Skip to main content

10-Q

Ready Capital Corp (RC)

10-Q 2026-05-08 For: 2026-03-31
View Original
Added on May 08, 2026
View as plain text

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

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) (IRS 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<br><br>Symbol(s) Name of each exchange on which<br><br>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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

The Company has 165,219,071 shares of common stock, par value $0.0001 per share, outstanding as of May 7, 2026.

2

TABLE OF CONTENTS

| Page | | --- || PART I. FINANCIAL INFORMATION | 4 | | --- | --- || Item 1. Financial Statements (Unaudited) | 4 | | --- | --- | | UNAUDITED CONSOLIDATED BALANCE SHEETS | 4 | | UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | 5 | | UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | 6 | | UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | 7 | | UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS | 8 | | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 10 | | Note 1. Organization | 10 | | Note 2. Basis of Presentation | 10 | | Note 3. Summary of Significant Accounting Policies | 11 | | Note 4. Recent Accounting Pronouncements | 22 | | Note 5. Business Combinations | 23 | | Note 6. Loans and Allowance for Credit Losses | 24 | | Note 7. Fair Value Measurements | 30 | | Note 8. Servicing Rights | 35 | | Note 9. Discontinued Operations and Assets and Liabilities Held for Sale | 37 | | Note 10. Secured Borrowings | 38 | | Note 11. Senior Secured Notes and Corporate Debt, net | 39 | | Note 12. Guaranteed Loan Financing | 42 | | Note 13. Variable Interest Entities and Securitization Activities | 42 | | Note 14. Interest Income and Interest Expense | 44 | | Note 15. Derivative Instruments | 45 | | Note 16. Real Estate Owned | 46 | | Note 17. Agreements and Transactions with Related Parties | 47 | | Note 18. Other Assets and Other Liabilities | 49 | | Note 19. Other Income and Operating Expenses | 50 | | Note 20. Redeemable Preferred Stock and Stockholders’ Equity | 51 | | Note 21. Earnings per Share of Common Stock | 55 | | Note 22. Offsetting Assets and Liabilities | 55 | | Note 23. Financial Instruments with Off-Balance Sheet Risk, Credit Risk, and Certain Other<br><br>Risks | 57 | | Note 24. Commitments, Contingencies and Indemnifications | 59 | | Note 25. Income Taxes | 60 | | Note 26. Segment Reporting | 60 | | Note 27. Subsequent Events | 62 || Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 63 | | --- | --- || Item 3. Quantitative and Qualitative Disclosures About Market Risk | 84 | | --- | --- || Item 4. Controls and Procedures | 88 | | --- | --- |

3

| PART II. OTHER INFORMATION | 88 | | --- | --- || Item 1. Legal Proceedings | 88 | | --- | --- || Item 1A. Risk Factors | 91 | | --- | --- || Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 91 | | --- | --- || Item 3. Default Upon Senior Securities | 91 | | --- | --- || Item 4. Mine Safety Disclosures | 92 | | --- | --- || Item 5. Other Information | 92 | | --- | --- || Item 6. Exhibits | 92 | | --- | --- || SIGNATURES | 95 | | --- | --- |

