Securities. (Filed herewith.)

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 14, 2020, Tremont Mortgage Trust (the “Company,” “we,” “us” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Common Shares of Beneficial Interest, $.01 par value per s

(Incorporated by reference to the Company’s Current Report on Form 8-K

Exhibit 10.1 SECOND AMENDMENT TO GUARANTY THIS SECOND AMENDMENT TO GUARANTY (this “Amendment”), dated as of December 11, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”), and for the purpose of acknowledging and agreeing to the provision set forth in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 11, 2019 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissio

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Third Quarter 2019 Supplemental Operating and Financial Data 1711 Caroline Street, Houston, TX $28.0 Million First Mortgage Whole Loan Tremont Mortgage Trust Confidential Supplemental Operating a

trmt093019suppl Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Third Quarter 2019 Supplemental Operating and Financial Data 1711 Caroline Street, Houston, TX $28.0 Million First Mortgage Whole Loan Tremont Mortgage Trust Confidential Supplemental Operating and Financial Data, September 30, 2019All amounts in this report are unaudited 1 TABLE OF CONTENTS CORPORATE INFORMATION Page Company P

Tremont Mortgage Trust Announces Third Quarter 2019 Results Loan Repayments of $53.6 Million During the Third Quarter Third Quarter Net Income Per Diluted Share of $0.25 Third Quarter Core Earnings Per Diluted Share of $0.26 Quarterly Distribution De

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar Senior Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces Third Quarter 2019 Results Loan Repayments of $53.6 Million During the Third Quarter Third Quarter Net Income Per Diluted Share of $0.25 Third Quarter Core Earnings Per Diluted Share of $0.26 Quarterly Distribution Declared in October of $0.22 Per Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2019 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2019 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Second Quarter 2019 Supplemental Operating and Financial Data 1711 Caroline Street, Houston, TX $28.0 Million First Mortgage Whole Loan Closed May 2019 Tremont Mortgage Trust Confidential Supplem

EX-99.2 5 trmt063019suppl.htm EXHIBIT 99.2 Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Second Quarter 2019 Supplemental Operating and Financial Data 1711 Caroline Street, Houston, TX $28.0 Million First Mortgage Whole Loan Closed May 2019 Tremont Mortgage Trust Confidential Supplemental Operating and Financial Data, June 30, 2019 All amounts in this report are unaudited 1 TABLE OF CONTE

Tremont Mortgage Trust Announces Second Quarter 2019 Results Second Quarter Loan Originations of $80.1 Million Second Quarter Net Income per diluted share of $0.16 Second Quarter Core Earnings per diluted share of $0.20

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar Senior Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Announces Second Quarter 2019 Results Second Quarter Loan Originations of $80.1 Million Second Quarter Net Income per diluted share of $0.16 Second Quarter Core Earnings per diluted share of $0.20 Newton, MA (August 6, 2019): Tremont Mortgage Trust (Nasdaq: TR

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spec

Termination of a Material Definitive Agreement

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): May 23, 2019 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fil

ZLAB / Zai Lab Limited / Gill John Ashburn Passive Investment

SC 13G/A 1 eps8543.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tremont Mortgage Trust (Name of Issuer) Common Stock (Title of Class of Securities) 894789106 (CUSIP Number) N/A (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

TRMT / Tremont Mortgage Trust of Beneficial Interest / Tremont Realty Advisors Llc - SC 13D/A Activist Investment

SC 13D/A 1 a19-102995sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Amendment No. 1) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 TREMONT MORTGAGE TRUST (Name of Issuer) Common Shares, $0.01 Par Value (Title of Clas

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 1 to Schedule 13D with respect to the common shares of beneficial interest, $0.01 par value per share, of Tremont Mortgage Trust, dated as of May 22, 2019, is, and any further amendments thereto, signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a19-1017018k.htm 8-K 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): May 16, 2019 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199

Underwriting Agreement, dated as of May 16, 2019, among the Company, Tremont Realty Advisors LLC and the underwriters named therein, pertaining to the issuance and sale of up to 5,750,000 common shares of beneficial interest of the Company.

