RC 8-K/A: Company adopts yearly Say-on-Pay votes after meeting

Rhea-AI Filing Summary

Ready Capital Corporation amended a prior report to disclose its chosen frequency for executive pay advisory votes. Following the shareholder advisory vote and the Board of Directors’ recommendation at the Annual Meeting held on June 25, 2025, the company determined it will hold Say‑on‑Pay votes every year until the next required advisory vote on frequency.

0001527590false00015275902025-06-252025-06-250001527590us-gaap:CommonStockMember2025-06-252025-06-250001527590us-gaap:SeriesCPreferredStockMember2025-06-252025-06-250001527590us-gaap:SeriesEPreferredStockMember2025-06-252025-06-250001527590rc:A6.20SeniorNotesDue2026Member2025-06-252025-06-250001527590rc:A5.75SeniorNotesDue2026Member2025-06-252025-06-250001527590rc:A9.00SeniorNotesDue2026Member2025-06-252025-06-25

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

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

READY CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland			001-35808			90-0729143
(State or other jurisdiction			(Commission File Number)			(IRS Employer
of incorporation)						Identification No.)

1251 Avenue of the Americas, 50th Floor
New York, NY 10020

(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (212) 257-4600

n/a
(Former name or former address, if changed since last report.) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Exchange 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
6.20% Senior Notes due 2026			RCB			New York Stock Exchange
5.75% Senior Notes due 2026			RCC			New York Stock Exchange
9.00% Senior Notes due 2029			RCD			New York Stock Exchange

Explanatory Note

On July 1, 2025, Ready Capital Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report on proposals submitted to a vote of the Company’s shareholders at its annual meeting of shareholders, which was held on June 25, 2025 (the “Annual Meeting”). The purpose of this amendment to the Original 8-K is to report the frequency adopted by the Company for future advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Votes”). Except for the addition of the information reported below, no other changes have been made to the Original 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

In light of the advisory vote of the Company’s shareholders, and the recommendation of the Company’s Board of Directors included in the proxy statement for the Annual Meeting, the Company has determined to hold Say-on-Pay Votes every year until the next required advisory vote on the frequency of Say-on-Pay Votes.

SIGNATURES

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

			READY CAPITAL CORPORATION
			By:			/s/ Andrew Ahlborn
						Name:  Andrew Ahlborn
						Title:   Chief Financial Officer

Date: October 15, 2025

FAQ

What did Ready Capital (RC) decide about Say-on-Pay vote frequency?

The company will hold Say‑on‑Pay advisory votes every year.

What prompted RC’s decision on Say-on-Pay frequency?

It reflects the advisory vote of shareholders and the Board’s recommendation from the Annual Meeting.

When was the shareholder meeting referenced by RC?

The Annual Meeting was held on June 25, 2025.

What is the purpose of this 8-K/A for RC?

To amend a prior report and disclose the adopted frequency for future Say‑on‑Pay votes.

How long will RC use annual Say-on-Pay votes?

Every year until the next required advisory vote on Say‑on‑Pay frequency.

Does this 8-K/A include financial results for RC?

No. It addresses corporate governance regarding Say‑on‑Pay vote frequency.