Ready Capital prices $225M notes, plans $350M redemption

Ready Capital refinances 2026 notes with new 10% 2031 debt, cutting secured corporate debt by $125 million and largely completing its balance sheet repositioning plan.

Rhea-AI Filing Summary

Ready Capital Corporation (RC), through subsidiary ReadyCap Holdings II, LLC, has priced a private placement of $225.0 million of 10.00% Senior Secured Notes due 2031, sold at 99.5% of principal and expected to close on September 28, 2026.

ReadyCap Holdings, LLC issued a notice of redemption for the full $350.0 million of outstanding 4.50% Senior Secured Notes due 2026, to be redeemed at 100% of principal plus accrued interest using net proceeds from the New Notes and available cash. The transaction retires $350.0 million of 2026 corporate debt, reduces corporate secured debt outstanding by $125 million, and funds roughly two-thirds of the repayment with new 2031-maturity capital.

The company states that, over its balance sheet repositioning program begun in the fourth quarter of 2025, it will have generated about $2.3 billion of cash, repaid $1.7 billion of asset-level financing, and retired $549 million of corporate debt. After the redemption, the sole remaining 2026 corporate maturity is $100.0 million due November 2026, which the company expects to repay from cash on hand, and it plans to shift emphasis from liquidity generation to earnings growth.

Positive

• $350.0 million of 4.50% Senior Secured Notes due 2026 will be redeemed in full, substantially removing a near-term corporate debt maturity.
• The refinancing and redemption reduce corporate secured debt outstanding by $125 million while extending most of the 2026 maturity profile to 2031.
• The balance sheet repositioning plan will have generated about $2.3 billion of cash, repaid $1.7 billion of asset-level financing, and retired $549 million of corporate debt.
• After the transaction, the company’s only remaining 2026 corporate maturity is $100.0 million, which it expects to repay from cash on hand, supporting its shift toward earnings-focused deployment.

Negative

• The new $225.0 million Senior Secured Notes carry a relatively high 10.00% coupon versus the redeemed notes’ 4.50%, which increases interest cost on the refinanced portion.
• Completion of the New Notes offering and the related redemption is subject to closing conditions and may not occur, introducing execution risk to the planned refinancing.

8-K Event Classification

3 items: 2.03, 8.01, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New Notes principal amount: $225,000,000 New Notes interest rate: 10.00% per annum Existing Notes redeemed: $350,000,000 +5 more

8 metrics

New Notes principal amount $225,000,000 Aggregate principal of 10.00% Senior Secured Notes due 2031

New Notes interest rate 10.00% per annum Coupon on Senior Secured Notes due 2031

Existing Notes redeemed $350,000,000 Aggregate principal of 4.50% Senior Secured Notes due 2026 to be redeemed

Existing Notes interest rate 4.50% per annum Coupon on Senior Secured Notes due 2026 being redeemed

Debt reduction in corporate secured debt $125,000,000 Reduction in corporate secured debt outstanding from the transaction

Escrow deposits from purchasers $223,900,000 Deposits in escrow reflecting 99.5% issuance price for New Notes

Cash generated under repositioning plan $2,300,000,000 Approximate cash generated over the balance sheet repositioning program

Remaining 2026 corporate debt maturity $100,000,000 Sole remaining 2026 corporate debt maturity due November 2026

Key Terms

Senior Secured Notes, note purchase agreement, escrow agreement, Section 4(a)(2) of the Securities Act, +2 more

6 terms

Senior Secured Notes financial

"aggregate principal amount of 10.00% Senior Secured Notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

note purchase agreement financial

"will be issued under a note purchase agreement, dated as of the"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

escrow agreement financial

"entered into an escrow agreement (the “Escrow Agreement”), pursuant to which"

An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

Section 4(a)(2) of the Securities Act regulatory

"sold in a private placement in reliance on Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"institutional accredited investors as defined in Rule 501(a) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

balance sheet repositioning program financial

"will complete a material milestone of the Company’s balance sheet repositioning program"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt transaction did Ready Capital (RC) announce in this Form 8-K?

Ready Capital announced that its subsidiary priced a private placement of $225.0 million of 10.00% Senior Secured Notes due 2031 and that another subsidiary issued a notice to redeem the full $350.0 million of 4.50% Senior Secured Notes due 2026 at par plus accrued interest.

How does Ready Capital (RC) plan to use the proceeds from the new notes?

Net proceeds from the $225.0 million New Notes, together with available cash, will be used to redeem in full the $350.0 million aggregate principal amount of the 4.50% Senior Secured Notes due 2026 at 100% of principal plus accrued and unpaid interest.

What impact does the transaction have on Ready Capital’s (RC) debt profile?

The company states the transaction retires $350.0 million of 2026 corporate debt, reduces corporate secured debt outstanding by $125 million, and funds about two-thirds of the repayment with new 2031-maturity capital, leaving only $100.0 million of corporate debt maturing in 2026.