Exhibit 1.1 Execution Version TREMONT MORTGAGE TRUST 5,000,000 Shares Common Shares of Beneficial Interest ($0.01 par value per share) UNDERWRITING AGREEMENT May 16, 2019 UNDERWRITING AGREEMENT May 16, 2019 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. as Representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: T

5,000,000 Common Shares Common Shares of Beneficial Interest

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-231224 5,000,000 Common Shares Common Shares of Beneficial Interest We are a real estate finance company that focuses primarily on originating and investing in first mortgage whole loans secured by middle market and transitional commercial real estate. We are managed by Tremont Realty Advisors LLC, or our Manager, an investmen

TREMONT MORTGAGE TRUST Free Writing Prospectus

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 16, 2019 Relating to Preliminary Prospectus dated May 16, 2019 Registration Statement No.

TRMT / Tremont Mortgage Trust of Beneficial Interest S-11/A S-11/A

Table of Contents As filed with the Securities and Exchange Commission on May 16, 2019 Registration No.

Form of Underwriting Agreement.*

EX-1.1 2 a2238813zex-11.htm EX-1.1 Exhibit 1.1 TREMONT MORTGAGE TRUST [·] Shares Common Shares of Beneficial Interest ($0.01 par value per share) UNDERWRITING AGREEMENT May [·], 2019 UNDERWRITING AGREEMENT May [·], 2019 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. as Representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and

TRMT / Tremont Mortgage Trust of Beneficial Interest S-11/A S-11/A

S-11/A 1 a2238813zs-11a.htm S-11/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on May 14, 2019 Registration No. 333-231224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTA

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2019 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fil

Tremont Mortgage Trust Reports First Quarter 2019 Results First Quarter Loan Originations of $47.5 Million First Quarter Net Income per diluted share of $0.18 First Quarter Core Earnings per diluted share of $0.20 Quarterly Dividend Increased from $0

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar Senior Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports First Quarter 2019 Results First Quarter Loan Originations of $47.5 Million First Quarter Net Income per diluted share of $0.18 First Quarter Core Earnings per diluted share of $0.20 Quarterly Dividend Increased from $0.11 to $0.22 per common share New

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed First Quarter 2019 Supplemental Operating and Financial Data 675 Bering Drive, Houston, TX $15.2 Million First mortgage whole loan Closed June 2018 Tremont Mortgage Trust Confidential Supplementa

trmt1q2019supp Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed First Quarter 2019 Supplemental Operating and Financial Data 675 Bering Drive, Houston, TX $15.2 Million First mortgage whole loan Closed June 2018 Tremont Mortgage Trust Confidential Supplemental Operating and Financial Data, March 31, 2019 All amounts in this report are unaudited 1 TABLE OF CONTENTS CORPORATE INFORMATION Page

Subordination Agreement, dated March 25, 2019, among Tremont Realty Advisors LLC, the Company, Citibank, N.A. and Texas Capital Bank, National Association. (Filed herewith.)

Exhibit 99.1 TREMONT REALTY ADVISORS LLC 255 Washington Street Suite 300 Newton, MA 02458 March 25, 2019 Subordination Agreement Ladies and Gentleman: Reference is hereby made to that certain (a) Credit Agreement, dated as of February 4, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tremont Loan Agreement”), by and between Tremont Mort

TRMT / Tremont Mortgage Trust of Beneficial Interest CORRESP - -

May 14, 2019 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Commodities 100 F Street, NE Washington, D.

TRMT / Tremont Mortgage Trust of Beneficial Interest CORRESP - -

May 14, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Commodities 100 F Street, N.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spe

LETTER

May 9, 2019 David M. Blackman President and Chief Executive Officer Tremont Mortgage Trust Two Newton Place, 255 Washington Street, Suite 300 Newton, MA 02458-1634 Re: Tremont Mortgage Trust Registration Statement on Form S-11 Filed May 6, 2019 File No. 333-231224 Dear Mr. Blackman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rul

TRMT / Tremont Mortgage Trust of Beneficial Interest TEXT-EXTRACT - -

May 9, 2019 David M. Blackman President and Chief Executive Officer Tremont Mortgage Trust Two Newton Place, 255 Washington Street, Suite 300 Newton, MA 02458-1634 Re: Tremont Mortgage Trust Registration Statement on Form S-11 Filed May 6, 2019 File No. 333-231224 Dear Mr. Blackman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rul

Power of Attorney.*

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on May 3, 2019 Registration No.

Amendment No. 1 to Credit Agreement, dated May 3, 2019, between the Company and Tremont Realty Advisors LLC. (Incorporated by reference to the Company's Current Report on Form 8-K dated May 1, 2019.)