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

READY CAPITAL CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands) March 31, 2026 December 31, 2025
Assets
Cash and cash equivalents $200,430 $207,841
Restricted cash 38,906 39,746
Loans, net (including $462 and $737 held at fair value) 3,350,560 3,500,298
Loans, held for sale (including $87,198 and $73,094 held at fair value and net of valuation<br><br>allowance of $74,315 and $67,612) 360,228 585,820
Mortgage-backed securities 31,649 34,501
Investment in unconsolidated joint ventures (including $5,517 and $5,737 held at fair value) 167,251 161,424
Derivative instruments 4,104 6,740
Servicing rights 123,687 126,279
Real estate owned 610,215 620,225
Other assets 466,383 508,238
Assets of consolidated VIEs 960,875 1,978,684
Total Assets $6,314,288 $7,769,796
Liabilities
Secured borrowings 2,321,443 2,788,926
Securitized debt obligations of consolidated VIEs, net 526,535 1,174,785
Senior secured notes, net 723,707 722,729
Corporate debt, net 536,972 652,487
Guaranteed loan financing 501,736 524,091
Contingent consideration 20,441 18,698
Derivative instruments 948 1,432
Dividends payable 3,685 3,633
Loan participations sold 56,616 56,616
Due to third parties 12,304 3,135
Accounts payable and other accrued liabilities 161,201 171,636
Total Liabilities $4,865,588 $6,118,168
Preferred stock Series C, liquidation preference $25.00 per share (refer to Note 20) 8,361 8,361
Commitments & contingencies (refer to Note 24)
Stockholders’ Equity
Preferred stock Series E, liquidation preference $25.00 per share (refer to Note 20) 111,378 111,378
Common stock, $0.0001 par value, 500,000,000 shares authorized, 165,255,559 and 163,010,012<br><br>shares issued and outstanding, respectively 17 17
Additional paid-in capital 2,265,534 2,264,355
Retained deficit (1,012,927) (807,522)
Accumulated other comprehensive loss (24,476) (24,196)
Total Ready Capital Corporation equity 1,339,526 1,544,032
Non-controlling interests 100,813 99,235
Total Stockholders’ Equity $1,440,339 $1,643,267
Total Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity $6,314,288 $7,769,796

See Notes To Unaudited Consolidated Financial Statements

5

READY CAPITAL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,
(in thousands, except share data) 2026 2025
Interest income $81,730 $154,967
Interest expense (96,834) (140,466)
Net interest income before (provision for) recovery of loan losses $(15,104) $14,501
(Provision for) recovery of loan losses (70,907) 109,568
Net interest income after (provision for) recovery of loan losses $(86,011) $124,069
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned (60,085) 10,669
Net unrealized gain (loss) on financial instruments (6,920) (1,750)
Valuation allowance, loans held for sale (6,557) (99,718)
Servicing income, net of amortization and impairment of $6,587 and $5,294 5,421 6,456
Gain on bargain purchase 102,471
Income (loss) on unconsolidated joint ventures 2,059 (3,982)
Other income 18,065 11,590
Total non-interest income (expense) $(48,017) $25,736
Non-interest expense
Employee compensation and benefits (23,848) (21,254)
Allocated employee compensation and benefits from related party (3,600) (3,276)
Professional fees (6,655) (5,488)
Management fees – related party (4,076) (5,577)
Loan servicing expense (15,674) (15,844)
Transaction related expenses (335) (2,694)
Impairment on real estate 469 (2,346)
Other operating expenses (29,014) (16,123)
Total non-interest expense $(82,733) $(72,602)
Income (loss) from continuing operations before benefit for income taxes (216,761) 77,203
Income tax benefit 16,674 5,207
Net income (loss) from continuing operations $(200,087) $82,410
Discontinued operations (refer to Note 9)
Loss from discontinued operations before income tax benefit (594)
Income tax benefit 149
Net loss from discontinued operations $— $(445)
Net income (loss) $(200,087) $81,965
Less: Dividends on preferred stock 1,999 1,999
Less: Net income attributable to non-controlling interest 1,642 2,460
Net income (loss) attributable to Ready Capital Corporation $(203,728) $77,506
Earnings per common share from continuing operations - basic $(1.25) $0.47
Earnings per common share from discontinued operations - basic $0.00 $0.00
Total earnings per common share - basic $(1.25) $0.47
Earnings per common share from continuing operations - diluted $(1.25) $0.46
Earnings per common share from discontinued operations - diluted $0.00 $0.00
Total earnings per common share - diluted $(1.25) $0.46
Weighted-average shares outstanding
Basic 163,674,011 165,166,276
Diluted 167,650,149 167,723,519
Dividends declared per share of common stock $0.01 $0.125

See Notes To Unaudited Consolidated Financial Statements

6

READY CAPITAL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,
(in thousands) 2026 2025
Net income (loss) $(200,087) $81,965
Other comprehensive income (loss) - net change by component:
Derivative financial instruments (cash flow hedges) 106 (3,944)
Foreign currency translation (385) 813
Other comprehensive loss $(279) $(3,131)
Comprehensive income (loss) $(200,366) $78,834
Less: Comprehensive income attributable to non-controlling interests 1,641 2,439
Comprehensive income (loss) attributable to Ready Capital Corporation $(202,007) $76,395

