Ready Capital (RC) CCO receives major stock and 1.05M PSU grants

Rhea-AI Filing Summary

Ready Capital Corp Chief Credit Officer Dominick Scali reported equity compensation awards and a related tax withholding transaction. He received a special retention grant of 350,000 shares of restricted Common Stock on March 2, 2026, vesting on December 31, 2028, if his employment continues.

On March 2, 2026 he was also granted 1,050,000 performance stock units (PSUs) that may vest in up to ten parts if specified 30‑day volume weighted average price milestones are met and employment continues. These PSUs will be settled in shares only if stockholders approve a 2026 plan amendment; otherwise they will be settled in cash.

On March 5, 2026 he received an additional 194,175 restricted shares, vesting in three equal installments on March 5 of 2027, 2028 and 2029, subject to continued employment. On March 13, 2026, 26,313 shares were withheld to cover tax obligations on earlier grants, leaving 698,499 Common shares held directly.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

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

1. Name and Address of Reporting Person^*

Scali Dominick

(Last) (First) (Middle)

C/O READY CAPITAL CORPORATION,

1251 AVENUE OF THE AMERICAS, 50TH FLOOR

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ready Capital Corp [ RC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		350,000(1)	A	$0	530,637	D
Common Stock	03/05/2026		A		194,175(2)	A	$0	724,812	D
Common Stock	03/13/2026		F		26,313(3)	D	$1.74(4)	698,499	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(5)	03/02/2026		A		1,050,000		(6)	(6)	Common Stock	1,050,000	$0	1,050,000	D

Explanation of Responses:

1. On March 2, 2026, the reporting person was awarded a special time-based retention award of 350,000 shares of restricted Common Stock under the Ready Capital Corporation 2023 Equity Incentive Plan (the "Plan"). The shares will vest on December 31, 2028, conditioned upon the reporting person's continued employment (with certain exceptions).

2. On March 5, 2026, the reporting person was awarded 194,175 shares of restricted Common Stock under the Plan. The shares will vest in equal installments of one-third on March 5, 2027, March 5, 2028 and March 5, 2029, conditioned upon the reporting person's continued employment (with certain exceptions).

3. Consists of shares of Common Stock withheld by the Issuer, with approval of the Issuer's Board of Directors, in order to satisfy the tax withholding obligation of the reporting person in connection with the vesting of shares of Common Stock granted on February 22, 2025, February 22, 2024 and February 12, 2023.

4. Represents the closing price of the Common Stock on March 13, 2026.

5. Each performance stock unit represents a contingent right to receive one share of Common Stock (or an equivalent cash payment, as further described in footnote (6) below).

6. On March 2, 2026, the reporting person was awarded a special performance-based retention award of 1,050,000 performance-based restricted stock units ("PSUs") under the Plan. The PSUs may vest in up to ten, approximately equal parts, provided that the 30-day volume weighted average price of the Common Stock equals or exceeds ten, approximately equally spaced milestones between specified points, and further conditioned upon the reporting person's continued employment (with certain exceptions). The PSUs (i) will be settled in shares of Common Stock if the stockholders of the Company approve at the 2026 annual meeting of stockholders ("2026 Annual Meeting") an amendment to the Plan to increase the pool of shares available for grant thereunder (the "Plan Amendment"), or (ii) if the Plan Amendment is not approved by the Company's stockholders at the 2026 Annual Meeting, then the PSUs will be settled in cash based upon the value per share of Common Stock on the applicable vesting date.

Remarks:

	/s/ Mike Wu, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What equity awards did Ready Capital (RC) grant to its Chief Credit Officer?

Ready Capital granted Dominick Scali 350,000 time-based restricted shares, 194,175 additional restricted shares, and 1,050,000 performance stock units. These awards vest over several years, largely conditioned on continued employment and, for PSUs, on stock price milestones and plan share approval.

How do the 350,000 restricted Ready Capital (RC) shares vest?

The 350,000 restricted Common Stock shares are a special time-based retention award that vest on December 31, 2028. Vesting is conditioned on Dominick Scali’s continued employment with certain exceptions, aligning long-term incentives with multi-year retention at Ready Capital.

What are the terms of the 1,050,000 Ready Capital (RC) performance stock units?

The 1,050,000 performance stock units may vest in up to ten approximately equal parts if 30-day volume weighted average price milestones are met and employment continues. They settle in shares only if stockholders approve a 2026 plan amendment; otherwise settlement will be in cash.

How do the 194,175 restricted Ready Capital (RC) shares vest over time?

The 194,175 restricted Common Stock shares vest in three equal installments. One-third vests on March 5, 2027, another third on March 5, 2028, and the final third on March 5, 2029, all conditioned on continued employment with certain exceptions under the equity plan.

Why were 26,313 Ready Capital (RC) shares disposed of in this filing?

The 26,313 shares were withheld by Ready Capital, with board approval, to cover Dominick Scali’s tax withholding obligations on previously granted shares that vested in 2023, 2024, and 2025. This tax-withholding disposition is not an open-market sale but a compensation-related mechanism.

How many Ready Capital (RC) shares does Dominick Scali hold after these transactions?

After the reported transactions, Dominick Scali directly owns 698,499 shares of Ready Capital Common Stock. This reflects equity grants received and 26,313 shares withheld for tax obligations related to earlier vesting awards, as shown in the non-derivative holdings table.