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 3, 2019 (this “Agreement”), is made by and between TREMONT MORTGAGE TRUST (the “Borrower”) and TREMONT REALTY ADVISORS LLC (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below unless the co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 1, 2019 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission File

Third Amendment to Fee Agreement, dated May 1, 2019, among TRMT CB Lender LLC, the Company and Citibank, N.A. (Incorporated by reference to the Company's Current Report on Form 8-K dated May 1, 2019.)

Exhibit 10.1 THIRD AMENDMENT TO FEE AGREEMENT THIS THIRD AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of May 1, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in Section

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): April 24, 2019 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Exhibit 10.1

Exhibit 10.1 Tremont Mortgage Trust Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of Tremont Mortgage Trust (the “Company”) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the “Board”) or the Compensation Committee of the Board, as applicable: · Each Independent Trustee receives an

TRMT / Tremont Mortgage Trust of Beneficial Interest DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

definitive Proxy Statement for our 2019 Annual Meeting of Shareholders dated March 8, 2019

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

ZLAB / Zai Lab Limited / Gill John Ashburn Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tremont Mortgage Trust (Name of Issuer) Common Stock (Title of Class of Securities) 894789106 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

our Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Specifie

Second Amendment to Fee Agreement, dated February 4, 2019, between TRMT CB Lender LLC and Citibank, N.A. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

Exhibit 10.11 SECOND AMENDMENT TO FEE AGREEMENT THIS SECOND AMENDMENT TO FEE AGREEMENT (this “Amendment”), dated as of February 4, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to the provision set forth in

Subsidiaries of the Company. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

Exhibit 21.1 TREMONT MORTGAGE TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation TRMT CB Lender LLC Delaware TRMT TCB Lender LLC Delaware TRMT TRS Inc. Maryland

Subordination Agreement, dated February 4, 2019, between the Company and Tremont Realty Advisors LLC. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

Exhibit 10.15 TREMONT REALTY ADVISORS LLC 255 Washington Street Suite 300 Newton, MA 02458 February 4, 2019 Subordination Agreement Ladies and Gentleman: Reference is hereby made to that certain (i) Credit Agreement, dated as of February 4, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tremont Loan Agreement”), by and between Tremont M

Fee Agreement, dated February 9, 2018, between TRMT CB Lender LLC and Citibank, N.A. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

Exhibit 10.9 EXECUTION VERSION February 9, 2018 TRMT CB Lender LLC c/o Tremont Realty Advisors LLC Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458 Attention: Douglas Lanois Re: Master Repurchase Agreement, dated as of February 9, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between TRMT

Credit Agreement, dated February 4, 2019, between the Company and Tremont Realty Advisors LLC. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

Exhibit 10.14 CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is dated as of February 4, 2019 and is by and between Tremont Mortgage Trust (the “Borrower”), and Tremont Realty Advisors LLC (the “Lender”). The Borrower desires the Lender to lend certain sums to the Borrower and the Lender agrees to extend credit to the Borrower, in accordance with the terms and conditions set forth herein

First Amendment to Guaranty Agreement, dated February 4, 2019, by the Company, in favor of Citibank, N.A. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.)

Exhibit 10.13 FIRST AMENDMENT TO GUARANTY THIS FIRST AMENDMENT TO GUARANTY (this “Amendment”), dated as of February 4, 2019 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TREMONT MORTGAGE TRUST, a Maryland real estate investment trust (“Guarantor”), and for the purpose of acknowledging and agreeing to the provision set forth in S

Tremont Mortgage Trust Reports Fourth Quarter and Year End 2018 Results Income From Investments, Net, For The Fourth Quarter of $1.0 Million Fourth Quarter Loan Originations of $66.3 Million Declared First Quarterly Distribution in January 2019

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports Fourth Quarter and Year End 2018 Results Income From Investments, Net, For The Fourth Quarter of $1.0 Million Fourth Quarter Loan Originations of $66.3 Million Declared First Quarterly Distribution in January 2019 Newton, MA (February 7, 2019): Tremont Mortg

Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Fourth Quarter 2018 Supplemental Operating and Financial Data 675 Bering Drive, Houston, TX $15.2 Million Refinancing Closed June 2018 Tremont Mortgage Trust Confidential Supplemental Operating a

trmt123118supplement992 Exhibit 99.2 TREMONT MORTGAGE TRUST TRMT Nasdaq Listed Fourth Quarter 2018 Supplemental Operating and Financial Data 675 Bering Drive, Houston, TX $15.2 Million Refinancing Closed June 2018 Tremont Mortgage Trust Confidential Supplemental Operating and Financial Data, December 31, 2018All amounts in this report are unaudited 1 TABLE OF CONTENTS CORPORATE INFORMATION Page Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 7, 2019 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

First Amendment to Fee Agreement, dated November 6, 2018, between TRMT CB Lender LLC and Citibank, N.A. (Incorporated by reference to the Company's Current Report on Form 8-K dated November 6, 2018.)

