Board pay and ownership detailed in Ready Capital (NYSE: RC) filing

Rhea-AI Filing Summary

Ready Capital Corporation filed an Amendment No. 1 to its annual report to add Part III disclosures on directors, executive compensation, governance and ownership after deciding not to file a proxy within 120 days of December 31, 2025. The company is externally managed under a fee and incentive-based Management Agreement, and only certain executives’ cash pay is reimbursed by Ready Capital. Independent directors received a $100,000 annual cash retainer plus $120,000 in equity awards in 2025, with additional committee retainers. Incentive pay for key reimbursed executives is tied to formulaic metrics such as distributable return on equity and adjusted distributable return on equity, alongside individual performance. The filing also details stock ownership guidelines, a clawback policy, insider trading and hedging restrictions, and that five of seven directors are independent. As of June 30, 2025, non-affiliate common stock had a market value of $694.7 million, and 165,219,071 common shares were outstanding as of April 27, 2026.

Key Figures

Market value of non-affiliate common stock: $694.7 million Common shares outstanding: 165,219,071 shares Independent director annual cash fee: $100,000 +5 more

8 metrics

Market value of non-affiliate common stock $694.7 million As of June 30, 2025, based on NYSE closing price

Common shares outstanding 165,219,071 shares As of April 27, 2026

Independent director annual cash fee $100,000 Per independent director for 2025

Independent director annual equity award $120,000 Grant date fair value of restricted stock or RSUs in 2025

CFO total cash compensation reimbursed $1,566,435 2025 performance year, including $550,000 salary and $946,000 bonus

Management fees paid to external manager $20.3 million Total management fees in 2025; no incentive distributions paid

CFO 2025 bonus opportunity range $550,000–$1,925,000 Threshold to maximum annual cash bonus opportunity for 2025

Board size 7 directors Number of directors serving on the board

Key Terms

Distributable ROE, Adjusted distributable ROE, performance-based RSUs, Management Agreement, +2 more

6 terms

Distributable ROE financial

"Distributable ROE is calculated as the amount of 2025 distributable earnings returned as a percentage of average stockholders’ equity."

Adjusted distributable ROE financial

"Adjusted distributable ROE is calculated as the amount of 2025 distributable earnings before realized losses on certain investments."

performance-based RSUs financial

"50% of the award is comprised of performance- based RSUs that are eligible to vest based on achievement of pre-established performance metrics."

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

Management Agreement financial

"We are managed by our Manager pursuant to the Management Agreement whereby we pay our Manager a management fee and incentive distribution."

A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.

incentive distribution financial

"Our Manager is also entitled to receive an incentive distribution, distributed quarterly in arrears, equal to 15% of core earnings over a 8% hurdle."

clawback policy regulatory

"We maintain a clawback policy that complies with NYSE listing standards and Rule 10D-1 under the Exchange Act."

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission File Number:  001-35808

READY CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	90-0729143
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1251 Avenue of the Americas, 50th Floor, New York, NY 10020
(Address of Principal Executive Offices, Including Zip Code)
(212) 257-4600
(Registrant's telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RC	New York Stock Exchange
Preferred Stock, 6.25% Series C Cumulative Convertible, par value $0.0001 per share	RC PRC	New York Stock Exchange
Preferred Stock, 6.50% Series E Cumulative Redeemable, par value $0.0001 per share	RC PRE	New York Stock Exchange
9.00% Senior Notes due 2029	RCD	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or

for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this

chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the

definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company  ☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under

Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒   No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an

error to previously issued financial statements.  Yes ☐   No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s

executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐   No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $694.7 million based on the closing sales price of the

registrant’s common stock on June 30, 2025 as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: The registrant has 165,219,071 shares of common stock, par

value $0.0001 per share, outstanding as of April 27, 2026.

Auditor Name		Auditor Location		Auditor Firm ID
Deloitte & Touche LLP		New York, New York		34

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Explanatory Note

Ready Capital Corporation, referred to in this report as “Ready Capital,” “the Company,” “we,” “us,” and “our,” is filing

this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended

December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026 (the

“Original Report”), for the sole purpose of including the information required by Part III, Items 10 through 14, of Form

10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form

10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive

proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment

to provide information required in Part III of Form 10-K for the fiscal year ended December 31, 2025, because the

Company does not intend to file a definitive proxy statement containing such information within 120 days of December

31, 2025.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III,

Items 10 through 14 of the Original Report are hereby amended and restated in their entirety, and Part IV, Item 15 of the

Original Report is hereby amended and restated only with respect to the addition of the new certifications by our

principal executive officer and principal financial officer filed herewith. Except as described above or as otherwise

expressly provided by the terms of this Amendment, no other changes have been made to the Original Report. This

Amendment does not reflect events occurring after the filing of the Original Report, does not modify or update in any

way the disclosures contained in the Original Report, and does not modify or update those disclosures that may be

affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Report and

with our filings with the SEC subsequent to the Original Report.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

Our current board of directors is comprised of seven members. Our bylaws (“Bylaws”) provide that a majority

of the entire board of directors may at any time increase or decrease the number of directors. However, the number of

directors may never be less than the minimum number required by the Maryland General Corporation Law (“MGCL”)

nor more than 15, unless our Bylaws are amended. In accordance with our charter and our Bylaws, directors are elected

annually, and each director holds office until the next annual meeting of stockholders and until his or her successor has

been duly elected and qualifies, or until the earlier of the director’s resignation, death or removal. Our board of directors

is responsible for overseeing our affairs. Our board of directors may conduct its business through meetings and actions

taken by written consent in lieu of meetings. Our board of directors has adopted Corporate Governance Guidelines that

address significant issues of corporate governance and set forth procedures by which our board of directors carries out its

responsibilities (the “Guidelines”) and the Guidelines encourage and promote the attendance by each director at all

scheduled meetings of our board of directors and all meetings of our stockholders.

The Nominating and Corporate Governance Committee of our board of directors (the “Nominating and

Corporate Governance Committee”) and the board of directors evaluates a number of criteria, qualifications and

attributes when selecting a candidate to serve as a director. These include a candidate’s relevant experience, skill,

diversity (including diversity in gender, race, ethnicity, and age, as well as fields of expertise, industry experience, and

geographic location), integrity and independence. We seek to have a board of directors representing diverse backgrounds

and varied work and life experiences that provide a range of insights into the financial, governance or legal matters that

are relevant to our business and to our status as a publicly owned company. We believe that, as a group, our directors

bring a diverse range of perspectives that contribute to the effectiveness of our board of directors as a whole and the

oversight that our board of directors provides to our management team. There is no familial relationship among any of

the members of our board of directors or executive officers.

Set forth below is information regarding each of our directors, including the experience, qualifications,

attributes and skills that our board of directors believes makes each of them well qualified to serve as directors of the

Company.

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Thomas E. Capasse

Mr. Capasse, age 69, has served as the Chairman of our board of directors and our Chief Executive Officer

since October 2016. Mr. Capasse also serves as our Chief Investment Officer since November 2022 and is a Manager

and co-founder of Waterfall Asset Management, LLC (our “Manager”). Prior to founding Waterfall, Mr. Capasse

managed the principal finance groups at Greenwich Capital from 1995 until 1997, Nomura Securities from 1997 until

2001, and Macquarie Securities from 2001 until 2004. Mr. Capasse has significant and long-standing experience in the

securitization market as a founding member of Merrill Lynch’s ABS Group (1983–1994) with a focus on mortgage

backed securities (“MBS”) transactions (including the initial Subprime Mortgage and Manufactured Housing ABS) and

experience in many other ABS sectors. Mr. Capasse began his career as a fixed income analyst at Dean Witter and Bank

of Boston. Mr. Capasse received a Bachelor of Arts degree in Economics from Bowdoin College in 1979.

Jack J. Ross

Mr. Ross, age 68, has served as our President and as a member of our board of directors since October 2016.

Mr. Ross is a Manager and co-founder of our Manager. Mr. Ross also serves as Vice Chairman of the board of directors

of Feinstein Institutes for Medical Research, a not-for-profit organization. Prior to founding our Manager in January

2005, Mr. Ross was the founder of Licent Capital, a specialty broker/dealer for intellectual property securitization. From

1987 until 1999, Mr. Ross was employed by Merrill Lynch where he managed the real estate finance and ABS groups.

Mr. Ross began his career at Drexel Burnham Lambert where he worked on several of the early ABS transactions and at

Laventhol & Horwath where he served as a senior auditor. Mr. Ross received a Master of Business Administration

degree in Finance with distinction from the University of Pennsylvania’s Wharton School of Business in 1984 and a

Bachelor of Science degree in Accounting, cum laude, from the State University of New York at Buffalo in 1978.

Meredith Marshall

Mr. Marshall, age 60, is one of our independent directors and has served as a member of our board of directors

since December 2022. Mr. Marshall is the co-founder and Managing Partner of BRP Companies (“BRP”), a vertically

integrated owner, operator, developer and manager of transit-oriented, mixed-use, multifamily properties in the New

York Tri-State area. Mr. Marshall is responsible for executing BRP’s investment strategy, including deal origination,

acquisition, finance and development. Prior to co-founding BRP, Mr. Marshall was a Managing Director at Musa Capital

Advisors (“Musa Capital”), an emerging markets private equity and financial advisory firm based in New York City that

managed a separate account for Kingdom Holding Africa, HRH’s Prince Alwaleed Bin Talal’s investment vehicle for

Sub-Saharan Africa. At Musa Capital, Mr. Marshall was instrumental in executing cross-border transactions, including

the $37 million development of a mixed-use office complex and mall in Harare, Zimbabwe. Mr. Marshall also led

successful investments in the telecommunications and financial services sectors. Prior to Musa Capital, Mr. Marshall

was a senior associate at Wasserstein Perella & Co. (“Wasserstein”), an investment banking firm based in New York

City. While at Wasserstein, Mr. Marshall was an integral member of the firm’s telecommunications and media, mergers

and acquisitions practice, where he assisted in transactions exceeding $15 billion. Mr. Marshall is a founding member of

the Council of Urban Professionals and a member of the Executive Board of the New York State Affordable Housing

Association. Mr. Marshall also proudly serves on the Real Estate Board of New York Board of Governors, Enterprise

NYC Advisory Board and Citizens Housing and Planning Council Board. Mr. Marshall holds a Bachelor of Science

degree in Electrical Engineering from Boston University and a Master of Business Administration degree in Finance and

International Business from Columbia Business School.

Dominique Mielle

Ms. Mielle, age 57, is one of our independent directors and has served on our board of directors since March

2021, following the completion of our merger transaction with Anworth Mortgage Asset Corporation (“Anworth”), Ms.

Mielle served on the board of directors of Anworth prior to the merger transaction. Ms. Mielle also serves on the boards

of Studio City International Holdings Limited, which operates an entertainment resort, and Tiptree Inc., which provides

specialty insurance and investment management services. Ms. Mielle was a Partner at Canyon Capital Advisors, LLC

(“Canyon”) from August 1998 to December 2017, where she focused on the transportation, technology, retail and

consumer products sectors, specialized in corporate and municipal bond securitizations, and was responsible for all

aspects of Canyon’s collateralized loan obligations business. Prior to joining Canyon, in 1996, Ms. Mielle worked at

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Libra Investments, Inc. as an associate in the corporate finance department, covering middle market companies. Prior to

Libra Investments, from 1993 to 1995, Ms. Mielle worked at Lehman Brothers as an analyst in the Financial Institutions

group, focusing on mergers and acquisitions. Ms. Mielle holds a Master of Business Administration degree in Finance

from Stanford University and a Master in Management degree from École des Hautes Études Commerciales in France

(HEC Paris).

Gilbert Nathan

Mr. Nathan, age 46, is one of our independent directors and has served on our board of directors since March

2019, following the completion of our merger transaction with Owens Realty Mortgage, Inc. (“ORM”) and served on the

board of directors of ORM from August 2018 through the completion of the merger transaction. He has served as the

Managing Member and a Director of Jackson Square Advisors LLC, a financial advisory and services firm, since

September 2015. He has served as a Director for Alto Ingredients, Inc (Nasdaq: ALTO) since November 2019 and

Magnachip Semiconductor Corporation (NYSE: MX) since May 2023. Mr. Nathan is currently the Plan Administrator

for Mission Coal Wind Down Co. LLC and Plan Administrator for Mahwah Bergen Retail Group. From December 2012

to May 2025 Mr. Nathan served as the Chief Executive Officer of Cloud Peak Energy.  From June 2018 to December

2021, Mr. Nathan served as a board member of Hercules Offshore Liquidating Trust for Hercules Offshore, Inc. He also

served as the liquidating trustee of BPZ Liquidating Trust for BPZ Resources, Inc. from November 2015 to May 2017. 

