Ladder Capital (NYSE: LADR) CEO logs tax-related share disposition

Rhea-AI Filing Summary

Ladder Capital Corp Chief Executive Officer Brian Harris reported a tax-related share disposition. On February 20, 2026, 333,278 shares of Class A common stock were disposed of at $10.41 per share to satisfy tax withholding obligations, leaving 528,768 shares held directly.

The filing also reports additional Class A common stock held indirectly through entities such as Shallow Alcove LLC and Shallow Alcove II LLC, as well as family investment vehicles and a family trust. Harris disclaims beneficial ownership of these indirect holdings except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harris Brian

(Last) (First) (Middle)

C/O LADDER CAPITAL CORP

320 PARK AVE, 15TH FL

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ladder Capital Corp [ LADR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/20/2026		F		333,278	D	$10.41	528,768	D
Class A Common Stock								1,048,394	I	By Shallow Alcove LLC(1)
Class A Common Stock								917,324	I	By Shallow Alcove II LLC(1)
Class A Common Stock								4,793,623	I	Betsy A. Harris 2012 Family Trust(1)
Class A Common Stock								400,540	I	By Harris Investment Associates, L.P.(1)
Class A Common Stock								1,020,084	I	By Harris Investment Associates II, L.P.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest, and this report should not be deemed an admission that the Reporting Person or any other person named herein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Michelle Wallach, as Attorney-in-Fact for Brian Harris	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Ladder Capital (LADR) report for Brian Harris?

Ladder Capital reported that CEO Brian Harris had 333,278 Class A shares disposed of at $10.41 per share to cover tax obligations. This tax-withholding disposition is linked to equity compensation rather than an open-market buy or sell decision.

Was the Ladder Capital (LADR) CEO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 333,278 Class A shares were used to satisfy tax liabilities associated with equity awards, a common administrative mechanism for settling tax obligations.

How many Ladder Capital (LADR) shares does Brian Harris hold directly after the transaction?

After the tax-withholding disposition, Brian Harris directly holds 528,768 shares of Ladder Capital Class A common stock. This figure reflects only his direct ownership and excludes additional shares reported as indirectly held through various entities and trusts.

What indirect Ladder Capital (LADR) holdings are reported for entities associated with Brian Harris?

The filing reports indirect holdings of Ladder Capital Class A shares through entities including Shallow Alcove LLC, Shallow Alcove II LLC, a family trust, and investment partnerships. Harris disclaims beneficial ownership of these indirect positions except to the extent of his pecuniary interest.

Does the Ladder Capital (LADR) Form 4 indicate buying or selling by Brian Harris?

The Form 4 indicates a disposition for tax withholding, not a traditional buy or sell. Shares were surrendered at $10.41 per share to satisfy tax liabilities tied to equity compensation, while overall economic exposure remains influenced by significant direct and indirect holdings.

Why is the tax-withholding disposition in Ladder Capital (LADR) CEO’s Form 4 important?

The tax-withholding disposition explains why shares left Brian Harris’s direct account without implying a discretionary sale. It shows equity compensation is being settled for taxes while he continues to hold substantial direct and indirect stakes in Ladder Capital common stock.