Exhibit 10.2 FIRST AMENDMENT TO FEE AGREEMENT FIRST AMENDMENT TO FEE AGREEMENT, dated as of November 6, 2018 (this “Amendment”), by and among CITIBANK, N.A., a national banking association (together with its successors and/or assigns, “Buyer”) and TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings giv

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 6, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

First Amendment to Master Repurchase Agreement, dated November 6, 2018, among TRMT CB Lender LLC, Citibank, N.A. and the Company. (Incorporated by reference to the Company's Current Report on Form 8-K dated November 6, 2018.)

Exhibit 10.1 FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of November 6, 2018 (the “Effective Date”), is made by and among CITIBANK, N.A. (together with its successors and/or assigns, “Buyer”), TRMT CB LENDER LLC, a Delaware limited liability company (“Seller”), and for the purpose of acknowledging and agreeing to t

Tremont Mortgage Trust Reports Third Quarter 2018 Financial Results

EX-99.1 2 trmt093018xearningsreleas.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports Third Quarter 2018 Financial Results Newton, MA (November 2, 2018): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial results for the quarter and nine months ended September 30, 2018. David B

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 Date of report (Date of earliest event reported): November 2, 2018 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissi

Tremont Mortgage Trust Reports Third Quarter 2018 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports Third Quarter 2018 Financial Results Newton, MA (November 2, 2018): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial results for the quarter and nine months ended September 30, 2018. David Blackman, President and Chief Executive Officer of TRM

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2018 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission

TRMT / Tremont Mortgage Trust of Beneficial Interest 10-Q (Quarterly Report)

10-Q 1 trmt093018xdocument.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgag

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a18-2103518k.htm 8-K 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): August 20, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38

Tremont Mortgage Trust Reports Second Quarter 2018 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports Second Quarter 2018 Financial Results Newton, MA (August 10, 2018): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial results for the quarter and six months ended June 30, 2018. David Blackman, Chief Executive Officer of TRMT, made the followin

TRMT / Tremont Mortgage Trust of Beneficial Interest 10-Q (Quarterly Report)

10-Q 1 trmt063018xdocument.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Tru

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 trmt063018x8kcoverpage.htm 8-K 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): August 10, 2018 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporati

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 27, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fi

Financial Statements and Exhibits, Other Events

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, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fi

[TREMONT REALTY ADVISORS] June 20, 2018

Exhibit 99.1 [TREMONT REALTY ADVISORS] June 20, 2018 Tremont Mortgage Trust 255 Washington Street Newton, MA 02458 Attn: David M. Blackman, CEO Management Agreement dated as of September 18, 2017 Ladies and Gentlemen: Reference is made to the captioned management agreement (the “Management Agreement”). Capitalized terms used and not otherwise defined in this letter are used with the meanings ascri

TRMT / Tremont Mortgage Trust of Beneficial Interest 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Spe

Letter, dated as of March 9, 2018, between the Company and Tremont Realty Advisors LLC regarding Management Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

Exhibit 10.2 Tremont Realty Advisors LLC Two Newton Place 225 Washington Street, Suite 300 Newton, Massachusetts 02458 March 9, 2018 Re: Tremont Mortgage Trust (the “Trust”) Gentlemen: Reference is made to the Management Agreement dated as of September 18, 2017 by and between the Trust and Tremont Realty Advisors LLC (the “Manager”), a registered investment adviser. The death of Mr. Barry M. Portn

Tremont Mortgage Trust Reports First Quarter 2018 Financial Results

EX-99.1 2 trmt033118xearningsrelease.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports First Quarter 2018 Financial Results Newton, MA (May 14, 2018): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial results for the quarter ended March 31, 2018. David Blackman, Chief Executiv

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2018 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fil

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): April 25, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission F

Summary of Trustee Compensation. (Incorporated by reference to the Company's Current Report on Form 8-K dated April 25, 2018.)