From November 2015 to July 2017, he served as a Director of Emergent Capital, Inc. (NYSE: EMG), a specialty finance

company. From July 2013 to August 2015, Mr. Nathan was a senior analyst with Candlewood Investment Group, an

investment firm, and prior to that, he was a Principal with Restoration Capital Management from 2002 to 2012. Mr.

Nathan earned a Bachelor of Science degree in Management from Tulane University. 

J. Mitchell Reese   

Mr. Reese, age 66, is one of our independent directors and has served as a member of our board of directors

since October 2016 and our Lead Independent Director since April 2025. From November 2013 to October 2016 Mr.

Reese served as a member of the board of directors of Sutherland Asset Management Corporation which merged with

our Company in October 2016 whereupon Mr. Reese became a member of our board of directors. He has been the

Managing Member of Cintra Capital LLC since June 2001. Prior to founding Cintra, he was a Managing Director of The

Carlyle Group, a private equity firm that manages over $220 billion, where he headed the firm’s U.S. venture capital

fund. Mr. Reese has served as a Director of The Maids International, a privately held franchisor of cleaning services,

since July 2021. Previously, Mr. Reese was a Managing Director of Morgan Keegan & Company, where he served on

the board of directors and was head of the Mergers and Acquisitions Group, co-head of Investment Banking, and

President of the firm’s Merchant Banking subsidiary. He served as a Director of Oxford Finance Corporation, a

privately-held specialty finance company, from 2002 to 2004 and as a Director of Local Vine, LLC, a privately-held

retailer, from March 2019 to August 2019. Mr. Reese graduated cum laude with a Bachelor of Arts degree from Harvard

College and received a Master of Business Administration degree from Harvard Business School. 

Todd M. Sinai   

Dr. Sinai, age 56, is one of our independent directors and has served as a member of our board of directors since

October 2016. From November 2013 to October 2016 Dr. Sinai served as a member of the board of directors of

Sutherland Asset Management Corporation which merged with our Company in October 2016 whereupon Dr. Sinai

became a member of our board of directors. Dr. Sinai is the David B. Ford Professor, Professor of Real Estate, and

Professor of Business Economics and Public Policy at The University of Pennsylvania – The Wharton School, where he

has been a member of the faculty since 1997 and served as the Chairperson of the Real Estate Department from 2019 to

2025. Dr. Sinai has particular expertise in commercial real estate and real estate investment trusts, real estate and public

economics, risk and pricing in real estate markets, taxation of real estate and capital gains. Dr. Sinai received a Ph.D. in

Economics from the Massachusetts Institute of Technology and a Bachelor of Arts degree in Economics and

Mathematics from Yale University. 

Executive Officers

We are externally managed and advised by our Manager, and our Manager accordingly provides or obtains, on

our behalf, the personnel, and services necessary for us to conduct our business. Pursuant to the terms of our

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Management Agreement, our Manager and its affiliates provide us certain members of our management team, including

our Chief Executive Officer and Chief Investment Officer, our President and our Chief Financial Officer, along with

certain support personnel. The biographies of our Chief Financial Officer and Chief Credit Officer can be found below,

each as of the date of this Amendment. For the biography of Mr. Capasse and Mr. Ross, our Chief Executive Officer and

Chief Investment Officer and our President, respectively, please see “Board of Directors” above.

The following sets forth certain information with respect to our executive officers:

Name	Age		Position Held
Thomas E. Capasse	69	Chairman of the Company Board of Directors, Chief Executive Officer and Chief Investment Officer
Jack J. Ross	68	President and Director
Andrew Ahlborn	42	Chief Financial Officer
Dominick Scali	45	Chief Credit Officer

Andrew Ahlborn

Mr. Ahlborn, age 42, has served as our Chief Financial Officer since March 2019. Mr. Ahlborn joined our

Manager in 2010 and served as Controller of Ready Capital from 2015 to 2019. Having focused on Ready Capital since

its formation in 2011, Mr. Ahlborn has served a vital role in many significant corporate transactions since our inception.

Prior to joining our Manager he worked in Ernst & Young, LLP’s Financial Services Office. Mr. Ahlborn received a

Bachelor of Science degree in Accounting from Fordham University’s Gabelli School of Business and a Master of

Business Administration degree from Columbia Business School. He is a licensed Certified Public Accountant in New

York.

Dominick D. Scali

Mr. Scali, age 45, has served as our Chief Credit Officer since February 2026. Prior to joining Ready Capital,

Mr. Scali was head of credit and underwriting for Doral Bank's national bridge lending platform. Prior to Doral Bank, he

held positions in credit and originations at Anglo Irish bank. Mr. Scali began his career at Citigroup working within

Citibank's affordable housing department. Mr. Scali received a Bachelor of Science degree from Columbia University in

the City of New York.

Composition, Meetings and Committees of the Board of Directors

Our board of directors is responsible for overseeing our affairs. Our board of directors may conduct its business

through meetings and actions taken by written consent in lieu of meetings. Our board of directors has adopted Corporate

Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our

board of directors carries out its responsibilities and the Guidelines encourage and promote the attendance by each

director at all scheduled meetings of our board of directors and all meetings of our stockholders.

Committees of our Board of Directors

Our board of directors has three standing committees: the Audit Committee, the Compensation Committee, and

the Nominating and Corporate Governance Committee. Each of these committees has a written charter approved by our

board of directors. A copy of each charter can be found on our website at ir.readycapital.com.

Audit Committee. Ms. Mielle (Chair) and Messrs. Nathan and Reese are the current members of the Audit Committee.

Our board of directors has determined that all of the members of the Audit Committee are independent, as required by

the NYSE listing standards for Audit Committee members, the Guidelines, and the independence standards adopted by

our board of directors, as permitted by the Guidelines (the “Independence Standards”), and meet the requirements of the

SEC rules governing the qualifications of Audit Committee members and the written charter of the Audit Committee.

Our board of directors has also determined, based on its qualitative assessment of their relevant levels of knowledge and

business experience, (see “Board of Directors” for a description of Ms. Mielle's and Messrs. Nathan’s and Reese’s

respective backgrounds and experience), that Ms. Mielle and Messrs. Nathan and Reese each are “financially literate” as

required by the NYSE listing standards. In addition, our board of directors has determined that Ms. Mielle and Messrs.

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Nathan and Reese each qualify as an “Audit Committee financial expert” for purposes of, and as defined by, the SEC

rules and has the requisite accounting or related financial management expertise required by NYSE listing standards. The

Audit Committee, among other things, acts on behalf of our board of directors to discharge our board of directors’

responsibilities relating to our corporate accounting and reporting practices, the quality and integrity of our consolidated

financial statements, our compliance with applicable legal and regulatory requirements, the performance, qualifications

and independence of our external auditors, the staffing, performance, budget, responsibilities and qualifications of our

internal audit function and reviewing its policies with respect to risk assessment and risk management. The Audit

Committee is also responsible for reviewing with management and external auditors our interim and audited financial

statements, as well as approving the filing of our interim and annual financial statements, meeting with officers

responsible for certifying our annual report on Form 10-K or any quarterly report on Form 10-Q prior to any such

certification and reviewing with such officers disclosures related to any significant deficiencies in the design or operation

of internal controls. The Audit Committee is charged with periodically discussing with our external auditors such

auditors’ judgments about the quality, not just the acceptability, of our accounting principles as applied in our

consolidated financial statements. The Audit Committee held four meetings in 2025. The specific responsibilities of the

Audit Committee are set forth in its written charter.

Compensation Committee. Messrs. Sinai (Chair) and Marshall and Ms. Mielle are the current members of the

Compensation Committee. Our board of directors has determined that all members of the Compensation Committee are

independent as required by NYSE listing standards for Compensation Committee members, the Guidelines, the

Independence Standards, and the written charter of the Compensation Committee. The Compensation Committee is

responsible for, among other things, evaluating the performance of our Manager, reviewing the compensation and fees

payable to our Manager under the Amended and Restated Management Agreement between us, Sutherland Partners, L.P.

(the “Operating Partnership”) and our Manager dated as of May 9, 2016, as amended by the First Amendment to the

Amended and Restated Management Agreement dated as of December 6, 2020 (the “Management Agreement”),

preparing Compensation Committee reports, overseeing and administering our 2013 equity incentive plan (the “Prior

Plan”) and our 2023 equity incentive plan (the “2023 Plan” and together with the Prior Plan, the “Equity Incentive

Plans”) and determining the level of equity based compensation, in consultation with our executive officers, payable to

the personnel of our Manager pursuant to such plans. Because the Management Agreement provides that our Manager is

responsible for managing our affairs, our officers, who are employees of our Manager, do not receive cash compensation

from us for serving as our officers, except that we pay the allocable share of the compensation of certain of the

Manager's employees, including our Chief Financial Officer, former Chief Operating Officer and former Chief Credit

Officer, based on the percentage of their time spent managing our affairs. To the extent that we become responsible for

paying the compensation or any other employee benefits of our Chief Executive Officer, the Compensation Committee

will review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer,

evaluate the performance of our Chief Executive Officer in light of those goals and objectives, and determine our Chief

Executive Officer’s compensation level based on this evaluation. In addition, the Compensation Committee also reviews

our compensation arrangements applicable to those executive officers for whom we are responsible for paying the

compensation to determine whether they encourage excessive risk-taking, to review and discuss the relationship between

risk management policies and practices and compensation, and to evaluate such compensation policies and practices that

could mitigate any such risk. 

The Compensation Committee engaged Farient Advisors, L.L.C. (“Farient”) to serve as its compensation

consultant. Farient reviewed and evaluated our officer and director compensation levels and program for 2025, including

conducting a competitive market review and peer group benchmarking analysis, and making officer and director

compensation recommendations thereon. Farient received instructions from, and reported to, the Compensation

Committee on an independent basis. The Compensation Committee evaluated whether any services proposed to be

performed by Farient raised any conflict of interest and determined that it did not. Farient’s consulting services to the

Compensation Committee regarding officer and director compensation are discussed further below. See “Executive

Compensation—Compensation Discussion and Analysis.” Other than as described herein, Farient did not provide other

services to us or any of our affiliates during 2025.

Under the Management Agreement, we will reimburse our Manager for operating expenses related to us

incurred by our Manager, including legal, accounting due diligence and other services. In addition, we may be required

to pay our pro rata portion of rent, telephone, utilities, office furniture, machinery, and other office, internal and

overhead expenses of our Manager and its affiliates required for our operations. The Compensation Committee is

responsible for reviewing the information provided by our Manager to support the determination of our share of such

costs. The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a

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subcommittee. The Compensation Committee held six meetings in 2025. The specific responsibilities of the

Compensation Committee are set forth in its written charter.

Nominating and Corporate Governance Committee. Messrs. Reese (Chair), Sinai and Nathan and Marshall are the

current members of the Nominating and Corporate Governance Committee. Our board of directors has determined that

all members of the Nominating and Corporate Governance Committee are independent as required by NYSE listing

standards, the Guidelines, the Independence Standards and the written charter of the Nominating and Corporate

Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other things,

reviewing periodically and making recommendations to our board of directors on the range of qualifications that should

be represented on our board of directors and eligibility criteria for individual board membership, as well as seeking,

considering and recommending to our board of directors qualified candidates for election as directors, and approving and

recommending to the full board of directors the appointment of each of our directors. The Nominating and Corporate

Governance Committee reviews and makes recommendations on matters involving the general operation of our board of

directors and our corporate governance and recommends to our board of directors nominees for each committee of our

board of directors, as needed. In addition, the committee annually facilitates the assessment of our board of directors’

performance as a whole and that of the committees and management and reports thereon to our board of directors. The

Nominating and Corporate Governance Committee held two meetings in 2025. The specific responsibilities of the

Nominating and Corporate Governance Committee are set forth in its written charter.

CORPORATE GOVERNANCE

Policy On Insider Trading

We have adopted an Insider Trading Policy to promote compliance with federal, state and foreign securities

laws that prohibit certain persons who are aware of material non-public information about a company from: (i) trading in

securities of that company; or (ii) providing material non-public information about the Company or about other

companies doing business with the Company to persons who may trade on the basis of that information. Our insider

trading policy includes pre-clearance requirements and procedures for our officers and directors prior to effecting a

transaction. In addition, our officers and directors are not permitted to (i) engage in hedging or monetization transactions

involving Company securities, or (ii) pledge Company securities as collateral for a loan.

Policy on Hedging and Pledging Transactions 

We prohibit our directors and executive officers from engaging in hedging transactions involving our securities

(which include any securities issued by, or convertible or exchangeable for securities issued by, us or our subsidiaries).