See Notes To Unaudited Consolidated Financial Statements

7

READY CAPITAL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended March 31, 2026
Preferred Series E Common Stock Additional Paid-<br><br>In Capital Retained<br><br>Earnings<br><br>(Deficit) Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss) Total Ready<br><br>Capital<br><br>Corporation<br><br>Equity Non-controlling<br><br>Interests Total<br><br>Stockholders'<br><br>Equity
(in thousands, except share data) Shares Amount Shares Amount
Balance at December 31, 2025 4,600,000 $111,378 163,010,012 $17 $2,264,355 $(807,522) $(24,196) $1,544,032 $99,235 $1,643,267
Dividend declared:
Common stock ($0.01 per share) (1,677) (1,677) (1,677)
OP units (3) (3)
$0.390625 per Series C preferred share (131) (131) (131)
$0.406250 per Series E preferred share (1,868) (1,868) (1,868)
Stock-based compensation 2,460,319 1,491 1,491 1,491
Share repurchases (214,772) (374) (374) (374)
Reallocation of non-controlling interest 62 (2) 60 (60)
Net income (loss) (201,729) (201,729) 1,642 (200,087)
Other comprehensive income (loss) (278) (278) (1) (279)
Balance at March 31, 2026 4,600,000 $111,378 165,255,559 $17 $2,265,534 $(1,012,927) $(24,476) $1,339,526 $100,813 $1,440,339 Three Months Ended March 31, 2025
--- --- --- --- --- --- --- --- --- --- ---
Preferred Series E Common Stock Additional Paid-<br><br>In Capital Retained<br><br>Earnings<br><br>(Deficit) Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss Total Ready<br><br>Capital<br><br>Corporation<br><br>Equity Non-controlling<br><br>Interests Total<br><br>Stockholders'<br><br>Equity
(in thousands, except share data) Shares Amount Shares Amount
Balance at December 31, 2024 4,600,000 $111,378 162,792,372 $17 $2,250,291 $(505,089) $(18,552) $1,838,045 $97,697 $1,935,742
Dividend declared:
Common stock ($0.125 per share) (22,693) (22,693) (22,693)
OP units (111) (111)
$0.390625 per Series C preferred share (131) (131) (131)
$0.406250 per Series E preferred share (1,868) (1,868) (1,868)
Distributions, net (100) (100)
Shares issued pursuant to merger<br><br>transaction 12,766,819 64,600 64,600 64,600
Stock-based compensation 682,080 6,238 6,238 6,238
Share repurchases (3,734,044) (19,320) (19,320) (19,320)
Reallocation of non-controlling interest 292 (11) 281 (281)
Net income 79,505 79,505 2,460 81,965
Other comprehensive loss (3,110) (3,110) (21) (3,131)
Balance at March 31, 2025 4,600,000 $111,378 172,507,227 $17 $2,302,101 $(450,276) $(21,673) $1,941,547 $99,644 $2,041,191