Exhibit 10.1 Tremont Mortgage Trust Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of Tremont Mortgage Trust (the “Company”) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the “Board”) or the Compensation Committee of the Board, as applicable: · Each Independent Trustee receives an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox

ZLAB / Zai Lab Limited / Gill John Ashburn Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tremont Mortgage Trust (Name of Issuer) Common Stock (Title of Class of Securities) 894789106 (CUSIP Number) October 5, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

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): March 9, 2018 TREMONT MORTGAGE TR

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): March 9, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commission Fi

The RMR Group and its Managed Companies Announce the Death of The RMR Group Founder and Chairman, Barry M. Portnoy

EX-99.1 2 a18-71271ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Timothy A. Bonang, Senior Vice President (617) 796-8230 The RMR Group and its Managed Companies Announce the Death of The RMR Group Founder and Chairman, Barry M. Portnoy Newton, MA (February 26, 2018): The RMR Group Inc. (Nasdaq: RMR), Government Properties Income Trust (Nasdaq: GOV), Hospitality Properties Trust (N

Financial Statements and Exhibits, Other Events

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): February 25, 2018 TREMONT MORTGAGE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 22, 2018 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-38199 82-1719041 (Commissio

Subsidiaries of the Company. (Filed herewith.)

Exhibit 21.1 TREMONT MORTGAGE TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation TRMT CB Lender LLC Delaware TRMT TRS Inc. Maryland

Tremont Mortgage Trust Reports Fourth Quarter and Year End 2017 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Reports Fourth Quarter and Year End 2017 Financial Results Newton, MA (February 22, 2018): Tremont Mortgage Trust (Nasdaq: TRMT) today announced financial results for the quarter and year ended December 31, 2017. David Blackman, Chief Executive Officer of TRMT, made

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38199 Tremont Mortgage Trust (Exact Name of Registrant as Specifie

Guaranty Agreement, dated February 9, 2018, by the Company, in favor of Citibank, N.A. (Incorporated by reference to the Company's Current Report on Form 8-K dated February 12, 2018.)

EX-10.2 3 a18-58231ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION GUARANTY This GUARANTY (this “Guaranty”) is made and entered into by TREMONT MORTGAGE TRUST, a Maryland real estate investment trust, whose address is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association whose address is 38

Tremont Mortgage Trust Enters $100 Million Master Repurchase Facility with Citibank, N.A.

Exhibit 99.1 TREMONT MORTGAGE TRUST Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634 tel: 617-796-8317 fax: 617-454-3645 FOR IMMEDIATE RELEASE Contact: Christopher Ranjitkar, Director, Investor Relations (617) 796-7651 Tremont Mortgage Trust Enters $100 Million Master Repurchase Facility with Citibank, N.A. Newton, MA (February 12, 2018): Tremont Mortgage Trust (Nasdaq: TR

Master Repurchase Agreement, dated as of February 9, 2018, between TRMT CB Lender LLC and Citibank, N.A. (Incorporated by reference to the Company's Current Report on Form 8-K dated February 12, 2018.)

EX-10.1 2 a18-58231ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION MASTER REPURCHASE AGREEMENT Dated as of February 9, 2018 by and between TRMT CB LENDER LLC, as Seller, and CITIBANK, N.A., as Buyer TABLE OF CONTENTS Page ARTICLE 1 APPLICABILITY 1 ARTICLE 2 DEFINITIONS 1 ARTICLE 3 INITIATION; CONFIRMATION; TERMINATION; FEES 21 ARTICLE 4 MARGIN MAINTENANCE 31 ARTICLE 5 PAYMENTS; COLLECTION ACCOUN

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a18-582318k.htm 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 9, 2018 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-3819

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 trmt093017x10qdocument.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38199 Tremont Mort

As filed with the Securities and Exchange Commission on November 9, 2017

As filed with the Securities and Exchange Commission on November 9, 2017 Registration No.

2017 Equity Compensation Plan. (Incorporated by reference to the Company's Registration Statement on Form S-8 dated November 9, 2017.)

