UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

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~~ ofTO ~~Report~~SECTION ~~(Date~~13 ofor ~~earliest event reported~~15(d)~~: May~~ OF ~~27, 2021~~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~~other Jurisdiction of Incorporation)

001-38199

~~82-1719041~~

82-1719041

(Commission File Number)

~~(IRS Employer Identification No.)~~

(IRS Employer Identification Number)

Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts

02458-1634

(Address of Principal Executive Offices)

(Zip Code)

~~617-796-8317~~ Two Newton Place, 255 Washington Street, Suite 300,

~~(Registrant’s Telephone Number~~ Newton, ~~Including Area~~Massachusetts 02458-1634 ~~Code)~~

(Address of Principal Executive Offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~Each~~each ~~Class~~class Trading Symbol Name of each exchange on which registered Common Shares of Beneficial Interest TRMT The Nasdaq Stock Market LLC

(617) 796-8317

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

InItem ~~this~~2.02. Results ~~Current~~of ~~Report~~Operations onand ~~Form 8-K,~~Financial ~~the term “the Company” refers to Tremont Mortgage Trust~~Condition.

~~Item~~On ~~5.02.~~July 27, ~~Departure~~2021, ofTremont ~~Directors~~Mortgage Trust, or ~~Certain~~the ~~Officers;~~Company, ~~Election~~issued ofa ~~Directors;~~press ~~Appointment~~release regarding the Company’s results of ~~Certain~~operations ~~Officers;~~and ~~Compensatory~~financial ~~Arrangements~~condition for the quarter and six months ended June 30, 2021 and also provided certain supplemental operating and financial data for the quarter and six months ended June 30, 2021. Copies of ~~Certain~~the ~~Officers~~Company’s press release and supplemental operating and financial data are furnished as Exhibits 99.1 and 99.2 hereto, respectively.

~~Share~~Item ~~Award~~9.01. Financial ~~Plan~~Statements and Exhibits.

~~As described in Item 5.07 below, at the Company’s annual meeting of shareholders held on May 27, 2021~~ (~~the “Annual Meeting”~~d), the Company’s shareholders approved the Amended and Restated Tremont Mortgage Trust 2017 Equity Compensation Plan (the “Equity Compensation Plan”), which amended and restated the predecessor Tremont Mortgage Trust 2017 Equity Compensation Plan to increase by 350,000 the total number of common shares of beneficial interest, $0.01 par value (“Common Shares”), available for awards under the plan and extended the term of the plan until May 27, 2031, the tenth anniversary of the Annual Meeting. Exhibits

A copy of the Equity Compensation Plan was included as Annex A to the Company’s proxy statement for the Annual Meeting, which proxy statement was filed with the Securities and Exchange Commission (the “SEC”), on March 25, 2021 (the “2021 Proxy Statement”), and is available at the SEC’s website at www99.sec.gov. The terms and conditions of the Equity Compensation Plan are described in detail in the 2021 Proxy Statement. The foregoing description of the Equity Compensation Plan is qualified in its entirety by the terms of the Equity Compensation Plan. A copy of the Equity Compensation Plan is attached hereto as Exhibit 10.1 Press ~~and~~release isdated ~~incorporated~~July by27, ~~reference herein.~~2021

~~Item 5~~99.~~07.~~2 Second ~~Submission~~Quarter of2021 ~~Matters~~Supplemental toOperating aand ~~Vote~~Financial ~~of Security Holders.~~Data

At104 Cover ~~the~~Page ~~Annual~~Interactive ~~Meeting,~~Data ~~the Company's shareholders voted on the election of William A~~File. ~~Lamkin~~(Embedded aswithin ~~an Independent Trustee in Class I of~~ the ~~Board~~inline ~~for~~XBRL ~~a three year term of office continuing until the Company's 2024 annual meeting of shareholders and until his successor is duly elected and qualifies~~document. ~~Mr. Lamkin received the following votes:~~)

For		Withhold		Broker Non-Votes
3,580,276		433,479		2,088,587

The Company’s shareholders also voted on the election of Matthew P. Jordan as a Managing Trustee in Class I of the Board for a three year term of office continuing until the Company’s 2024 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Jordan received the following votes:SIGNATURES

For		Withhold		Broker Non-Votes
3,709,062		304,693		2,088,587

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Company’s shareholders also voted on the approval of the Equity Compensation Plan. This proposal received the following votes:




		TREMONT MORTGAGE TRUST


Date:	July 27, 2021	By:	/s/ G. Douglas Lanois
		Name:	G. Douglas Lanois
		Title:	Chief Financial Officer and Treasurer

For		Against		Abstain		Broker Non-Votes
3,563,338		429,905		20,512		2,088,587

The Company's shareholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2021 fiscal year. This proposal received the following votes:

For		Against		Abstain		Broker Non-Votes
6,059,123		29,827		13,392		–

The results reported above are final voting results.

Item 8.01. Other Events.

On May 27, 2021, the Company continued its current Trustee compensation arrangements. A summary of the Company’s currently effective Trustee compensation arrangements is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Consistent with the Company's Trustee compensation arrangements, on May 27, 2021, the Company awarded each of the Company's Trustees 3,000 common shares of beneficial interest, $0.01 par value, of the Company (the "Common Shares") valued at $6.11 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.

Item 9.01. Financial Statements and Exhibits.

10.1	Amended and Restated Tremont Mortgage Trust 2017 Equity Compensation Plan
10.2	Summary of Trustee Compensation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREMONT MORTGAGE TRUST By: /s/ G. Douglas Lanois Name: G. Douglas Lanois Title: Chief Financial Officer and Treasurer

Date: May 28, 2021

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