Prohibited hedging transactions include the use of financial instruments such as puts, calls, prepaid variable forward

contracts, equity swaps, short sales, collars, and exchange funds. This prevents such persons from continuing to own our

securities without having the full risks and rewards of ownership, which could cause such persons to have objectives that

are not aligned with the other stockholders. We also prohibit our directors and executive officers from pledging any

Company securities or borrowing against an account in which such Company securities are held.

Code of Ethics 

Our board of directors has adopted a Code of Conduct and Ethics (the “Code of Ethics”). Our Code of Ethics

applies to our officers, directors, employees, and independent contractors and to our Manager’s officers, directors, and

employees who act on behalf of the Company. Among other matters, our Code of Ethics is designed to deter wrongdoing

and promote: 

•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between

personal and professional relationships;

•full, fair, accurate, timely and understandable disclosure in our public communications;

•compliance with applicable governmental laws, rules and regulations;

•prompt internal reporting of violations of the Code of Ethics to appropriate persons identified in the code; and

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•accountability for adherence to the Code of Ethics.

Any waiver of the Code of Ethics for our executive officers or directors may be made only by our board of

directors or one of its committees and will be promptly disclosed on our website at ir.readycapital.com if and to the

extent required by law or stock exchange regulations.

The Code of Ethics is available for viewing on our website at ir.readycapital.com.

Delinquent Section 16(a) Reports

The members of our board of directors, the executive officers of the Company and persons who hold more than

10% of our common stock (collectively, the “Reporting Persons”) are subject to the reporting requirements of Section

16(a) of the Exchange Act, which require them to file reports with respect to their ownership of the Company’s securities

on Form 3 and transactions in the Company’s securities on Forms 4 or 5. Based solely on its review of the copies of such

forms received by it and written representations from the Company’s executive officers and directors, the Company

believes that, for the fiscal year ended December 31, 2025, the Section 16(a) filing requirements were complied with by

all the Reporting Persons during and with respect to such year, with the following exceptions: (i) Mr. Ahlborn did not

timely file his reports on Form 4 with respect to one transaction. Mr. Ahlborn subsequently filed the necessary reports on

Form 4.

Item 11. Executive Compensation

Board Compensation

We pay compensation for service as a director only to those directors who are independent under the NYSE

listing standards. During the year ended December 31, 2025, each independent director received an annual cash

director's fee of $100,000 and an annual equity award of restricted Common Stock or restricted stock units with a grant

date fair value of $120,000, prorated for time served as an independent director. In addition, the chair of the Audit

Committee received an annual cash retainer of $25,000 and Audit Committee members serving in a non-chair role

received an additional cash retainer of $12,500. The chair of the Compensation Committee received an additional cash

retainer of $20,000 and Compensation Committee members serving in a non-chair role received an additional cash

retainer of $10,000. The chair of the Nominating and Corporate Governance Committee received an additional cash

retainer of $15,000 and Nominating and Corporate Governance Committee members serving in a non-chair role received

an additional cash retainer of $7,500. We reimbursed all members of our board of directors for their travel expenses

incurred in connection with their attendance at full meetings of our board of directors and its committees.

Our independent directors are also generally eligible to receive restricted stock units (“RSUs”), restricted

Common Stock awards (“RSAs”), and other equity-based equity awards under the Equity Incentive Plans.

2025 Director Compensation

The following table summarizes the 2025 annual compensation received by our independent directors.

	Fees Earned or
	Paid in Cash ($) (1)		Stock Awards ($) (2)		Total ($)
Meredith Marshall	117,500		120,000		237,500
Dominique Mielle	135,000		120,000		255,000
Gilbert E. Nathan	120,000		120,000		240,000
J. Mitchell Reese	127,500		120,000		247,500
Todd M. Sinai	127,500		120,000		247,500

(1)Annual board fees, chair and committee service fees paid to independent directors in 2025.

(2)The aggregate grant date fair value of awards granted in 2025 based on the stock price on the grant date and calculated under FASB ASC Topic 718 based on the

value of the underlying shares on the grant date. Messrs. Marshall and Nathan received RSAs that vest in equal quarterly installments over a one-year period.

Dividends are to be paid on unvested shares of RSAs at the same rate and at the same time as dividends on the Company’s Common Stock. Certain of our directors

have elected to defer the vesting of their awards. Messrs. Reese and Sinai and Ms. Mielle received RSUs, which RSUs vest on the same schedule as the RSAs and will

be settled on the vesting date or, at the election of the director, a deferred settlement date. Dividend equivalent rights accrue on unvested RSUs at the same rate and at

the same time as dividends on the Company's Common Stock.

9

To align the interests of our independent directors and stockholders, we have adopted stock ownership

guidelines for our independent directors, as well as certain executive officers, that require these individuals to achieve

significant ownership of equity in the Company. See “Executive Compensation—Stock Ownership Guidelines.”

Compensation Discussion and Analysis

This compensation discussion and analysis describes our compensation objectives and policies, including in

relation to compensation received for the year ended December 31, 2025, by our Named Executive Officers Thomas E.

Capasse, our Chief Executive Officer and Chief Investment Officer, Jack J. Ross, our President, Andrew Ahlborn, our

Chief Financial Officer, Gary Taylor, our former Chief Operating Officer, and Adam Zausmer, our former Chief Credit

Officer. Subsequent to the period covered by this analysis, Mr. Taylor stepped down as our Chief Operating Officer, Mr.

Zausmer and the Company mutually separated and Mr. Scali was appointed as the Company's Chief Credit Officer.

Overview

We are managed by our Manager pursuant to the Management Agreement whereby we pay our Manager a

management fee and incentive distribution and reimburse our Manager for the allocable share of the compensation of

personnel hired by our Manager who are dedicated primarily to us, based on the percentage of time spent managing our

affairs. For details regarding payments under the Management Agreement, see “Certain Relationships and Related

Transactions—Management Agreement.”

Our Named Executive Officers were employees of our Manager or one of its affiliates and did not receive cash

compensation from us for serving as our executive officers. We do not pay or reimburse our Manager for any portion of

the cash compensation that is paid by our Manager and its affiliates to Mr. Capasse, our Chief Executive Officer and

Chief Investment Officer, or Mr. Ross, our President. 

We were responsible for reimbursing our Manager for the compensation paid to our Chief Financial Officer,

former Chief Credit Officer and former Chief Operating Officer, who were exclusively dedicated to our affairs. Our

Compensation Committee has also, from time to time, paid special cash bonuses and/or granted long-term equity-based

awards to certain of our Named Executive Officers pursuant to the Equity Incentive Plans. These awards are designed to

support our objectives of aligning the interests of our Named Executive Officers with those of our stockholders,

promoting our long-term performance and value creation, and retaining these individuals who are critical to our growth

and long-term success. A discussion of our and our Manager’s compensation strategy and the compensation we

reimbursed to our Manager for our Named Executive Officers in respect of the performance year ended December 31,

2025 is set forth below.

At our 2025 annual meeting of stockholders, approximately 87% of the votes cast by our stockholders

supported our say-on-pay advisory vote on executive compensation. The Compensation Committee continuously

examines and assesses our executive compensation practices relative to our compensation philosophy and objectives, as

well as competitive market practices. While our historical results indicate support for our executive compensation

program, the Compensation Committee continues to review our executive compensation program to assess its

effectiveness and alignment with stockholder interests, as discussed further below. As part of the Compensation

Committee’s ongoing evaluation of our compensation strategy, the Compensation Committee determined that it would

be appropriate to continue to recommend that our Manager take a formulaic approach with respect to the compensation

of those executive officers whose compensation we reimbursed under the Management Agreement, which included our

Chief Financial Officer, former Chief Credit Officer and former Chief Operating Officer. The Company engaged Farient

as an independent compensation consultant to assist in developing objective performance standards for the annual cash

incentive bonus plan for 2025 and long-term equity grants for the performance year 2025, which were granted to these

officers in March 2026. Farient met with the Manager and our Compensation Committee on several occasions to discuss

guiding principles, competitive market trends, peer group pay practices and other compensation considerations.

Annual Cash Incentive Program

10

Consistent with the Compensation Committee’s focus on incentive compensation that aligns executive

compensation with our overall performance, the Compensation Committee recommended and our board of directors and

our Manager approved the framework for the annual cash incentive bonus plan for 2025, which provides for a formulaic

approach to align executive compensation with objective performance criteria, both for the individual executive officers

and for the Company as a whole.

Under the annual cash incentive bonus plan for 2025, our Chief Financial Officer, former Chief Operating

Officer and former Chief Credit Officer had the opportunity to earn threshold, target or maximum incentive cash bonus

amounts based on the levels of achievement of the criteria described below under “Annual Cash Incentive Program”.

Whether any of the threshold, target or maximum bonus levels are attained will be determined by the Compensation

Committee based on achievement of the criteria described below under “Annual Cash Incentive Program”, including the

individual component, and the weighting of each criterion.

Long-term Equity Awards 

The Compensation Committee believes that equity-based incentives are an effective means of motivating and

rewarding long-term Company performance and value creation. In addition, equity-based incentives appropriately align

the interests of management with those of our stockholders. Our long-term equity compensation program includes the

following features:

•Allocation of Awards: Year-end equity-based awards are allocated 50% to time-based equity awards that vest

based on continued employment or service over a three-year vesting period and 50% to performance-based

equity awards that remain at risk and are subject to forfeiture subject to the achievement of pre-established

metrics over a three-year performance period.

•Performance-Based Vesting Criteria: Metrics for performance-based equity awards are tied solely to Company

performance, which metrics have historically included distributable return on equity (ROE) capital and total

stockholder return (TSR) relative to an executive compensation peer group, each measured over a cumulative

three-year period.

•Payout Opportunities: The performance-based equity awards incorporate three levels of opportunity –

threshold, target and maximum – which determine the amount of the performance-based equity awards that will

be earned.

Long-term Equity Awards Peer Group. The executive compensation peer group (the “peer group”) used to evaluate and

determine total compensation for Messrs. Ahlborn, Taylor and Zausmer is set forth below. Each component company is

an internally managed company with an emphasis on mortgage financing and fits within the size parameters approved by

the Compensation Committee (market capitalization and total enterprise value of 0.7x to 13.1x of the Company’s market

capitalization and total enterprise value).

•Adamas Trust, Inc.	•Ladder Capital Corp.
•AGNC Investment Corp.	•MFA Financial, Inc.
•Arbor Realty Trust, Inc.	•Radian Group Inc.
•BrightSpire Capital, Inc.	•Redwood Trust, Inc.
•Chimera Investment Corporation	•Rithm Capital
•Dynex Capital, Inc.	•Two Harbors Investment Corp.
•Hannon Armstrong Sustainable Infrastructure Capital, Inc.	•Walker & Dunlop, Inc.

The peer group for 2025 was the same peer group as for 2024, except for the removal of Mr. Cooper Group, Inc., which

was removed as it no longer matched the Company’s peer group profile.

Executive Compensation for the 2025 Performance Year

Our Named Executive Officers were employees of our Manager and were compensated by our Manager and its

affiliates under compensation arrangements made with and determined by our Manager and its affiliates. Our Manager

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consulted with the Compensation Committee and our board of directors regarding the philosophy, process and structure

of compensation of these Named Executive Officers, and the Compensation Committee reviewed the allocable share of

the compensation of our Manager’s personnel, including our Chief Financial Officer, former Chief Credit Officer and

former Chief Operating Officer, that we reimbursed to our Manager under the Management Agreement. Consistent with

our compensation strategy, our Manager’s compensation philosophy is to seek to align the interests of its professionals

with those of its investors and investors in the vehicles that it manages, including us.

Annual Cash Incentive Program

The annual cash incentive bonus plan for 2025 includes the following performance criteria for evaluation of the

Company’s performance and the performance of Messrs. Ahlborn, Taylor and Zausmer, whose cash compensation we

reimbursed to our Manager under the Management Agreement:

		2025 Annual Cash Bonus Metric Weightings
Name		Distributable ROE(1)		Adjusted Distributable ROE(2)		Individual(3)
Andrew Ahlborn		30	%	30	%	40	%
Gary Taylor		30	%	30	%	40	%
Adam Zausmer		30	%	30	%	40	%

(1)Distributable ROE is calculated as the amount of 2025 distributable earnings returned as a percentage of average stockholders’ equity. For purposes of the annual cash

bonus plan, the Company defines distributable earnings as net income adjusted for unrealized gains and losses related to certain MBS not retained by the Company as

part of its loan origination business, realized gains and losses on sales of certain MBS, unrealized gains and losses related to residential mortgage servicing rights

(“MSRs") from discontinued operations, unrealized changes in the current expected credit loss reserve and valuation allowances, unrealized gains and losses on de-

designated cash flow hedges, unrealized gains and losses on foreign exchange hedges, unrealized gains and losses on certain unconsolidated joint ventures, non-cash

compensation expense related to stock-based incentive plans, unrealized gains and losses on preferred equity, at fair value, unrealized gains and losses or other non-

cash items related to real estate owned and one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain purchase gains, or

merger related expenses. We selected Distributable ROE because we believe it is the most relevant metric for determining ongoing profitability period over period.