Exhibit 99.1 TREMONT MORTGAGE TRUST 2017 EQUITY COMPENSATION PLAN Tremont Mortgage Trust hereby adopts the Tremont Mortgage Trust 2017 Equity Compensation Plan, effective as of the Effective Date. I. PURPOSE The Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and Trustees of the Company, employees of the Com

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13D with respect to the common shares of beneficial interest, $0.01 par value per share, of Tremont Mortgage Trust, dated as of September 18, 2017, is, and any amendments thereto, signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1

TRMT / Tremont Mortgage Trust of Beneficial Interest / Tremont Realty Advisors Llc - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

Form of Share Award Agreement. (Incorporated by reference to the Company's Current Report on Form 8-K dated September 13, 2017.)

Exhibit 10.4 FORM OF TREMONT MORTGAGE TRUST Share Award Agreement This Share Award Agreement (this ?Agreement?) is made as of ?DATE?, 2017, between ?NAME? (the ?Recipient?) and Tremont Mortgage Trust (the ?Company?). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Underwriting Agreement, dated September 13, 2017, by and among Tremont Mortgage Trust, Tremont Realty Advisors LLC and UBS Securities LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters.

Exhibit 1.1 TREMONT MORTGAGE TRUST 2,500,000 Shares Common Shares of Beneficial Interest ($0.01 par value per share) UNDERWRITING AGREEMENT September 13, 2017 UNDERWRITING AGREEMENT September 13, 2017 UBS Securities LLC Citigroup Global Markets Inc. RBC Capital Markets, LLC. as Representatives of the several Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 L

Amended and Restated Bylaws of the Company dated September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 13, 2017.)

Exhibit 3.2 TREMONT MORTGAGE TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated September 14, 2017 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 1 Section 2.5 Notice of A

Articles of Amendment and Restatement of the Company effective September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 13, 2017.)

Exhibit 3.1 TREMONT MORTGAGE TRUST ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Tremont Mortgage Trust, a Maryland real estate investment trust (the ?Trust?), formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby amends and restates its Declaration of Trust as currently in effect as provided herein, so that the following provisions are all the

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): September 13, 2017 Tremont Mortga

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): September 13, 2017 Tremont Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland 000-1708405 82-1719041 (State or Other Jurisdiction of Incorporation) (Commis

Management Agreement, dated as of September 18, 2017, among the Company, Tremont Realty Advisors LLC and, solely in respect to Section 29 thereof, The RMR Group Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated September 13, 2017.)

Exhibit 10.2 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this ?Agreement?) is entered into effective as of September 18, 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust, and Tremont Realty Advisors LLC, a Maryland limited liability company (the ?Manager?). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in Exhi

2017 Equity Compensation Plan

Exhibit 10.3 TREMONT MORTGAGE TRUST 2017 EQUITY COMPENSATION PLAN Tremont Mortgage Trust hereby adopts the Tremont Mortgage Trust 2017 Equity Compensation Plan, effective as of the Effective Date. I. PURPOSE The Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and Trustees of the Company, employees of the Com

Summary of Trustee Compensation. (Incorporated by reference to the Company's Current Report on Form 8-K dated April 25, 2018.)

Exhibit 10.6 Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of Tremont Mortgage Trust (the ?Company?) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the ?Board?) or the Compensation Committee of the Board, as applicable. Annual Retainer for Independent Trustees $20,000 Meeting Fees

Private Placement Purchase Agreement, dated as of September 13, 2017, between the Company and Tremont Realty Advisors LLC. (Incorporated by reference to the Company's Current Report on Form 8-K dated September 13, 2017.)

Exhibit 10.1 PRIVATE PLACEMENT PURCHASE AGREEMENT This PRIVATE PLACEMENT PURCHASE AGREEMENT (this ?Agreement?) is made as of September 13, 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the ?Trust?), and Tremont Realty Advisors LLC, a Maryland limited liability company (the ?Manager?). WHEREAS, the Trust has filed a registration statement on Form S-11 (File N

Form of Indemnification Agreement. (Incorporated by reference to the Company's Current Report on Form 8-K dated September 13, 2017.)

Exhibit 10.5 TREMONT MORTGAGE TRUST FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?), effective as of [DATE] (the ?Effective Date?), by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the ?Company?), and [TRUSTEE/OFFICER] (?Indemnitee?). WHEREAS, Indemnitee currently serves as a [trustee and/or executive officer] of the Company and ma

2,500,000 Shares Tremont Mortgage Trust Common shares of beneficial interest

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

TREMONT MORTGAGE TRUST Free Writing Prospectus

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 13, 2017 Relating to Preliminary Prospectus dated September 6, 2017 Registration Statement No.