See Notes To Unaudited Consolidated Financial Statements

8

READY CAPITAL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
(in thousands) 2026 2025
Cash Flows From Operating Activities:
Net income (loss) $(200,087) $81,965
Net loss from discontinued operations, net of tax (445)
Net income (loss) from continuing operations (200,087) 82,410
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of premiums, discounts, and debt issuance costs, net 12,054 11,265
Stock-based compensation 1,629 1,785
Provision for (recovery of) loan losses 70,907 (109,568)
Impairment (recovery) on real estate owned, held for sale (469) 2,346
Depreciation and amortization on real estate owned 1,576
Repair and denial reserve 354 823
Paid-in-kind accrued interest (708) (241)
Valuation allowance, loans held for sale 6,557 99,718
Net (income) loss of unconsolidated joint ventures, net of distributions (1,533) 5,782
Realized (gains) losses, net 60,401 (10,242)
Unrealized (gains) losses, net 6,919 1,922
Bargain purchase gain (102,471)
Loans, held for sale, net 596,031 89,106
Changes in operating assets and liabilities:
Derivative instruments 3,834 (1,982)
Assets of consolidated VIEs (excluding loans, net), accrued interest and due from servicers 8,622 32,964
Receivable from third parties (13,210) (862)
Other assets 33,634 (46,464)
Accounts payable and other accrued liabilities 3,678 24,126
Net cash provided by operating activities from continuing operations $590,189 $80,417
Net cash used for operating activities from discontinued operations 28,052
Net cash provided by operating activities $590,189 $108,469
Cash Flows From Investing Activities:
Origination of loans (91,261) (174,330)
Proceeds from disposition and principal payment of loans 724,693 414,830
Proceeds from sale and principal payment of mortgage-backed securities 3,747
Funding of real estate, held for sale (669) (5)
Proceeds from sale of real estate, held for sale 36,728 7,096
Investment in unconsolidated joint ventures (6,484) (11,508)
Distributions in excess of cumulative earnings from unconsolidated joint ventures 2,190 1,657
Payment of liabilities under participation agreements (1,335)
Net cash provided by business acquisitions 16,020
Net cash provided by investing activities from continuing operations $668,944 $252,425
Net cash provided by investing activities from discontinued operations 54,843
Net cash provided by investing activities $668,944 $307,268
Cash Flows From Financing Activities:
Proceeds from secured borrowings 866,664 1,235,533
Repayment of secured borrowings (1,333,647) (558,475)
Repayment of the Paycheck Protection Program Liquidity Facility borrowings (4,758) (5,639)
Repayment of securitized debt obligations of consolidated VIEs (649,409) (1,010,685)
Repayment of corporate debt (116,556) (79,477)
Proceeds from senior secured note 240,250
Repayment of guaranteed loan financing (22,344) (41,532)
Payment of deferred financing costs (3,413) (12,850)
Common stock repurchased (17,405)
Settlement of share-based awards in satisfaction of withholding tax requirements (374) (1,915)
Dividend payments (3,627) (44,042)
Net cash used for financing activities from continuing operations $(1,267,464) $(296,237)
Net cash provided by (used for) financing activities from discontinued operations (58,753)
Net cash used for financing activities $(1,267,464) $(354,990)
Net increase (decrease) in cash, cash equivalents, and restricted cash including cash classified within assets held<br><br>for sale (8,331) 60,747
Less: Net decrease in cash and cash equivalents within assets held for sale (4,858)
Net increase (decrease) in cash, cash equivalents, and restricted cash (8,331) 65,605
Cash, cash equivalents, and restricted cash beginning balance 249,534 182,774
Cash, cash equivalents, and restricted cash ending balance $241,203 $248,379

See Notes To Unaudited Consolidated Financial Statements

9

READY CAPITAL CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
(in thousands) 2026 2025
Supplemental disclosures:
Cash paid for interest $78,537 $134,316
Cash received for income taxes $(38) $(297)
Non-cash investing activities
Loans transferred from loans, held for sale to loans, net $— $72,826
Loans transferred from loans, net to loans, held for sale $264,728 $722,797
Loans transferred to real estate owned, held for sale $25,149 $32,336
Contingent consideration in connection with acquisitions $— $15,409
Non-cash financing activities
Shares and OP units issued in connection with merger transactions $— $64,600
Cash, cash equivalents, and restricted cash reconciliation
Cash and cash equivalents $200,430 $205,917
Restricted cash 38,906 39,603
Cash, cash equivalents, and restricted cash in assets of consolidated VIEs 1,867 2,859
Cash, cash equivalents, and restricted cash ending balance $241,203 $248,379

See Notes To Unaudited Consolidated Financial Statements

10

READY CAPITAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Organization

Ready Capital Corporation (the “Company” or “Ready Capital” and together with its subsidiaries “we,” “us” and “our”),

is a Maryland corporation. The Company is a multi-strategy real estate finance company that originates, acquires,

finances and services lower-to-middle-market commercial real estate (“LMM”) loans, Small Business Administration

(“SBA”) loans, construction loans, and to a lesser extent, mortgage-backed securities (“MBS”) collateralized primarily

by LMM loans, or other real estate-related investments. LMM loans represent a special category of commercial loans,

sharing both commercial and residential loan characteristics. LMM loans are generally secured by first mortgages on

commercial properties, but because LMM loans are also often accompanied by collateralization of personal assets and

subordinate lien positions, aspects of residential mortgage credit analysis are utilized in the underwriting process.