(2)Adjusted distributable ROE is calculated as the amount of 2025 distributable earnings before realized losses on certain investments, such as charge-offs and losses

realized on sales of real estate owned assets and lower-to-middle-market loans returned as a percentage of average stockholders’ equity. We selected adjusted

distributable ROE because we believe it is the most relevant metric for determining ongoing profitability period over period.

(3)The individual component of the annual cash bonus allows for an evaluation of the individual contributions of each of Messrs. Ahlborn, Taylor and Zausmer. Mr.

Ahlborn’s individual goals were corporate and finance-focused, such as optimization of corporate debt and warehouse lines and liquidity management. Mr. Taylor’s

individual goals were operations-focused, such as human resources management and operations infrastructure enhancement. Mr. Zausmer’s individual goals were

CRE-focused, such as implementation of a dedicated sales leadership model and identification of new sourcing channels.

		2025 Annual Cash Bonus Performance Targets
Name		Distributable ROE		Adjusted Distributable ROE
Threshold		0	%	0	%
Target		8	%	8	%
Maximum		10	%	10	%
Actual		(6.4)	%	6.1	%

Under the annual cash incentive bonus plan for 2025, each of Messrs. Ahlborn, Taylor and Zausmer had the

opportunity to earn threshold (100% of base salary), target (200% of base salary) or maximum (350% of base salary)

incentive cash bonus amounts based on the levels of achievement of the criteria described above. Whether any of the

threshold, target or maximum bonus levels were attained was determined by the Compensation Committee based on

achievement of the criteria described above, including the individual component, and the weighting of each criterion.

Actual bonuses paid for 2025 are described below.

		2025 Annual Cash Bonus Opportunities and Payout
		Threshold ($)	Target ($)	Maximum ($)	Actual*
Andrew Ahlborn		550,000	1,100,000	1,925,000	946,000
Gary Taylor		450,000	900,000	1,575,000	747,000
Adam Zausmer		550,000	1,100,000	1,925,000	-

*Messrs. Ahlborn and Taylor earned 90% and 86%, respectively, of the individual component of the annual cash bonus plan. Mr. Zausmer and the Company mutually

separated before the payment of 2025 bonuses for our Named Executive Officers, and he was therefore not entitled to receive such bonus.

12

Actual Cash Compensation for 2025. During the year ended December 31, 2025, pursuant to the terms of the

Management Agreement, we reimbursed our Manager for the cash compensation of Messrs. Ahlborn, Taylor and

Zausmer, who were exclusively dedicated to our affairs.

•For the performance year ended December 31, 2025, the total amount of cash compensation (including annual

base salary, annual bonus and any related withholding taxes and employee benefits) paid by our Manager that

was allocable to and reimbursed by us for Mr. Ahlborn, our Chief Financial Officer, was $1,566,435, including

$550,000 in base salary and an annual cash bonus of $946,000, which reflects a less than target bonus payable

under the bonus program discussed above based on actual performance results as set forth in the table above.

The Compensation Committee and our Manager determined that Mr. Ahlborn’s annual base salary will be

$550,000 for the year ended December 31, 2026, consistent with his 2025 base salary.

•For the performance year ended December 31, 2025, the total amount of cash compensation (including annual

base salary, annual bonus and any related withholding taxes and employee benefits) paid by our Manager that

was allocable to and reimbursed by us for Mr. Taylor, our former Chief Operating Officer, was $1,262,640,

including $450,000 in base salary and a cash bonus of $747,000, which reflects a less than target bonus payable

under the bonus program discussed above based on actual performance results as set forth in the table above.

•For the performance year ended December 31, 2025, the total amount of cash compensation (including annual

base salary and any related withholding taxes and employee benefits) paid by our Manager that was allocable to

and reimbursed by us for Mr. Zausmer, our former Chief Credit Officer, was $620,660, including $550,000 in

base salary.

We do not pay or reimburse our Manager for any portion of the cash compensation that is paid by our Manager

and its affiliates to Mr. Capasse, our Chief Executive Officer and Chief Investment Officer, or Mr. Ross, our President.

While these individuals devote such portion of their time to our affairs as is necessary to enable our Company to

effectively operate our business, they also provide management and other services to other entities that are managed or

advised by our Manager and its affiliates. Messrs. Capasse and Ross, as non-reimbursed Named Executive Officers,

receive compensation directly from our Manager and its affiliates in the form of salaries. The compensation paid by our

Manager to Messrs. Capasse and Ross is derived in part from the management fee and incentive distribution we pay to

the Manager and in part from various other revenue streams generated by our Manager and its affiliates in its ordinary

course of operations as an asset manager.

As described in greater detail below, under the terms of the Management Agreement, our Manager is paid a

management fee calculated and payable quarterly in arrears equal to 1.5% per annum of the Company's stockholders'

equity up to $500 million and 1.00% per annum of stockholders' equity in excess of $500 million. Under the partnership

agreement of our Operating Partnership, our Manager is also entitled to receive an incentive distribution, distributed

quarterly in arrears, equal to 15% of core earnings over a 8% hurdle; provided, however, that no incentive distribution is

payable with respect to any calendar quarter unless cumulative core earnings is greater than zero for the most recently

completed 12 calendar quarters. In 2025, our Manager received total compensation from our Company of $20.3 million 

in management fees and no incentive distributions.

Messrs. Capasse and Ross are also equity holders in our Manager and its affiliates and, accordingly, have an

interest in the profits and losses of our Manager and its affiliates from these entities' past, present and future investments

and businesses. The profits and losses of our Manager and its affiliates vary each year and any allocations of such profits

to the equity holders of our Manager and its affiliates, including Messrs. Capasse and Ross are independent of the

services they may provide to our Manager in supporting our business.

The Management Agreement does not require that any specified amount or percentage of the management fee

or incentive distribution we pay to our Manager be allocated to our non-reimbursed Named Executive Officers.

However, to put into context the compensation paid by our Manager to these Named Executive Officers in relation to the

management fee and incentive distribution, our Manager estimates that the total compensation of Messrs. Capasse and

Ross that was reasonably associated with their support of our Manager on behalf of our Company was $3.1 million

representing approximately 15% of the management fee paid by us to our Manager in 2025. Of this amount, our

Manager estimates that approximately $1.2 million, or 39%, was fixed (i.e., annual base salary), and $1.9 million, or

61%, was variable. The estimated $1.9 million of non-fixed compensation of Messrs. Capasse and Ross in 2025 was

variable because it represented the estimated profit allocation in 2025 to Messrs. Capasse and Ross related to their equity

13

ownership of our Manager and its affiliates. The estimated 2025 profit allocation to Messrs. Capasse and Ross that was

reasonably associated with their support of our Manager on behalf of our Company was based on their indirect equity

interest in the management fees received by our Manager from our Company less the compensation of Waterfall

employees and other expenses that were reasonably associated with their support of our Manager on behalf of our

Company.

Equity Compensation

The Compensation Committee has granted and may, from time to time, grant equity-based awards designed to

align the interests of our Manager and the personnel of our Manager and our Manager’s affiliates who support our

Manager in providing services to us under the Management Agreement with those of our stockholders, by allowing our

Manager and personnel of our Manager and our Manager’s affiliates to share in the creation of value for our

stockholders through stock appreciation and dividends. These equity-based awards are generally subject to vesting

requirements designed to promote retention and to achieve strong performance for us. These awards further provide

flexibility to us to enable our Manager to attract, motivate and retain talented individuals. Our stockholders have

approved the Equity Incentive Plans, which provide for the issuance of equity-based awards, including stock options,

restricted shares of Common Stock, phantom shares, dividend equivalent rights, restricted limited partner profit interests

(“LTIP units”) and other restricted limited partnership units issued by the Company (or our Operating Partnership) and

other equity-based awards.

Our board of directors has delegated its administrative responsibilities under the Equity Incentive Plans to the

Compensation Committee. In its capacity as plan administrator, the Compensation Committee has the authority to make

awards to our Manager, our directors and officers and the employees and other personnel of our Manager and our

Manager’s affiliates who support our Manager in providing services to us under the Management Agreement, and to

determine what form the awards will take and the terms and conditions of the awards.

Historically, we have not granted any awards under the Equity Incentive Plans to our Chief Executive Officer

and Chief Investment Officer or our President as part of our compensation program. Rather, under the terms of the

Management Agreement, we pay 50% of the incentive distribution to our Manager in shares of our Common Stock and

such officers, as equity holders of our Manager, have an interest in the shares of Common Stock that we pay to our

Manager in respect of the incentive distribution. As part of our equity compensation program, we have made certain

grants of awards to other personnel of our Manager who provide services to us, including Messrs. Ahlborn, Taylor and

Zausmer.

The Compensation Committee will, on an ongoing basis, continue to examine and assess our executive

compensation practices relative to our compensation philosophy and objectives, as well as competitive market practices,

and will make or recommend to our board of directors modifications to the compensation programs, as deemed

appropriate. The Company engaged Farient as its independent compensation consultant to assist in evaluating our equity

compensation program in respect of the performance year ended December 31, 2025, as well as our overall

compensation program for 2025. Farient’s services to us have been limited to the compensation-related services

described in this Amendment. Farient provided an analysis of guiding principles, competitive market trends, peer group

pay practices, compensation strategy and other compensation considerations.

Equity Grants For the 2024 Performance Year (Granted in 2025). In February 2025, our board of directors approved

recommendations by the Compensation Committee with respect to the long-term equity awards to Messrs. Ahlborn,

Zausmer and Taylor, in respect of performance for the year ended December 31, 2024, including the specific

performance metrics, weighting and levels of opportunity for performance-based equity awards as described below. In

determining the long-term equity awards to Messrs. Ahlborn, Taylor, and Zausmer, the Compensation Committee

focused on the measures and factors described above under “Executive Compensation for the 2024 Performance Year.”

Based upon these considerations, the Compensation Committee approved long-term equity awards as follows in respect

of performance for the year ended December 31, 2024, subject to the forward-looking vesting criteria described below:

14

Names		Award Granted(1)		Grant Date Fair Value of Award ($)
Andrew Ahlborn		178,572		$1,200,000
Gary Taylor		119,048		$800,000
Adam Zausmer		178,572		$1,200,000

(1)Granted on February 22, 2025, 50% of the award is comprised of time-based shares of restricted Common Stock and 50% of the award is comprised of performance-

based RSUs that are eligible to vest based on achievement of pre-established performance metrics discussed below. The number of performance-based awards

included in this amount reflects vesting at a “target” payout percentage as shown in the table.

Key Terms of the Year-End 2024 Performance-Based Equity Awards (Granted in 2025)

With respect to the long-term equity awards granted to Messrs. Ahlborn, Taylor, and Zausmer in respect of

performance for the year ended December 31, 2024 (which were granted in 2025), 50% of such awards are time-based

shares of restricted Common Stock that vest ratably in equal annual installments over three-year period based solely on

continued employment or service. Dividends are paid on all time-based awards, vested and non-vested.

The remaining 50% of such awards are performance-based RSUs. These performance-based equity awards

remain at risk and are subject to forfeiture subject to the achievement of annualized Distributable ROE metrics (50%

weighting) and relative TSR (50% weighting) relative to the performance of the peer group designated by the

Compensation Committee, in each case for the performance period commencing January 1, 2025, and ending December

31, 2027. Dividends payable in connection with performance-based equity awards will only be paid to the extent that the

performance-based vesting conditions are satisfied and such awards are earned and vested.

Achievement and Settlement of 2022 Performance Awards (Granted in 2023). The Compensation Committee

previously granted to Messrs. Ahlborn, Taylor and Zausmer performance-based RSUs that were eligible to vest based on

achievement of our distributable ROE and TSR relative to the performance of the peer group designated by the

Compensation Committee for the performance period commencing January 1, 2023, and ending December 31, 2025 (the

“2023 Performance RSUs”). Following the conclusion of the performance period on December 31, 2025, the Board

determined that the distributable ROE and relative TSR goals were not achieved and the 2023 Performance RSUs were

therefore forfeited.

Metric		Weight		Threshold (50%)		Target (100%)		Maximum (200%)		Result		Payout
Distributable ROE(1)		50	%	7	%	9	%	11	%	4.25	%	0	%
Relative TSR(1)(2)		50	%	25th		50th		75th		0	%	0	%

(1)Performance and payouts are subject to straight-line interpolation between points.