What are the key terms of Ready Capital’s (RC) new notes?

The New Notes total $225.0 million in aggregate principal, bear interest at 10.00% per year, mature in 2031, and were priced at 99.5% of principal. They are senior secured obligations, guaranteed by specified subsidiaries and the company, and are being sold in a private placement.

What progress has Ready Capital (RC) made on its balance sheet repositioning plan?

The company states that over the plan launched in the fourth quarter of 2025, it will have generated about $2.3 billion of cash, repaid $1.7 billion of asset-level financing, and retired $549 million of corporate debt, with the 2026 notes redemption marking a material milestone.

What does Ready Capital (RC) expect after completing this refinancing and redemption?

Ready Capital expects to shift emphasis from liquidity generation to earnings growth, intending to deploy capital into current market-yielding originations across its core commercial real estate debt and small business lending platforms, following completion of the balance sheet repositioning milestones.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/18/2026 - 07:37 AM Accepted by SEC EDGAR 09/18/2026 - 07:36 AM Learn about SEC filing dates

0001527590false00015275902026-09-172026-09-170001527590us-gaap:CommonStockMember2026-09-172026-09-170001527590us-gaap:SeriesCPreferredStockMember2026-09-172026-09-170001527590us-gaap:SeriesEPreferredStockMember2026-09-172026-09-170001527590rc:A9.00SeniorNotesDue2026Member2026-09-172026-09-17

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 17, 2026

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:

			☐			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
9.00% Senior Notes due 2029			RCD			New York Stock Exchange

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 8.01 below regarding the New Notes (defined below) is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

Ready Capital Corporation (the “Company”), through its subsidiary ReadyCap Holdings II, LLC (the “Issuer”), has priced a private placement of $225.0 million in aggregate principal amount of the Issuer’s 10.00% Senior Secured Notes due 2031 (the “New Notes”). The New Notes will be issued under a note purchase agreement, dated as of the expected September 28, 2026 closing date (the “Note Purchase Agreement”), between the Issuer, the purchasers named therein (the “Purchasers”) and UMB Bank, N.A., as collateral agent.

The New Notes will be senior secured obligations of the Issuer. Payments of the amounts due on the New Notes will be fully and unconditionally guaranteed (the “Guarantees”) at issuance by the Company, Sutherland Asset I, LLC, Ready Capital Partners I, LLC, ReadyCap Holdings, LLC (“RCH”) and Ready Capital Subsidiary REIT I, LLC (collectively, the “Guarantors”). The Issuer’s and the Guarantors’ respective obligations under the New Notes and the Guarantees will be secured by a first-priority lien on certain equity interests held by the Guarantors and the assets of the Issuer.

The New Notes and the Guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act or any state securities laws. The New Notes and the Guarantees were offered and will be sold in a private placement in reliance on Section 4(a)(2) of the Securities Act to a limited number of institutional accredited investors as defined in Rule 501(a) of Regulation D. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or the Guarantees, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments with respect to the New Notes have been omitted but will be furnished to the Securities and Exchange Commission (the “SEC”) upon request.

On September 28, 2026, the Issuer intends to close the offering of the New Notes and using the net proceeds from the issuance, RCH will redeem the outstanding principal balance of its $350.0 million aggregate principal amount of 4.50% Senior Secured Notes due 2026 (the “Existing Notes”) at a redemption price equal to 100% of the principal amount of the Existing Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the remaining balance of the redemption payment to be funded from other available sources, including loan repayments and loan sales. Such redemption will occur pursuant to a notice of redemption issued by RCH to holders of the Existing Notes on September 18, 2026 and in accordance with the note purchase agreement, dated as of October 20, 2021, between RCH, the purchasers party thereto, and UMB Bank, N.A., as collateral agent. This Current Report on Form 8-K does not constitute a notice of redemption of the Existing Notes.

On September 17, 2026, the Issuer, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Purchasers, entered into an escrow agreement (the “Escrow Agreement”), pursuant to which the Escrow Agent received in escrow (i) deposits from the Purchasers in an aggregate amount of $223.9 million, representing the proceeds in respect of the contemplated issuance at a 99.5% issuance price and (ii) a deposit from the Issuer of an amount in cash representing 30 days of interest on the New Notes at the rate of 10.00% per annum, such that the Purchasers will receive interest on the funds for so long as they are in escrow. The parties also deposited into escrow the executed Note Purchase Agreement and related transaction documentation. Under the terms of the Escrow Agreement, on September 28, 2026, the Escrow Agent will release the funds and the transaction documentation related to the issuance of the New Notes placed into escrow assuming the conditions set forth in the Escrow Agreement are satisfied, which conditions include the bring-down of the representations of the Issuer contained in the Note Purchase Agreement and a confirmation by the Issuer that the principal funds deposited into escrow will be applied to redeem an equal amount of Existing Notes. If the closing of the New Notes offering does not occur by

October 19, 2026, then the Escrow Agent will return the proceeds contributed by the Purchasers and pay to the Purchasers the escrowed interest.