The Company is externally managed and advised by Waterfall Asset Management, LLC (“Waterfall” or the “Manager”),

an investment advisor registered with the United States Securities and Exchange Commission (“SEC”) under the

Investment Advisors Act of 1940, as amended.

Sutherland Partners, L.P. (the “operating partnership”) holds substantially all of the Company’s assets and conducts

substantially all of the Company’s business. As of both March 31, 2026 and December 31, 2025, the Company owned

approximately 99.8% of the operating partnership. The Company, as sole general partner of the operating partnership,

has responsibility and discretion in the management and control of the operating partnership, and the limited partners of

the operating partnership, in such capacity, have no authority to transact business for, or participate in the management

activities of the operating partnership. Therefore, the Company consolidates the operating partnership.

Acquisitions

United Development Funding IV. On March 13, 2025, pursuant to the terms of the Agreement and Plan of Merger,

dated as of November 29, 2024, by and among the Company, United Development Funding IV (“UDF IV”), and RC

Merger Sub IV, LLC, a wholly owned subsidiary of the Company (“RC Merger Sub IV”), the Company acquired UDF

IV, a real estate investment trust providing capital solutions to residential real estate developers and regional

homebuilders, (the “UDF IV Merger”). At the effective time of the UDF IV Merger (the “Effective Time”), each

outstanding common share of beneficial interest, par value $0.01 per share, of UDF IV (“UDF IV Common Shares”),

excluding any UDF IV Common Shares held by UDF IV, the Company, RC Merger Sub IV or their subsidiaries, was

automatically cancelled and retired and converted into the right to receive (i) 0.416 shares of Company common stock,

(ii) 0.416 contingent value rights (“CVRs”) representing the potential right to receive additional shares of Company

common stock after the end of each of (1) the period beginning on October 1, 2024, and ending on December 31, 2025

and (2) the three subsequent calendar years, based, in part, upon cash proceeds received by the Company and its

subsidiaries in respect of a portfolio of five UDF IV loans and (iii) cash consideration in lieu of any fractional shares of

Company common stock. Refer to Note 5 for assets acquired and liabilities assumed in the UDF IV Merger.

REIT Status

The Company qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended

(the “Internal Revenue Code”), commencing with its first taxable year ended December 31, 2011. To maintain its tax

status as a REIT, the Company distributes dividends equal to at least 90% of its taxable income in the form of

distributions to shareholders.

Note 2. Basis of Presentation

The unaudited interim consolidated financial statements herein, referred to as the “consolidated financial statements”, as

of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025, have been

prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)—

as prescribed by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)

and the rules and regulations of the SEC.

11

The accompanying consolidated financial statements, including the notes thereto, are unaudited and exclude some of the

disclosures required in audited financial statements. Accordingly, certain information and footnote disclosures normally

included in consolidated financial statements have been condensed or omitted. In the opinion of management, the

accompanying consolidated financial statements contain all normal recurring adjustments necessary for a fair statement

of the results for the interim periods presented. Such operating results may not be indicative of the expected results for

any other interim period or the entire year. The accompanying consolidated financial statements should be read in

conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 2025, as filed with the SEC.

Note 3. Summary of Significant Accounting Policies

Use of estimates

Preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires certain

estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and

liabilities as of the date of the consolidated financial statements and the reported amounts of income and expenses during

the reporting period. These estimates and assumptions are based on the best available information however, actual results

could be materially different.

Basis of consolidation

The accompanying consolidated financial statements of the Company include the accounts and results of operations of

the operating partnership and other consolidated subsidiaries and variable interest entities (“VIEs”) in which the

Company is the primary beneficiary. The consolidated financial statements are prepared in accordance with ASC 810,

Consolidation (“ASC 810”). Intercompany balances and transactions have been eliminated.

Reclassifications

Certain amounts reported for the prior periods in the accompanying consolidated financial statements have been

reclassified in order to conform to the current period’s presentation.