TREMONT MORTGAGE TRUST TWO NEWTON PLACE 255 WASHINGTON STREET, SUITE 300 NEWTON, MASSACHUSETTS 02458

TREMONT MORTGAGE TRUST TWO NEWTON PLACE 255 WASHINGTON STREET, SUITE 300 NEWTON, MASSACHUSETTS 02458 VIA EDGAR Ms.

[Signature Page Follows]

September 11, 2017 VIA EDGAR Ms. Kim McManus Office of Real Estate and Commodities United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tremont Mortgage Trust Registration Statement on Form S-11 (SEC File No. 333-219205) Dear Ms. McManus: In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 19

As filed with the Securities and Exchange Commission on September 8, 2017

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on September 8, 2017 Registration No.

Form 8-A dated September 8, 2017,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Tremont Mortgage Trust (Exact name of registrant as specified in its charter) Maryland 82-1719041 (State of incorporation or organization) (I.R.S. Employer Identification No.) Two Newton Place, 255

Form of Amended and Restated Declaration of Trust of the Registrant**

Exhibit 3.1 FORM OF TREMONT MORTGAGE TRUST ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Tremont Mortgage Trust, a Maryland real estate investment trust (the ?Trust?), formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby amends and restates its Declaration of Trust as currently in effect as provided herein, so that the following provisions are

As filed with the Securities and Exchange Commission on September 6, 2017

S-11/A 1 a2233157zs-11a.htm S-11/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on September 6, 2017 Registration No. 333-219205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

Form of Amended and Restated Bylaws of the Registrant**

Exhibit 3.2 FORM OF TREMONT MORTGAGE TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated , 2017 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 1 Section 2.5 Notice of Adjou

Form of 2017 Equity Compensation Plan of the Registrant**

EX-10.3 5 a2233157zex-103.htm EX-10.3 Exhibit 10.3 FORM OF TREMONT MORTGAGE TRUST 2017 EQUITY COMPENSATION PLAN Tremont Mortgage Trust hereby adopts the Tremont Mortgage Trust 2017 Equity Compensation Plan, effective as of the Effective Date. I. PURPOSE The Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and

Form of Private Placement Purchase Agreement between Tremont Mortgage Trust and Tremont Realty Advisors LLC**

EX-10.1 3 a2233011zex-101.htm EX-10.1 Exhibit 10.1 Form of PRIVATE PLACEMENT PURCHASE AGREEMENT This PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) is made as of , 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Trust”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”). WHEREAS, the Trust has filed a registrat

Form of Management Agreement among the Registrant, Tremont Realty Advisors LLC and, solely in respect of Section 29 thereof, The RMR Group Inc.**

Exhibit 10.2 FORM OF MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of [·], 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust, and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in Exhib

Form of Underwriting Agreement**

Exhibit 1.1 TREMONT MORTGAGE TRUST [·] Shares Common Shares of Beneficial Interest ($0.01 par value per share) UNDERWRITING AGREEMENT [·], 2017 UNDERWRITING AGREEMENT [·], 2017 UBS Securities LLC Citigroup Global Markets Inc. RBC Capital Markets, LLC. as Representatives of the several Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Tre

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 500 BOYLSTON STREET BOSTON, MASSACHUSETTS 02116 FIRM/AFFILIATE OFFICES - CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.

Form of Indemnification Agreement**

Exhibit 10.5 TREMONT MORTGAGE TRUST FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Tremont Mortgage Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serves as a [trustee and/or executive officer] of the Company and ma

As filed with the Securities and Exchange Commission on August 15, 2017

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on August 15, 2017 Registration No.

LETTER

Mail Stop 3233 August 7, 2017 Via E-Mail David M. Blackman Chief Executive Officer Tremont Mortgage Trust Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts 02458-1634 Re: Tremont Mortgage Trust Amendment No. 1 to Registration Statement on Form S-11 Filed August 3, 2017 File No. 333-219205 Dear Mr. Blackman: We have reviewed your amended registration statement and have the fo

Form of Common Share Certificate. (Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-11 dated August 3, 2017, File No. 333-219205.)

Exhibit 4.1 XXXXXX XXXXXX COMMON SHARES $0.01 PAR VALUE PER SHARE COMMON SHARES $0.01 PAR VALUE PER SHARE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION A MARYLAND REAL ESTATE INVESTMENT TRUST FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN TREMONT MORTGAGE TRUST a Maryland real estate investment trust (the “TrCust”), OtransfeMrable onMthe boO

As filed with the Securities and Exchange Commission on August 2, 2017

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on August 2, 2017 Registration No.