(2)The peer group for the 2023 Performance RSUs included the following companies: Starwood Property Trust, Inc., Blackstone Mortgage Trust, Inc., Chimera

Investment Corporation, Arbor Realty Trust, Inc., MFA Financial, Inc., Two Harbors Investment Corp., Apollo Commercial Real Estate Finance, Inc., Invesco

Mortgage Capital Inc., PennyMac Mortgage Investment Trust, Redwood Trust, Inc., Ladder Capital Corp, Adamas Trust, Inc., Ares Commercial Real Estate

Corporation, Cherry Hill Mortgage Investment Corporation, TPG RE Finance Trust, Inc., Brightspire Capital, Inc., KKR Real Estate Finance Trust Inc., Granite Point

Mortgage Trust Inc., and ACRES Commercial Realty Corp.

Impact of Performance on Compensation

The following summarizes the realized pay for Messrs. Ahlborn, Taylor and Zausmer for 2025, which shows (i)

base salary paid during 2025; (ii) annual cash bonus earned for 2025; (iii) the pre-tax value of restricted shares and units

vested during 2025, valued at the time of such vesting.

Names		Base Salary ($)		Non-Equity Incentive ($)		Value Realized on Vesting ($)		Total Realized Pay ($)
Andrew Ahlborn		$550,000		$946,000		$1,118,892		2,614,892
Gary Taylor		$450,000		$747,000		$522,510		1,719,510
Adam Zausmer		$550,000		$—		$1,118,892		1,668,892

Equity Grant Practices

The Compensation Committee does not take material nonpublic information into account when determining the

timing and terms of equity awards. The Company has not timed the disclosure of material nonpublic information for the

purpose of affecting the value of executive compensation for Named Executive Officer grants in fiscal year 2025.

15

Stock Ownership Guidelines. The Nominating and Corporate Governance Committee believes that stock ownership by

our independent directors and certain of our executive officers is important to further align the interests of these

individuals with those of our stockholders and expects these individuals to acquire significant ownership of equity in the

Company (“Company Equity”). Our board of directors previously adopted minimum equity ownership guidelines for our

independent directors requiring each independent director to maintain a minimum number of shares of Common Stock

having a market value equal to or greater than a multiple of five times such independent director’s annual cash retainer

(excluding any portion of the retainer fee representing additional compensation for being a committee chair). These

mandatory ownership guidelines are intended to create a clear standard that encourages independent directors to remain

invested in the performance of our stock price.

Our Nominating and Corporate Governance Committee has also determined that it was appropriate to adopt

minimum stock ownership guidelines for certain of our Named Executive Officers, including those who are employees

of our Manager and are exclusively dedicated to our affairs, as well as certain other employees of our Manager who

provide services to us. Accordingly, we have adopted minimum equity ownership guidelines which require such Named

Executive Officers to maintain a minimum number of shares of Common Stock having a market value equal to or greater

than a multiple of three times such Named Executive Officer’s base salary, and which also require certain other

employees of our Manager that provide services to us to maintain a minimum number of shares of Common Stock

having a market value equal to or greater than a multiple of two times such person’s base salary.

For purposes of the ownership guidelines, stock ownership includes any class of our equity securities, whether

held directly or indirectly. RSAs and RSUs are not included for purposes of achievement of the stock ownership

guidelines. Effective January 2023, each individual subject to the guidelines has five years from the date he or she

becomes subject to the ownership guidelines to satisfy his or her respective requirements and come into compliance with

the guidelines.

The Nominating and Corporate Governance Committee reviewed the holdings of our independent directors and

Named Executive Officers and other persons subject to these guidelines as of December 31, 2025 and determined that

such persons were in compliance with these mandatory ownership guidelines either due to ownership of the requisite

number of shares or because the individual was within the time period permitted to attain the required level of

ownership.

Compensation Committee Report

The Compensation Committee evaluates and establishes equity award compensation for our Manager and our

directors and officers, employees and other personnel of our Manager and its affiliates who support our Manager in

providing services to us under the Management Agreement and administers the Company’s equity incentive plans. The

Compensation Committee consults with our Manager when determining the level of grants under the equity incentive

plans to be payable to our Manager, our executive officers and other personnel of our Manager and its affiliates who

support our Manager in providing services to us under the Management Agreement. The Compensation Committee has

reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Amendment and,

based on such review and discussion, recommended to our board of directors that the Compensation Discussion and

Analysis be included in this Amendment for filing with the SEC. The Compensation Committee believes that the

Compensation Discussion and Analysis fairly represents the philosophy, intent and actions of the Compensation

Committee with regard to executive compensation.

Todd Sinai, Chairperson

Meredith Marshall

Dominique Mielle

The foregoing Compensation Committee Report shall not be deemed under the Securities Act or the Exchange Act to be

(i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us

with the SEC, except to the extent that we specifically incorporate such report by reference.

Summary Compensation Table

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The following table below sets forth the compensation of our Named Executive Officers (Messrs. Ahlborn,

Zausmer and Taylor) reimbursed to our Manager by us or, in the case of bonuses paid in connection with the Company's

merger with Broadmark Realty Capital, Inc. (the “Merger-Related Cash Bonuses”), paid by us, for the fiscal years ended

December 31, 2025, 2024 and 2023. Other than with respect to Messrs. Ahlborn, Taylor, and Zausmer we did not pay or

make any reimbursement for any compensation paid to our Named Executive Officers for the fiscal year ended

December 31, 2025.

Name and Principal Position	Year		Salary ($)(1)			Bonus ($)(1)			Stock Awards ($)(2)			Non-Equity Incentive Compensation ($)			All Other Compensation ($)(3)			Total ($)
Andrew Ahlborn	2025		$	550,000		$	—		$	1,200,000		$	946,000		$	70,435		$	2,766,435
Chief Financial Officer	2024		$	450,000		$	—		$	800,000		$	1,050,000		$	28,575		$	2,328,575
	2023		$	450,000		$	550,000	(4)	$	1,800,000		$	1,025,000		$	33,327		$	3,858,327
Gary Taylor	2025		$	450,000		$	—		$	800,000		$	747,000		$	65,640		$	2,062,640
Former Chief Operating Officer	2024		$	450,000		$	—		$	800,000		$	766,000		$	24,431		$	2,040,431
	2023		$	450,000		$	150,000	(4)	$	1,050,000		$	900,000		$	27,578		$	2,577,578
Adam Zausmer	2025		$	550,000		$	—		$	1,200,000		$	—		$	70,660		$	1,820,660
Former Chief Credit Officer	2024		$	450,000		$	—		$	800,000		$	1,001,000		$	28,669		$	2,279,669
	2023		$	450,000		$	550,000	(4)	$	1,800,000		$	1,025,000		$	33,421		$	3,858,421

(1)The Named Executive Officers were employees of our Manager or its affiliates and, with the exception of the Merger-Related Bonuses, were not paid cash

compensation by us.

(2)The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of RSAs and performance-based RSUs calculated under FASB ASC

Topic 718, based on the value of the underlying shares on the grant date and, with respect to the performance-based RSUs, the probable outcome of performance-

based vesting conditions on the grant date (at target performance levels). Assuming, instead, the highest level of performance achievement as of the grant date for the

performance-based RSUs granted in 2025, the aggregate grant date fair value of the performance-based awards would have been as follows: Mr. Ahlborn, $1,200,000;

Mr. Taylor, $800,000; and Mr. Zausmer, $1,200,000.

(3)The amounts reported for 2025 represents (i) employer 401(k) matching contributions of $7,000 for each of Messrs. Ahlborn, Taylor and Zausmer; (ii) employer cash

balance plan contributions of $7,000 for each of Messrs. Ahlborn, Taylor and Zausmer; (iii) medical and dental benefits reimbursed by Ready Capital to our Manager

of $16,935 for Mr. Ahlborn, $12,140 for Mr. Taylor, and $17,160 for Mr. Zausmer; and (iv) 401(k) profit sharing plan contributions of $39,500 for each of Messrs.

Ahlborn, Taylor and Zausmer.

(4)The amounts reported for 2023 reflect the Merger-Related Cash Bonuses.

2025 Grants of Plan-Based Awards

The following table summarizes certain information regarding all plan-based awards granted during the 2025

fiscal year to our Named Executive Officers.

				Estimated Future Payouts Under Non- Equity Incentive Plan Awards(#)(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(#)(2)												All Other				Grant Date Fair
Name		Grant Date		Threshold		Target		Maximum		Threshold				Target				Maximum				Stock Awards: Number of Shares of Stock or Units(#)(3)				Value of Stock and Option Awards ($)(4)
Andrew Ahlborn				$550,000		$1,100,000		$1,925,000
		02-22-25								44,643				89,286				178,572								$600,000
		02-22-25																				89,286				$600,000
Gary Taylor				$450,000		$900,000		$1,575,000
		02-22-25								29,762				59,524				119,048								$400,000
		02-22-25																				59,524				$400,000
Adam Zausmer				$550,000		$1,100,000		$1,925,000
		02-22-25								44,643				89,286				178,572								$600,000
		02-22-25																				89,286				$600,000

(1)Amounts in this column represent the annual cash bonus opportunities.

(2)Amounts represent performance-based RSUs, which are eligible to vest based on achievement of relative TSR and Distributable ROE metrics.

(3)Amounts in this column represent RSAs, which vest in equal installments of one-third on March 15, 2026, March 15, 2027 and March 15, 2028.

(4)The amounts in this column represent the grant date fair value of RSAs and performance-based RSU awards.

Outstanding Equity Awards as of the 2025 Fiscal Year-End

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The following table sets forth certain information with respect to all outstanding equity-based awards held at the

end of the 2025 fiscal year by each Named Executive Officer.

			Stock Awards
									Equity Incentive
							Equity Incentive		Plan Awards:
							Plan Awards:		Market or
							Number of		Payout Value of
							Unearned		Unearned
			Number of Shares		Market Value of Shares		Shares, Units or		Shares, Units or
			or Units of Stock		or Units of Stock		Other Rights		Other Rights
			That Have		That Have		That Have Not		That Have Not
Names	Grant Date		Not Vested (#)		Not Vested ($)(1)		Vested (#)		Vested ($)(1)
Andrew Ahlborn	02-12-23		10,272	(2)	$22,393
	02-22-24		29,432	(3)	$64,162		44,150	(6)	$96,247
	02-22-25		89,286	(4)	$194,643		89,286	(7)	$194,643
Gary Taylor	02-12-23		10,272	(2)	$22,393
	02-22-24		29,432	(3)	$64,162		44,150	(6)	$96,247
	02-22-25		59,524	(4)	$129,762		59,524	(7)	$129,762
Adam Zausmer	02-12-23		10,272	(5)	$22,393
	02-22-24		29,432	(5)	$64,162		44,150	(5)(6)	$96,247
	02-22-25		89,286	(5)	$194,643		89,286	(5)(7)	$194,643

(1)Based on the closing price of our Common Stock on the last business day of the fiscal year ended December 31, 2025 ($2.18).

(2)Represents RSAs for Messrs. Ahlborn, Taylor and Zausmer, respectively, granted pursuant to the Prior Plan, which vested on March 15, 2026.

(3)Represents RSAs granted pursuant to the 2023 Plan, one-half of which vested on March 15, 2026, and the remaining one-half will vest on March 15, 2027.

(4)Represents RSAs granted pursuant to the 2023 Plan, one-third of which vested on March 15, 2026, and the remaining two-thirds will vest in equal installments on

each of March 15, 2027 and March 15, 2028.

(5)Mr. Zausmer and the Company mutually separated before the RSAs and performance-based RSUs granted pursuant to the Equity Incentive Plans vested.

(6)Represents performance-based RSUs (at target level) granted pursuant to the 2023 Plan, 50% of which vest based on annualized Distributable ROE for the three-year

forward-looking period ending December 31, 2026, and 50% to awards that vest based on our TSR for such three-year forward-looking performance period relative to

the performance of the peer group.

(7)Represents performance-based RSUs (at target level) granted pursuant to the 2023 Plan, 50% of which vest based on annualized Distributable ROE for the three-year

forward-looking period ending December 31, 2027, and 50% to awards that vest based on our TSR for such three-year forward-looking performance period relative to

the performance of the peer group.

Stock Awards Vested During 2025 Fiscal Year

The following table sets forth certain information with respect to the vesting of stock awards for each Named

Executive Officer.

Names		Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(2)
Andrew Ahlborn		202,061		1,118,892
Gary Taylor		86,957		522,510
Adam Zausmer		202,061		1,118,892

(1)Represents the vesting of RSAs and performance-based RSUs.

(2)The value realized on vesting of RSAs is based on the closing price of our Common Stock on the vesting date.

Potential Payments Upon Termination or Change in Control

Our Named Executive Officers are employees of our Manager or our Manager’s affiliates and therefore we

have no obligation to pay them any form of compensation upon their termination of employment.