Cash and cash equivalents

The Company accounts for cash and cash equivalents in accordance with ASC 305, Cash and Cash Equivalents. The

Company defines cash and cash equivalents as cash, demand deposits, and short-term, highly liquid investments with

original maturities of 90 days or less when purchased. Cash and cash equivalents are exposed to concentrations of credit

risk. The Company deposits cash with institutions believed to have highly valuable and defensible business franchises,

strong financial fundamentals, and predictable and stable operating environments.

Restricted cash

Restricted cash represents cash held by the Company as collateral against its derivatives, borrowings under repurchase

agreements, borrowings under credit facilities and other financing agreements with counterparties, construction and

mortgage escrows, as well as cash held for remittance on loans serviced for third parties. Restricted cash is not available

for general corporate purposes but may be applied against amounts due to counterparties under existing swaps and

repurchase agreement borrowings, returned to the Company when the restriction requirements no longer exist or at the

maturity of the swap or repurchase agreement.

Loans, net

Loans, net consists of loans, held-for-investment, net of allowance for credit losses, and loans, held at fair value.

Loans, held-for-investment. Loans, held-for-investment are loans acquired from third parties (“acquired loans”), loans

originated by the Company that it does not intend to sell, or securitized loans that were previously originated. Certain

securitized loans remain on the Company’s balance sheet because the securitization vehicles are consolidated under ASC

  1. Acquired loans are recorded at the valuation at the time of acquisition and are accounted for under ASC 310,

Receivables (“ASC 310”).

The Company uses the interest method to recognize, as a constant effective yield adjustment, the difference between the

initial recorded investment in the loan and the principal amount of the loan. The calculation of the constant effective

12

yield necessary to apply the interest method uses the payment terms required by the loan contract, and prepayments of

principal are not anticipated to shorten the loan term.

Purchased credit deteriorated (“PCD”) loans are purchased loans that, as of the acquisition date, have experienced a

more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment

under ASC 326, Financial Instruments-Credit Losses. An allowance for credit losses is determined using the same

methodology as loans held for investment. When a discounted cash flow model is used to determine the allowance for

credit losses, the change in the allowance associated with the time value of money is presented as an adjustment to

interest income. The sum of a loan's purchase price and allowance for credit losses becomes its initial amortized cost

basis. The difference between the initial amortized cost basis and the unpaid principal balance of a loan is a non-credit

discount or premium which is amortized into interest income over the life of the loan. Subsequent changes to the

allowance for credit losses are recorded through provision for loan losses.

Loans, held at fair value. Loans, held at fair value represent certain loans originated by the Company for which the fair

value option has been elected. Interest is recognized as interest income in the consolidated statements of operations when

earned and deemed collectible. Changes in fair value are recurring and are reported as net unrealized gain (loss) on

financial instruments in the consolidated statements of operations. Loans, held at fair value are classified as Level 3 in

the fair value hierarchy.

Allowance for credit losses. The allowance for credit losses consists of the allowance for losses on loans and lending

commitments accounted for at amortized cost. Such loans and lending commitments are reviewed quarterly considering

credit quality indicators, including probable and historical losses, collateral values, loan-to-value (“LTV”) ratio and

economic conditions. The allowance for credit losses increases through provisions charged to earnings and reduced by

charge-offs, net of recoveries.

The Company utilizes loan loss forecasting models for estimating expected life-time credit losses, at the individual loan

level, for its loan portfolio. The Current Expected Credit Loss (“CECL”) forecasting methods used by the Company

include (i) a probability of default and loss given default method using underlying third-party CMBS/CRE loan

databases with historical loan losses and (ii) probability weighted expected cash flow method, depending on the type of

loan and the availability of relevant historical market loan loss data. The Company might use other acceptable alternative

approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of

relevant historical market loan loss data.

Significant inputs to the Company’s forecasting methods include (i) key loan-specific inputs such as LTV, vintage year,

loan-term, underlying property type, occupancy, geographic location, and others, and (ii) a macro-economic forecast,

including unemployment rates, interest rates, commercial real estate prices, and others. These estimates may change in

future periods based on available future macro-economic data and might result in a material change in the Company’s

future estimates of expected credit losses for its loan portfolio.