Consent of Jeffrey P. Somers to be named as Independent Trustee**

EXHIBIT 99.3 CONSENT OF JEFFREY P. SOMERS TO BE NAMED AS A TRUSTEE CONSENT The undersigned hereby consents to being named in the Registration Statement on Form S-11 (Registration No. 333-219205) and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) und

Form of Amended and Restated Bylaws of the Registrant**

Exhibit 3.2 FORM OF TREMONT MORTGAGE TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated , 2017 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice of Adjo

Form of Share Award Agreement**

Exhibit 10.4 FORM OF TREMONT MORTGAGE TRUST Share Award Agreement This Share Award Agreement (this ?Agreement?) is made as of ?DATE?, 2017, between ?NAME? (the ?Recipient?) and Tremont Mortgage Trust (the ?Company?). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

FORM OF TREMONT MORTGAGE TRUST 2017 EQUITY COMPENSATION PLAN

Exhibit 10.3 FORM OF TREMONT MORTGAGE TRUST 2017 EQUITY COMPENSATION PLAN Tremont Mortgage Trust hereby adopts the Tremont Mortgage Trust 2017 Equity Compensation Plan, effective as of the Effective Date. I. PURPOSE The Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and Trustees of the Company, employees of

Consent of Joseph L. Morea to be named as Independent Trustee**

EXHIBIT 99.2 CONSENT OF JOSEPH L. MOREA TO BE NAMED AS A TRUSTEE CONSENT The undersigned hereby consents to being named in the Registration Statement on Form S-11 (Registration No. 333-219205) and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under

FORM OF MANAGEMENT AGREEMENT

Exhibit 10.2 FORM OF MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this ?Agreement?) is entered into effective as of [?], 2017, by and between Tremont Mortgage Trust, a Maryland real estate investment trust, and Tremont Realty Advisors LLC, a Maryland limited liability company (the ?Manager?). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in Exhib

FORM OF TREMONT MORTGAGE TRUST ARTICLES OF AMENDMENT AND RESTATEMENT

Exhibit 3.1 FORM OF TREMONT MORTGAGE TRUST ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Tremont Mortgage Trust, a Maryland real estate investment trust (the “Trust”), formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby amends and restates its Declaration of Trust as currently in effect as provided herein, so that the following provisions are

Consent of John L. Harrington to be named as Independent Trustee**

EXHIBIT 99.1 CONSENT OF JOHN L. HARRINGTON TO BE NAMED AS A TRUSTEE CONSENT The undersigned hereby consents to being named in the Registration Statement on Form S-11 (Registration No. 333-219205) and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) un

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 500 BOYLSTON STREET BOSTON, MASSACHUSETTS 02116 TEL: (617) 573-4800 FAX: (617) 573-4822 www.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DIRECT DIAL 617-573-4859 DIRECT FAX 617-305-4859 EMAIL ADDRESS MARGARET.

LETTER

August 1, 2017 Via E-Mail David M. Blackman Chief Executive Officer Tremont Mortgage Trust Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts 02458-1634 Re: Tremont Mortgage Trust Registration Statement on Form S-11 Filed July 7, 2017 File No. 333-219205 Dear Mr. Blackman: We have reviewed your registration statement and have the following comments. In some of our comments, w

Power of Attorney**

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 7, 2017 Registration No.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 500 BOYLSTON STREET BOSTON, MASSACHUSETTS 02116 FIRM/AFFILIATE OFFICES TEL: (617) 573-4800 FAX: (617) 573-4822 CHICAGO www.

LETTER

Mail Stop 3233 June 29, 2017 Via E-Mail David M. Blackman Chief Executive Officer Tremont Mortgage Trust Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts 02458-1634 Re: Tremont Mortgage Trust Draft Registration Statement on Form S-11 Submitted June 6, 2017 CIK No. 0001708405 Dear Mr. Blackman: We have reviewed your draft registration statement and have the following comment

The registrant is submitting this draft registration statement confidentially as an "emerging growth company" pursuant to Section 6(e) of the Securities Act of 1933, as amended. As submitted confidentially to the Securities and Exchange Commission on

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents The registrant is submitting this draft registration statement confidentially as an "emerging growth company" pursuant to Section 6(e) of the Securities Act of 1933, as amended.