The Equity Incentive Plans provide that, in the event of a “change in control” (as such term is defined in the

Equity Incentive Plans), the Compensation Committee shall take any such action as in its discretion it shall consider

necessary to maintain each grantee’s rights under the Equity Incentive Plans (including under each such grantee’s

applicable award agreement) so that such grantee’s rights are substantially proportionate to the rights existing prior to

such event, including, without limitation, adjustments in the number of shares, options or other awards granted, the

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number and kind of shares or other property to be distributed in respect of any options or rights previously granted under

the Equity Incentive Plans, and the exercise price, purchase price, and performance-based criteria established in

connection with any grants. The Equity Incentive Plans also provide that if Company is not the surviving corporation in

a change in control, and the outstanding awards are not assumed by the successor to the Company, then outstanding

awards will become fully-vested. Assuming that a change in control had occurred as of December 31, 2025, our Named

Executive Officers’ outstanding stock awards would have had the following value based on the closing price of our

common stock on December 31, 2025 ($2.18) and assuming target payout of outstanding performance-based RSUs: Mr.

Ahlborn, $572,089; Mr. Taylor, $442,326; and Mr. Zausmer, $572,089.

Pay Ratio Disclosure

In August 2015, the SEC implemented the provision of the Dodd-Frank Wall Street Reform and Consumer

Protection Act, which requires U.S. publicly traded companies to disclose the ratio of their Chief Executive Officer’s

compensation to that of their median employee. As previously noted, we do not pay or reimburse our Manager for any

portion of the compensation that is paid by our Manager and its affiliates to our Chief Executive Officer, Thomas E.

Capasse. Because of this, the Company is not able to calculate and provide the ratio of Mr. Capasse’s compensation.

Clawback Policy  

We maintain a clawback policy that complies with NYSE listing standards and Rule 10D-1 under the Exchange

Act. In the event of a restatement of the reported financial results of the Company due to material non-compliance with

financial reporting requirements, the Compensation Committee will recover reasonably promptly the amount of all

erroneously awarded compensation received by a former or current executive officer during the covered period (within

the meaning of such terms as provided in the NYSE listing standards).   

Personal Loans to Executive Officers and Directors   

We comply with, and operate in a manner consistent with, applicable law prohibiting extensions of credit in the

form of personal loans to or for the benefit of our directors and executive officers. 

Compensation Committee Interlocks and Insider Participation

Todd Sinai, Meredith Marshall and Dominique Mielle served on the Compensation Committee during fiscal

year 2025. There are no Compensation Committee interlocks and no insider participation required to be reported under

the rules and regulations of the Exchange Act. 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial Ownership of Common Stock

The following table sets forth information as of April 27, 2026, unless otherwise noted, regarding the beneficial

ownership of our Common Stock by (i) each person known to us to be the beneficial owner of 5% or more of our

Common Stock (ii) our Named Executive Officers, (iii) our directors and (iv) all of our directors and executive officers

as a group. Beneficial ownership includes any shares over which the beneficial owner has sole or shared voting or

investment power and also any shares that the beneficial owner has the right to acquire within 60 days of such date

through the exercise of options or other rights. The percentages below are based on 165,219,071 shares of our Common

Stock outstanding as of April 27, 2026, unless otherwise specified.

Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and

investment power. Except as indicated in the footnotes to the table below, the business address of the stockholders listed

below is the address of our principal executive office, 1251 Avenue of the Americas, 50th Floor, New York, New York

10020.

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		Number of Shares of Common		% of All Shares
Names and Business Address		Stock Beneficially Owned**		of Common Stock***
Thomas E. Capasse		426,772	(1)	*
Jack J. Ross		332,375	(2)	*
Andrew Ahlborn		548,872	(3)	*
Gary T. Taylor		376,074	(4) (11)	*
Adam Zausmer		275,857	(5) (11)	*
Meredith Marshall		98,346	(6)	*
Dominique Mielle		81,101	(7)	*
Gilbert E. Nathan		223,358	(8)	*
J. Mitchell Reese		133,479	(9)	*
Todd Sinai		98,831	(10)	*
All directors and executive officers as a group (10 persons)		2,667,707	(11)	1.6	%
5% or Greater Beneficial Owner
Howard Amster		14,242,965	(12)	8.6	%
Blackrock, Inc.		13,045,875	(13)	7.9	%
The Vanguard Group, Inc.		8,607,299	(14)	5.2	%

*Denotes less than 1%

**For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act pursuant to which a person or group of

persons is deemed to have “beneficial ownership” of any shares of Common Stock with respect to which person has sole or shared voting power or investment power.

***For purposes of computing the percentage ownerships in the table below, as of April 27, 2026, Ready Capital had 165,219,071 shares of Common Stock outstanding.

The total number of shares of Common Stock outstanding used in calculating these percentages assumes that none of the unvested RSUs held by other persons are

converted into shares of Common Stock.

(1)Includes 16,847 shares of Common Stock out of the 48,633 and 8,869 total shares of Common Stock held by our Manager (including through its ownership of

Sutherland REIT Holdings, LP (the “Partnership”)) and Waterfall Management, LLC (collectively with our Manager, the “Waterfall Entities”), respectively, based on

Mr. Capasse’s percentage ownership in the Waterfall Entities; Mr. Capasse disclaims beneficial ownership of the shares held by the Waterfall Entities, except to the

extent of his economic interest therein. In addition, Mr. Capasse owns 20,000 shares of Ready Capital’s Series E Preferred Stock, $0.0001 par value per share (“Series

E Preferred Stock”). Waterfall Management, LLC, an affiliate of our Manager, serves as the general partner of the Partnership and may be deemed to be the beneficial

owner of the shares of Common Stock that are held by the Partnership. In addition, Mr. Capasse is a principal of our Manager and may be deemed to share voting and

investment power over the shares of Common Stock held by the Partnership. However, Waterfall Management, LLC does not have an economic interest in these

shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in accordance with the Partnership’s partnership agreement.

Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of Common Stock held by the Partnership and Mr. Capasse disclaims

beneficial ownership of such shares of Common Stock, except to the extent of his economic interest in the Partnership.

(2)Includes (i) 155,264 shares of Common Stock owned through the Robin J. Ross 2009 Trust; Mr. Ross does not serve as the trustee for the trust, his wife is the trustee

and sole beneficiary of the trust and the trustee of the trust has sole voting and investment power with respect to the securities held by the trust, (ii) 160,264 shares of

Common Stock owned through Mr. Jack J. Ross and Mrs. Robin J. Ross JTWROS, a joint tenant account of Mr. Ross and his wife, and (iii) 16,847 shares of Common

Stock out of the 48,633 and 8,869 total shares of Common Stock held by our Manager (including through its ownership of the Partnership) and Waterfall

Management, LLC, respectively, based on Mr. Ross’s percentage ownership in the Waterfall Entities; Mr. Ross disclaims beneficial ownership of the shares held by

the Waterfall Entities, except to the extent of his economic interest therein. Waterfall Management, LLC, an affiliate of our Manager, serves as the general partner of

the Partnership and may be deemed to be the beneficial owner of the shares of Common Stock that are held by the Partnership. In addition, Mr. Ross is a principal of

our Manager and may be deemed to share voting and investment power over the shares of Common Stock held by the Partnership. However, Waterfall Management,

LLC does not have an economic interest in these shares and expects to distribute such shares to the beneficial owners of the Partnership upon their request in

accordance with the Partnership’s partnership agreement. Accordingly, Waterfall Management, LLC disclaims beneficial ownership of the shares of Common Stock

held by the Partnership and Mr. Ross disclaims beneficial ownership of such shares of Common Stock, except to the extent of his economic interest in the Partnership.

(3)Includes (i) 291,262 shares of restricted Common Stock granted to Mr. Ahlborn under the 2023 Plan which will vest in three equal installments on March 5, 2027,

March 5, 2028 and March 5, 2029; (ii) 59,524 shares of restricted Common Stock granted to Mr. Ahlborn under the 2023 Plan which will vest in equal installments on

March 15, 2027 and March 15, 2028; and (iii) 14,716 shares of restricted Common Stock granted to Mr. Ahlborn under the Prior Plan, which will vest on March 15,

2027.

(4)Includes (i) 194,175 shares of restricted Common Stock granted to Mr. Taylor under the 2023 Plan which will vest in three equal installments on March 5, 2027,

March 5, 2028 and March 5, 2029; (ii) 39,682 shares of restricted Common Stock granted to Mr. Taylor under the 2023 Plan which will vest in equal installments on

March 15, 2027 and March 15, 2028; and (iii) 14,716 shares of restricted Common Stock granted to Mr. Taylor under the Prior Plan, which will vest on March 15,

2027.

(5)On February 26, 2026, Mr. Zausmer and the Company mutually separated. Mr. Zausmer's beneficial ownership as of his separation date included (i) 59,524 shares of

restricted Common Stock granted to Mr. Zausmer under the 2023 Plan which would have vested in equal installments on March 15, 2027 and March 15, 2028 and (ii)

14,716 shares of restricted Common Stock granted to Mr. Zausmer under the Prior Plan, which would have vested on March 15, 2027.

(6)Includes 43,689 shares of restricted Common Stock granted to Mr. Marshall under the 2023 Plan which will vest in three equal installments on June 30, 2026,

September 30, 2026 and December 31, 2026.

(7)Excludes 43,689 shares of Common Stock underlying unvested RSUs which shares of Common Stock are issuable at a deferred settlement date at the election of Ms.

Mielle. In addition, Ms. Mielle owns 2,500 shares of Series E Preferred Stock, which represents less than 1% of the outstanding Series E Preferred Stock.

(8)Includes 7,000 shares of Common Stock owned by Mr. Nathan’s spouse, as to which Mr. Nathan is deemed to have beneficial ownership. Includes 43,689 shares of

restricted Common Stock granted to Mr. Nathan under the 2023 Plan which will vest in three equal installments on June 30, 2026, September 30, 2026 and December

31, 2026.

(9)The shares are held through the J. Mitchell Reese Jr. Trust, UA 5/5/1999; Mr. Reese serves as the trustee and sole beneficiary of the trust and has sole voting and

investment power with respect to the securities held by the trust. Excludes 43,689 shares of Common Stock underlying unvested RSUs which shares of Common

Stock are issuable at a deferred settlement date at the election of Mr. Reese. 

(10)Excludes 43,689 shares of Common Stock underlying unvested RSUs which shares of Common Stock are issuable at a deferred settlement date at the election of Dr.

Sinai.

(11)On February 26, 2026, Mr. Taylor stepped down as our Chief Operating Officer, Mr. Zausmer and the Company mutually separated and Mr. Scali was appointed as

the Company's Chief Credit Officer.

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(12)Based on information provided in a Schedule 13D/A filed on November 10, 2025, Howard Amster reported sole voting power and sole dispositive power with respect

to 13,227,973 shares of Common Stock beneficially owned by Mr. Amster and shared voting power and shared dispositive power with respect to 1,014,992 shares of

Common Stock beneficially owned by Mr. Amster. The Schedule 13D/A reports beneficial ownership information, which does not include any shares acquired or sold

since the date of such Schedule 13D/A. Mr. Amster's address is 521 35th Street, West Palm Beach, Florida 33407.

(13)Based on information provided in a Schedule 13G/A filed on January 8, 2026, Blackrock, Inc. (“Blackrock”) reported sole voting power with respect to 12,690,943

shares of Common Stock beneficially owned by it and sole dispositive power with respect to 13,045,875 shares of Common Stock beneficially owned by it. The

Schedule 13G/A reports beneficial ownership information, which does not include any shares acquired or sold since the date of such Schedule 13G/A. Blackrock’s

address is 55 East 52nd Street, New York, New York 10055.

(14)Based on information provided in a Schedule 13G/A filed on January 30, 2026, The Vanguard Group, Inc. (“Vanguard Group”) reported shared voting power with

respect to 1,153,609 shares of Common Stock beneficially owned by it and shared dispositive power with respect to 8,607,299 shares of Common Stock beneficially

owned by it. The Schedule 13G/A reports beneficial ownership information, which does not include any shares acquired or sold since the date of such Schedule 13G/

A. A Schedule 13G/A filed with the SEC on March 27, 2026 by The Vanguard Group reported beneficial ownership of 0 shares of common stock as of March 13,

2026. The Vanguard Group noted in its filing that certain subsidiaries or business divisions of subsidiaries of The Vanguard Group that formerly had, or were deemed

to have, beneficial ownership jointly with The Vanguard Group, will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group. The

Vanguard Group, Inc.’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

Securities Authorized for Issuance under Equity Compensation Plans

The following table presents certain information about the Equity Incentive Plans as of December 31, 2025:

	Number of Securities to be		Weighted-average	Number of securities remaining available
	issued upon exercise of		exercise price of	for future issuance under equity
	outstanding options,		outstanding options,	compensation plans—excluding securities
Award	warrants and rights		warrants and rights	reflected in the first column of this table(3)
Equity compensation plans approved by stockholders	370,546	(1)	—	3,446,150	(2)
Equity compensation plans not approved by stockholders	—		—	—
Total	370,546		—	3,446,150	(2)

(1)Reflects 370,546 RSUs outstanding under the 2023 Plan (in each case assuming target performance for performance-based RSUs).