In certain instances, the Company considers relevant loan-specific qualitative factors to certain loans to estimate its

CECL expected credit losses. The Company considers loan investments to be “collateral-dependent” loans if they are

both (i) expected to be substantially repaid through the operation or sale of the underlying collateral and (ii) for which

the borrower is experiencing financial difficulty. For such loans that the Company determines that foreclosure of the

collateral is probable, the Company measures the expected losses based on the difference between the fair value of the

collateral (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost

basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is

not probable, the Company applies a practical expedient to estimate expected losses using the difference between the

collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the

amortized cost basis of the loan.

While the Company has a formal methodology to determine the adequate and appropriate level of the allowance for

credit losses, estimates of inherent loan losses involve judgment and assumptions as to various factors, including current

economic conditions. The Company’s determination of adequacy of the allowance for credit losses is based on quarterly

evaluations of the above factors. Accordingly, the provision for credit losses will vary from period to period based on

management’s ongoing assessment of the adequacy of the allowance for credit losses.

13

Non-accrual loans. A loan is generally placed on non-accrual status when it is probable that principal and interest will

not be collected under the original contractual terms. At that time, interest income is no longer accrued. Non-accrual

loans consist of loans for which principal or interest has been delinquent for 90 days or more and for which specific

reserves are recorded, including PCD loans. Interest income accrued, but not collected, at the date loans are placed on

non-accrual status is reversed, unless the loan is expected to be fully recoverable by the collateral or is in the process of

being collected. Interest income is subsequently recognized only to the extent it is received in cash or until the loan

qualifies for return to accrual status. However, where there is doubt regarding the ultimate collectability of loan

principal, all cash received is applied to reduce the carrying value of such loans. Loans are restored to accrual status

when contractually current and the collection of future payments is reasonably assured. In certain instances, the

Company may make exceptions to placing a loan on non-accrual status if the loan is in the process of a modification. For

construction loans that have been delinquent for 90 days or more, interest income may continue to accrue if it is probable

that principal and interest will be collected in full.

Paid-In-Kind (“PIK”) Interest. PIK interest is computed at the contractual rate specified in each loan agreement and

added to the principal balance of the loan, and is recorded as interest income over the life of the loan on the consolidated

statement of operations. The Company will generally cease accruing PIK interest if there is insufficient value to support

the accrual or management does not expect the borrower to be able to pay all principal and interest due. To maintain the

Company's status as a REIT, this non-cash source of income is included within the 90% of its taxable income required to

be distributed to shareholders.

Loan modifications made to borrowers experiencing financial difficulty. In situations where economic or legal

circumstances may cause a borrower to experience significant financial difficulties, the Company may grant concessions

for a period of time to the borrower that it would not otherwise consider. These modified terms may include interest rate

reductions, principal forgiveness, term extensions, and other-than-insignificant payment delay intended to minimize the

Company’s economic loss and to avoid foreclosure or repossession of collateral. The Company monitors the

performance of loans modified to borrowers experiencing financial difficulty and considers loans that are 30 days past

due to be in payment default. To the extent the modified loan is contractually current and ultimately deemed collectible,

the Company will continue to accrue interest.

Loans, held for sale

Loans are classified as held for sale if there is an intent to sell in the near-term. These loans are recorded at the lower of

amortized cost or fair value, unless the fair value option has been elected at the time of origination or acquisition. If the

loan’s fair value is determined to be less than its amortized cost, a non-recurring fair value adjustment may be recorded

through a valuation allowance. Changes in fair value on originated loans for which the fair value option has been elected,

are recurring and are reported as net unrealized gain (loss) on financial instruments in the consolidated statements of

operations. Loans, held for sale for which the fair value option has been elected are classified as Level 2 in the fair value

hierarchy. For originated SBA loans, the guaranteed portion is held at fair value. Interest is recognized as interest income

in the consolidated statements of operations when earned and deemed collectible. When loans classified as held for sale

are sold, the proceeds, less the costs to sell, in excess (or deficiency) of the net carrying value, including accrued interest,

are recognized as a realized gain (loss).