On September 18, 2026, the Company issued a press release announcing the pricing of the New Notes described above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “will,” “should,” “could,” “would,” “may,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward-looking statements. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe-harbor provisions. In particular, these statements include, without limitation, statements about the planned issuance of the New Notes, intended redemption of the Existing Notes and the related redemption date. There can be no assurance that the closing of the New Notes or the redemption of the Existing Notes will occur and forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control of the Company, including, without limitation, the risk factors and other matters set forth in the Company's most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits 

Exhibit No.						Description
99.1						Ready Capital Corporation press release.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

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

Date: September 18, 2026

Ready Capital Corporation Prices $225 Million of Senior Secured Notes Due 2031 and Announces Redemption of $350 Million of Notes Due 2026

New York, New York, September 18, 2026 / Globe Newswire / Ready Capital Corporation ("Ready Capital" or the "Company") (NYSE: RC) today announced that its subsidiary, ReadyCap Holdings II, LLC (the "Issuer"), has priced a private placement of $225.0 million in aggregate principal amount of 10.00% Senior Secured Notes due 2031 (the "New Notes"). Additionally, ReadyCap Holdings, LLC ("RCH"), a subsidiary of the Company, issued a notice of redemption for the entire $350.0 million outstanding aggregate principal amount of the 4.50% Senior Secured Notes due 2026 (the "Existing Notes").

The New Notes were priced at 99.5% of principal amount and are expected to close on September 28, 2026. Net proceeds, together with available cash, will be used to redeem the Existing Notes in full at 100% of principal amount plus accrued and unpaid interest. The transaction retires $350.0 million of corporate debt maturing this year, funds approximately two-thirds of that repayment with new capital maturing in 2031 and reduces corporate secured debt outstanding by $125 million.

The redemption of the Existing Notes will complete a material milestone of the Company’s balance sheet repositioning program announced in the fourth quarter of 2025. Over the course of the plan, Ready Capital will have generated approximately $2.3 billion of cash; repaid $1.7 billion of asset-level financing; and retired $549 million of corporate debt. Following the redemption of the Existing Notes, the Company’s sole remaining 2026 corporate debt maturity will be $100.0 million due in November 2026, which the Company expects to repay at maturity from cash on hand.

The Company expects to shift its emphasis from liquidity generation to earnings growth. It intends to deploy capital into current market-yielding originations across its core commercial real estate debt and small business lending platforms.

"In the fourth quarter of 2025, we embarked on a plan to de-lever, generate significant liquidity and reset the balance sheet, and with the $350 million redemption that work is substantially complete," said Thomas Capasse, Ready Capital’s Chairman and Chief Executive Officer. "This execution demonstrates that investors continue to underwrite the quality of our collateral and the credibility of our business plan. From here our emphasis moves from managing liquidity to growing earnings behind our core CRE and SBA franchises."

Piper Sandler & Co. acted as the placement agent for the offering. Alston & Bird LLP served as counsel for the Company, and Ropes & Gray LLP served as counsel for the placement agent.

About Ready Capital Corporation

Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services lower-to-middle-market investor and owner occupied commercial real estate loans. The Company specializes in loans backed by commercial real estate, including agency multifamily, investor, construction, and bridge as well as U.S. Small Business Administration loans under its Section 7(a) program. Headquartered in New York, New York, the Company employs over 400 professionals nationwide.

No Offer or Solicitation

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, nor does it constitute a notice of redemption of the Existing Notes. The New Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be

offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements. The New Notes were offered and will be sold in a private placement in reliance on Section 4(a)(2) of the Securities Act to a limited number of institutional accredited investors as defined in Rule 501(a) of Regulation D. Any redemption of the Existing Notes will be made solely pursuant to the applicable notice of redemption and governing documents.

Safe Harbor Statement

This press release contains statements that constitute "forward-looking statements," as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. These statements include, without limitation, statements regarding the expected closing of the New Notes offering, the intended redemption of the Existing Notes and the timing thereof, the expected repayment of the Company's November 2026 corporate debt maturity, the completion of the Company's balance sheet repositioning plan, and the Company's expectations regarding future leverage, originations and earnings. Factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, applicable regulatory changes; general volatility of the capital markets; changes in the Company's investment objectives and business strategy; the availability of financing on acceptable terms or at all; the availability, terms and deployment of capital; the availability of suitable investment opportunities; changes in the interest rates or the general economy; increased rates of default and/or decreased recovery rates on investments; changes in interest rates, interest rate spreads, the yield curve or prepayment rates; changes in prepayments of the Company's assets; the degree and nature of competition, including competition for the Company's target assets; and other factors, including those set forth in the Risk Factors section of the Company's most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Investor Relations

Ready Capital Corporation

212-257-4666

InvestorRelations@readycapital.com

Additional information can be found on the Company’s website at www.readycapital.com.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 8.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 31.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.2 KB