(2)Reflects shares remaining available for issuance pursuant to new awards under the 2023 Plan. No additional awards may be granted under the Prior Plan.

(3)All such shares are available for issuance pursuant to grants of full-value stock awards.

Item 13. Certain Relationships and Related Transactions and Director Independence

Director Independence

The Guidelines provide that a majority of the directors serving on our board of directors must be independent as

required by NYSE listing standards. Based upon its review of all relevant facts and circumstances, our board of directors

has affirmatively determined that five of our seven directors—Meredith Marshall, Dominique Mielle, Gilbert E. Nathan,

J. Mitchell Reese and Todd M. Sinai—qualify as independent directors under the NYSE listing standards and the

Independence Standards.

Review, Approval or Ratification of Transactions with Related Persons

Our board of directors recognizes that transactions with related parties present a heightened risk of conflicts of

interests and/or improper valuation (or the perception thereof). Our board of directors has adopted a written policy that

sets forth the procedures for review, approval and monitoring of transactions with related parties, which we refer to as

our “related party transactions policy,” that is in conformity with the requirements for issuers having common stock

listed on the NYSE. The related party transaction policy covers transactions (or series of similar transactions) with any

(a) person who is an executive officer, director or director nominee, (b) person who is the beneficial owner of more than

5% of any class of the our voting securities, or (c) immediate family members of any of the foregoing, where (1) the

aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company is a

participant, and (3) any related party has or will have a direct or indirect material interest. Additionally, we will not

purchase any assets from, or issued by, certain other funds and managed accounts for which our Manager serves as the

investment adviser or any entity managed by our Manager or our Manager’s affiliates or sell any asset to any such entity

without the consent of a majority of our board of directors, including a majority of our independent directors. See

“Certain Relationships and Related Transactions—Conflicts of Interest and Related Party Transactions.”

21

Pursuant to the policy, the board of directors or a committee appointed by the board of directors consisting

solely of disinterested directors will consider all relevant factors, including, as applicable, (i) the Company’s business

rationale for entering into the transaction, (ii) the available alternatives to the transaction, (iii) whether the transaction is

on terms comparable to those available to or from third parties, (iv) the potential for the transaction to lead to an actual or

apparent conflict of interest and (v) the overall fairness of the transaction to the Company.

Conflicts of Interest and Related Party Transactions 

Management Agreement.  We entered into the Management Agreement with the Manager, which took effect upon the

closing of the ZAIS Financial merger on October 31, 2016, which was further amended on December 6, 2020. The

Management Agreement is substantially similar to our pre-merger management agreement.

The Management Agreement describes the services to be provided to us by the Manager and compensation for

such services. The Manager is responsible for managing the Company’s day-to-day operations, subject to the direction

and oversight of the Company’s board of directors. Pursuant to the terms of the Management Agreement, our Manager is

paid a management fee calculated and payable quarterly in arrears equal to 1.5% per annum of the Company’s

stockholders’ equity (as defined in the Management Agreement) up to $500 million and 1.00% per annum of

stockholders’ equity in excess of $500 million.

Under the partnership agreement of our Operating Partnership, our Manager, the holder of the Class A special

unit in our Operating Partnership, is entitled to receive an incentive distribution, distributed quarterly in arrears in an

amount not less than zero equal to the difference between (i) the product of (A) 15% and (B) the difference between (x)

IFCE (as described below) of our Operating Partnership, on a rolling four-quarter basis and before the incentive

distribution for the current quarter, and (y) the product of (1) the weighted average of the issue price per share of

Common Stock or OP unit (without double counting) in all of our offerings multiplied by the weighted average number

of shares of Common Stock outstanding (including any restricted shares of Common Stock and any other shares of

Common Stock underlying awards granted under the Equity Incentive Plans) and OP units (without double counting) in

such quarter and (2) 8%, and (ii) the sum of any incentive distribution paid to our Manager with respect to the first three

quarters of such previous four quarters; provided, however, that no incentive distribution is payable with respect to any

calendar quarter unless cumulative IFCE is greater than zero for the most recently completed 12 calendar quarters.

The incentive distribution shall be calculated within 30 days after the end of each quarter and such calculation

shall promptly be delivered to our Company. We are obligated to pay the incentive distribution 50% in cash and 50% in

either Common Stock or OP units, as determined in our discretion, within five business days after delivery to our

Company of the written statement from the holder of the Class A special unit setting forth the computation of the

incentive distribution for such quarter. Subject to certain exceptions, our Manager may not sell or otherwise dispose of

any portion of the incentive distribution issued to it in Common Stock or OP units until after the three-year anniversary

of the date that such shares of Common Stock or OP units were issued to our Manager. The price of shares of our

Common Stock for purposes of determining the number of shares payable as part of the incentive distribution is the

closing price of such shares on the last trading day prior to the approval by our board of directors of the incentive

distribution.

For purposes of determining the incentive distribution payable to our Manager, incentive fee core earnings

(“IFCE”) is defined under the partnership agreement of our Operating Partnership as GAAP net income (loss) of the

Operating Partnership excluding non‑cash equity compensation expense, the expenses incurred in connection with the

Operating Partnership's formation or continuation, the incentive distribution, real estate depreciation and amortization (to

the extent that the Company forecloses on any properties underlying its assets) and any unrealized gains, losses or other

non‑cash items recorded in the period, regardless of whether such items are included in other comprehensive income or

loss, or in net income. The amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain

other non‑cash charges after discussions between the Manager and the Company’s independent directors and after

approval by a majority of the Company’s independent directors.

The Management Agreement may be terminated annually upon the affirmative vote of at least two-thirds of our

independent directors, or by a vote of the holders of at least a majority of the outstanding shares of our Common Stock

(other than shares held by members of our senior management team and affiliates of our Manager), based upon: (i) our

22

Manager’s unsatisfactory performance that is materially detrimental to our Company, or (ii) a determination that the

management fees or incentive distribution payable to our Manager are not fair, subject to our Manager’s right to prevent

termination based on unfair fees by accepting a reduction of management fees or incentive distribution agreed to by at

least two-thirds of our independent directors. We must provide our Manager with 180 days prior notice of any such

termination. Additionally, upon such a termination without cause, the Management Agreement provides that we will pay

our Manager a termination fee equal to three times the average annual base management fee earned by our Manager

during the prior 24-month period immediately preceding the date of termination, calculated as of the end of the most

recently completed fiscal quarter prior to the date of termination, except upon an internalization. Additionally, if the

Management Agreement is terminated under circumstances in which we are obligated to make a termination payment to

our Manager, our Operating Partnership shall repurchase, concurrently with such termination, the Class A special unit

for an amount equal to three times the average annual amount of the incentive distribution paid or payable in respect of

the Class A special unit during the 24-month period immediately preceding such termination, calculated as of the end of

the most recently completed fiscal quarter before the date of termination. These provisions may increase the cost to our

Company of terminating the Management Agreement and adversely affect our ability to terminate our Manager without

cause.

Under the Management Agreement, we will reimburse our Manager for operating expenses related to us

incurred by our Manager, including legal, accounting due diligence and other services. In addition, we may be required

to pay our pro rata portion of rent, telephone, utilities, office furniture, machinery, and other office, internal and

overhead expenses of our Manager and its affiliates required for our operations.

We may engage in an internalization transaction, become self-managed and, if this were to occur, certain key

employees may not become our employees but may instead remain employees of our Manager or its affiliates. An

inability to manage an internalization transaction effectively could thus result in us incurring excess costs and suffering

deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies

could cause us to incur additional costs, and our management’s attention could be diverted from most effectively

managing our investments. Additionally, if another program sponsored by our Manager internalizes our Manager, key

personnel of our Manager, who also are key personnel of the other sponsored program, would become employees of the

other program and would no longer be available to us. Any such loss of key personnel could adversely impact our ability

to execute certain aspects of our business plan. Furthermore, in the case of any internalization transaction, we expect that

we would be required to pay consideration to compensate our Manager for the internalization in an amount that we will

negotiate with our Manager in good faith and which will require approval of at least a majority of our independent

directors. It is possible that such consideration could exceed the amount of the termination fee that would be due to our

Manager if the conditions for terminating the Management Agreement without cause are satisfied and we elected to

terminate the Management Agreement.

We will pay our Manager substantial management fees regardless of the performance of our portfolio. Our

Manager’s entitlement to a base management fee, which is not based upon performance metrics or goals, might reduce

its incentive to devote its time and effort to seeking assets that provide attractive risk-adjusted returns for our portfolio.

This in turn could hurt both our ability to make distributions to our stockholders and the market price of our Common

Stock.

The Management Agreement was negotiated between related parties and their terms, including fees payable,

may not be as favorable to us as if they had been negotiated with unaffiliated third parties. 

Asset Allocations. We are subject to conflicts of interest arising out of our relationship with our Manager and its

affiliates. With the exception of our subsidiaries, which employ their own personnel, we do not have and do not expect

to have our own employees. In addition, we expect that our Chief Executive Officer and Chief Investment Officer, Chief

Financial Officer, President, and any other appropriate personnel of our Manager will devote such portion of their time

to our affairs as is necessary to enable us to effectively operate our business. Our Manager and our officers may have

conflicts between their duties to us and their duties to, and interests in, our Manager and its affiliates. Our Manager is not

required to devote a specific amount of time or the services of any particular individual to our operations. Our Manager

manages or provides services to other clients, and we compete with these other clients for our Manager’s resources and

support. The ability of our Manager and its officers and personnel to engage in other business activities may reduce the

time they spend advising us.

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There may also be conflicts in allocating assets that are suitable for us and other clients of our Manager and its

affiliates. Our Manager manages a series of funds and a limited number of separate accounts, which focus on a range of

asset backed securities (“ABS”) and other credit strategies. None of these other funds or separate accounts focus on

LMM loans as their primary business strategy.

To address certain potential conflicts arising from our relationship with our Manager or its affiliates, our

Manager has agreed in a side letter agreement that, for so long as the Management Agreement is in effect, neither it nor

any of its affiliates will (i) sponsor or manage any additional investment vehicle where we do not participate as an

investor whose primary investment strategy will involve LMM mortgage loans, unless our Manager obtains the prior

approval of a majority of our board of directors (including a majority of our independent directors), or (ii) acquire a

portfolio of assets, a majority of which (by value or unpaid principal balance (“UPB”)) are LMM mortgage loans on

behalf of another investment vehicle (other than acquisitions of LMM ABS), unless we are first offered the investment

opportunity and a majority of our board of directors (including a majority of our independent directors) decides that we

will not acquire such assets.

The side letter agreement does not cover LMM ABS acquired in the market and non-real estate secured loans,

and we may compete with other existing clients of our Manager and its affiliates, other funds managed by our Manager

that focus on a range of ABS and other credit strategies and separately managed accounts, and future clients of our

Manager and its affiliates in acquiring LMM ABS, non-real estate secured loans and portfolios of assets less than a

majority of which (by value or UPB) are LMM loans, and in acquiring other target assets that do not involve LMM

loans. 

Co-Investment with Manager.  On July 15, 2022, we closed on a $125.0 million commitment to invest into a parallel

vehicle, Waterfall Atlas Anchor Feeder, LLC, (the “Fund”), a fund managed by our Manager, in exchange for interests in

the Fund. In exchange for our commitment, we are entitled to 15% of any carried interest distributions received by the

general partner of the Fund such that over the life of the Fund, we receive an internal rate of return of 1.5% over the

internal rate of return of the Fund. The Fund focuses on commercial real estate equity through the acquisition of

distressed and value-add real estate across property types with local operating partners. As of December 31, 2025, we

have contributed $95.8 million of cash into the Fund for a remaining commitment of $29.2 million. We will not purchase

any assets from, or issued by, certain other funds and managed accounts for which our Manager serves as the investment

adviser or any entity managed by our Manager or our Manager’s affiliates or sell any asset to any such entity without the

consent of a majority of our board of directors, including a majority of our independent directors. Accordingly, our

investment in the Fund was reviewed and approved by a majority of our board of directors, including a majority of our

independent directors. 

Loan Referrals and Loan Sales with Funds Advised by our Manager. In March of 2026 we sourced two loan

opportunities that were referred to and funded by an entity advised by our Manager. These opportunities were for loans

with a total unpaid principal balance of approximately $44.8 million, of which $23.5 million was the refinance of one of

our existing loans. We received a referral of 0.6% of unpaid principal balance in exchange for these referrals.

In April of 2026, we approved the proposed sale of two of our loans to entity(s) advised by our Manager. These

loans had a total unpaid principal balance of approximately $59.6 million, with the price still under discussion.

The foregoing transactions were reviewed and unanimously approved by board of directors, including our

independent directors.

Indemnification and Limitation of Directors’ and Officers’ Liability. Maryland law permits a Maryland corporation to

include in its charter a provision eliminating the liability of its directors and officers to the corporation and its

stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in

money, property or services or (2) active and deliberate dishonesty that is established by a final judgment and is material

to the cause of action. Our charter contains such a provision which eliminates the liability of our directors and officers to

the maximum extent permitted by Maryland law.

24

We have entered into indemnification agreements with each of our directors and executive officers that provide

for indemnification to the maximum extent permitted by Maryland law. 

Item 14. Principal Accountant Fees and Services

Independent Registered Public Accounting Firm Fees

The following table summarizes the aggregate fees (including related expenses) billed to us for professional

services provided by Deloitte & Touche LLP.

	For the Fiscal Year Ended			For the Fiscal Year Ended
Fee Type	December 31, 2025			December 31, 2024
Audit Fees(1)	$	2,406,250		$	2,599,839
Audit-Related Fees		-			-
Tax Fees(2)		-			-
All Other Fees(3)		2,063			-
Total Fees	$	2,408,313		$	2,599,839

(1)Audit Fees primarily represent fees for the audits and quarterly reviews of the consolidated financial statements filed with the SEC in annual reports on Form 10-K

and quarterly reports on Form 10-Q, as well as work generally only the independent registered public accounting firm can be reasonably expected to provide, such as

statutory audits and issuances of consent and comfort letters included in documents filed with the SEC.

(2)Tax Fees primarily represent fees for professional services for tax compliance, tax advice and tax planning.

(3)All Other Fees primarily represent fees in connection with due diligence, agreed upon procedures and transactions completed or contemplated during the years.

The Audit Committee’s charter provides that the Audit Committee shall review and pre-approve the engagement fees

and the terms of all auditing and non-auditing services to be provided by the Company’s external auditors and evaluate

the effect thereof on the independence of the external auditors. All audit-related, tax and other services provided to us

were reviewed and pre-approved by the Audit Committee, which concluded that the provision of such services by

Deloitte & Touche LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing

functions.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)          Financial Statements.

The response to this portion of Item 15 is incorporated by reference from the Original Report into this Amendment No.

1.

(b)        Exhibits.  

Exhibit number		Exhibit description
2.1	*	Agreement and Plan of Merger, dated as of November 29, 2024, by and among Ready Capital Corporation, RC Merger Sub IV, LLC, and United Development Funding IV (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on December 2, 2024).
3.1	*	Articles of Amendment and Restatement of ZAIS Financial Corp. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form S-11, as amended (Registration No. 333-185938).
3.2	*	Articles Supplementary of ZAIS Financial Corp. (incorporated by reference to Exhibit 3.2 of the Registrant’s Form S-11, as amended (Registration No. 333-185938).
3.3	*	Articles of Amendment and Restatement of Sutherland Asset Management Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed November 4, 2016).

25

3.4	*	Articles of Amendment of Ready Capital Corporation (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on September 26, 2018).
3.5	*	Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the shares of 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 3.7 to the Registrant's Registration Statement on Form 8-A filed on March 19, 2021).
3.6	*	Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the shares of 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 10, 2021).
3.7	*	Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the shares of Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001 par value per share, Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 filed with the SEC on March 21, 2022).
3.8	*	Amended and Restated Bylaws of Ready Capital Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on September 26, 2018).
3.9	*	Certificate of Notice, dated May 11, 2022, relating to the automatic conversion of the Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001 par value per share, Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common Stock, $0.0001 par value per share, into Common Stock, $0.0001 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 10, 2022).
3.10	*	Articles Supplementary to the Articles of Amendment of Ready Capital Corporation reclassifying and designating the Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001 par value per share, Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common Stock, $0.0001 par value per share, as Common Stock, $0.0001 par value per share (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on May 10, 2022).
4.1	*	Indenture, dated as of August 9, 2017, by and between Sutherland Asset Management Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed August 9, 2017).
4.2	*	Third Supplemental Indenture, dated as of February 26, 2019, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.7 of the Registrant's Annual Report on Form 10-K filed March 13, 2019).
4.3	*	Fourth Supplemental Indenture, dated as of July 22, 2019, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K filed July 22, 2019).
4.4	*	Fifth Supplemental Indenture, dated as of February 10, 2021, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant's Current Report on Form 8-K filed February 10, 2021).
4.5	*	Sixth Supplemental Indenture, dated as of December 21, 2021, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed December 21, 2021).

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4.6	*	Seventh Supplemental Indenture, dated as of April 18, 2022, by and between Ready Capital Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed April 18, 2022).
4.7	*	Eighth Supplemental Indenture, dated as of July 25, 2022, by and between Ready Capital Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on July 25, 2022).
4.8	*	Ninth Supplemental Indenture, dated as of December 10, 2024, by and between Ready Capital Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on December 10, 2024).
4.9	*	Specimen Common Stock Certificate of Ready Capital Corporation (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-4 filed on December 13, 2018).
4.10	*	Specimen Preferred Stock Certificate representing the shares of 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.13 of the Registrant’s Registration Statement on Form 8-A filed on March 19, 2021).
4.11	*	Specimen Preferred Stock Certificate representing the shares of 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 10, 2021).
4.12	*	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to Broadmark Realty Capital Inc.’s Form 8-A12B filed with the SEC on November 14, 2019).
4.13	*	Warrant Agreement, dated as of May 14, 2018, between Trinity Merger Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to Broadmark Realty Capital Inc.’s Form 8-A12B filed with the SEC on November 14, 2019).
4.14	*	Amendment to Warrant Agreement, dated November 14, 2019, by and among Broadmark Realty Capital Inc., Continental Stock Transfer & Trust Co., and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.4 to Broadmark Realty Capital Inc.’s Form 8-K filed with the SEC on November 20, 2019).
4.15	*	Second Amendment to Warrant Agreement, dated November 14, 2019, by and among Broadmark Realty Capital Inc., Continental Stock Transfer & Trust Co., and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.5 to Broadmark Realty Capital Inc.’s Form 8- K filed with the SEC on November 20, 2019).
4.16	*	Third Amendment of Warrant Agreement, dated May 31, 2023, by and among Ready Capital Corporation, RCC Merger Sub, LLC, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.21 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023).
4.17	*	Description of Ready Capital Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.17 of the Registrant’s Annual Report on Form 10-K filed on March 2, 2026).

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10.1	*	Amended and Restated Management Agreement, dated as of May 9, 2016, among ZAIS Financial Corp, ZAIS Financial Partners, L.P., ZAIS Merger Sub, LLC, Sutherland Asset I, LLC, Sutherland Asset II, LLC, SAMC REO 2013-01, LLC, ZAIS Asset I, LLC, ZAIS Asset II, LLC, ZAIS Asset III, LLC, ZAIS Asset IV, LLC, ZFC Funding, Inc., ZFC Trust, ZFC Trust TRS I, LLC, and Waterfall Asset Management, LLC (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed May 9, 2016).
10.2	*	First Amendment to Amended and Restated Management Agreement, dated as of December 6, 2020, by and among Ready Capital Corporation, Sutherland Partners, LP and Waterfall Asset Management, LLC (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed December 8, 2020).
10.3	*	Third Amended and Restated Agreement of Limited Partnership of Sutherland Partners, L.P., dated as of March 5, 2019, by and among Ready Capital Corporation, as General Partner, and the limited partners listed on Exhibit A thereto (incorporated by reference to Exhibit 10.8 of the Registrant's Annual Report on Form 10-K filed March 13, 2019).
10.4	*	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed September 9, 2019).
10.5	*	Ready Capital Corporation 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K filed March 13, 2019).
10.6	*	Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.11 of the Registrant's Annual Report on Form 10-K filed March 13, 2019).
10.7	*	Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021)
10.8	*	Equity Distribution Agreement, dated July 9, 2021, by and among Ready Capital Corporation, Sutherland Partners, L.P., Waterfall Asset Management LLC and JMP Securities LLC (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K filed July 9, 2021).
10.9	*	First Amendment to the Equity Distribution Agreement, dated March 8, 2022, by and among Ready Capital Corporation, Sutherland Partners, L.P., Waterfall Asset Management LLC, and JMP Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on March 8, 2022).
10.10	*	Amended and Restated Contingent Equity Rights Agreement, dated as of March 21, 2023, by and among Ready Capital Corporation, Sutherland Partners, L.P., and Computershare Inc. and its affiliate Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
10.11	*	Assignment and Assumption Agreement, dated May 31, 2023, between RCC Merger Sub, LLC and Broadmark Realty Capital Inc. (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).
10.12	*	Ready Capital Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s registration statement on Form S-8 filed with the SEC on September 8, 2023).
10.13	*	Form of Restricted Stock Unit Award Agreement under the Ready Capital Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K filed March 3, 2025).

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10.14	*	Form of Restricted Stock Award Agreement under the Ready Capital Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 of the Registrant's Annual Report on Form 10-K filed March 3, 2025).
10.15	*	Form of Performance-Based Restricted Stock Unit Award Agreement under the Ready Capital Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 of the Registrant's Annual Report on Form 10-K filed March 3, 2025).
10.16	*	Form of Director Restricted Stock Unit Award Agreement under the Ready Capital Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 of the Registrant's Annual Report on Form 10-K filed March 3, 2025).
10.17	*	Contingent Value Rights Agreement, dated March 13, 2025, by and among Ready Capital Corporation, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2025).
19.1	*	Ready Capital Corporation Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Registrant's Annual Report on Form 10-K filed on February 28, 2024).
21.1	*	List of Subsidiaries of Ready Capital Corporation (incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K filed on March 2, 2026).
23.1	*	Consent of Deloitte & Touche LLP (incorporated by reference to Exhibit 23.1 of the Registrant’s Annual Report on Form 10-K filed on March 2, 2026).
24.1	*	Power of Attorney (incorporated by reference to Exhibit 24.1 of the Registrant’s Annual Report on Form 10-K filed on March 2, 2026).
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of the Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously furnished as Exhibit 32.1 to the Registrant’s Annual Report on Form 10-K filed on March 2, 2026)
32.2	**	Certification of the Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously furnished as Exhibit 32.2 to the Registrant’s Annual Report on Form 10-K filed on March 2, 2026)
97.1	*	Ready Capital Corporation Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Registrant's Annual Report on Form 10-K filed on February 28, 2024).
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Scheme Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Linkbase Document

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101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

*	Previously filed.
**	This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
***	Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted. Ready Capital agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned,

thereunto duly authorized.

READY CAPITAL CORPORATION

Date:  April 30, 2026	By:	/s/ Thomas E. Capasse
		Thomas E. Capasse
		Chairman of the Board, Chief Executive Officer and Chief Investment Officer

FAQ

What does Ready Capital (RC) disclose in this 10-K/A amendment?

The amendment adds detailed Part III disclosures on directors, executive compensation, corporate governance and share ownership. Ready Capital chose this route instead of including the information in a separate proxy statement within 120 days of year-end 2025.

How is Ready Capital (RC) managed and how are executives paid?

Ready Capital is externally managed under a Management Agreement, paying a management fee and potential incentive distribution. Most named executive officers are paid by the manager; the company reimburses only specified roles like the CFO, based on time dedicated to Ready Capital’s affairs.

What incentive metrics affect Ready Capital’s 2025 executive bonuses?

The 2025 annual cash incentive plan for key executives used distributable return on equity and adjusted distributable return on equity, each at 30% weighting, plus a 40% individual performance component. These metrics link bonuses to profitability and individual contributions.

How are Ready Capital (RC) independent directors compensated?

In 2025, each independent director received a $100,000 annual cash fee and $120,000 in restricted stock or RSUs, prorated for time served. Committee chairs and members received additional cash retainers, and directors are reimbursed for travel related to board and committee meetings.

What ownership and governance safeguards does Ready Capital have?

Ready Capital maintains stock ownership guidelines requiring directors and certain executives to hold shares worth multiples of cash pay. It also has an insider trading policy, hedging and pledging prohibitions, a Code of Ethics, NYSE-based independence standards, and a clawback policy tied to financial restatements.

How many Ready Capital (RC) shares were outstanding and what was its market value?

As of April 27, 2026, Ready Capital had 165,219,071 common shares outstanding. As of June 30, 2025, the aggregate market value of common stock held by non-affiliates was $694.7 million, based on the NYSE closing price on that date.