Paycheck Protection Program loans

Paycheck Protection Program (“PPP”) loans were originated in response to the COVID-19 pandemic. The Company has

elected the fair value option for the loans originated by the Company for the first round of the program. Interest is

recognized in the consolidated statements of operations as interest income when earned and deemed collectible.

Although PPP includes a 100% guarantee from the federal government and principal forgiveness for borrowers if the

funds were used for defined purposes, changes in fair value are recurring and are reported as net unrealized gains (losses)

on financial instruments in the consolidated statements of operations.

The Company’s loan originations in the second round of the program are accounted for as loans, held-for-investment

under ASC 310. Loan origination fees and related direct loan origination costs are capitalized into the initial recorded

investment in the loan and are deferred over the loan term. The Company recognizes the difference between the initial

recorded investment and the principal amount of the loan as interest income using the effective yield method. The

effective yield is determined based on the payment terms required by the loan contract as well as with actual and

expected prepayments from loan forgiveness by the federal government.

14

Mortgage-backed securities

The Company accounts for MBS as trading securities and carries them at fair value under ASC 320, Investments-Debt

and Equity Securities (“ASC 320”). The Company’s MBS portfolio is comprised of asset-backed securities collateralized

by interest in, or obligations backed by, pools of LMM loans, which are guaranteed by the U.S. government, such as the

Government National Mortgage Association (“Ginnie Mae”), or guaranteed by federally sponsored enterprises, such as

the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie

Mac”). Purchases and sales of MBS are recorded as of the trade date. MBS securities pledged as collateral against

borrowings under repurchase agreements are included in mortgage-backed securities on the consolidated balance sheets.

MBS are recorded at fair value as determined by market prices provided by independent broker dealers or other

independent valuation service providers. The fair values assigned to these investments are based upon available

information and may not reflect amounts that may be realized. The fair value adjustments on MBS are reported within

net unrealized gain (loss) on financial instruments in the consolidated statements of operations. Mortgage-backed

securities are classified as Level 2 in the fair value hierarchy.

Derivative instruments

Subject to maintaining qualification as a REIT for U.S. federal income tax purposes, the Company utilizes derivative

financial instruments, comprised of interest rate swaps and FX forwards as part of its risk management strategy. The

Company accounts for derivative instruments under ASC 815, Derivatives and Hedging (“ASC 815”). All derivatives

are reported as either assets or liabilities in the consolidated balance sheets at the estimated fair value with the changes in

the fair value recorded in earnings unless hedge accounting is elected. As of March 31, 2026 and December 31, 2025, the

Company had offset $14.9 million and $13.0 million of cash collateral payable against gross derivative asset positions,

respectively.

Interest rate swap agreements. An interest rate swap is an agreement between two counterparties to exchange periodic

interest payments where one party to the contract makes a fixed-rate payment in exchange for a floating-rate payment

from the other party. The dollar amount each party pays is an agreed-upon periodic interest rate multiplied by a pre-

determined dollar principal (notional amount). No principal (notional amount) is exchanged between the two parties at

the trade initiation date and only interest payments are exchanged over the life of the contract. The fair value adjustments

are reported within net unrealized gain (loss) on financial instruments, while the related interest income or interest

expense are reported within net realized gain (loss) on financial instruments in the consolidated statements of operations.

Interest rate swaps are classified as Level 2 in the fair value hierarchy.

FX forwards. FX forwards are agreements between two counterparties to exchange a pair of currencies at a set rate on a

future date. Such contracts are used to convert the foreign currency risk to U.S. dollars to mitigate exposure to

fluctuations in FX rates. The fair value adjustments are reported within net unrealized gain (loss) on financial

instruments in the consolidated statements of operations. FX forwards are classified as Level 2 in the fair value

hierarchy.

Hedge accounting. As a general rule, hedge accounting is permitted where the Company is exposed to a particular risk,

such as interest rate risk, that causes changes in the fair value of an asset or liability or variability in the expected future

cash flows of an existing asset, liability, or forecasted transaction that may affect earnings.

To qualify as an accounting hedge under the hedge accounting rules (versus an economic hedge where hedge accounting

is not applied), a hedging relationship must be highly effective in offsetting the risk designated as being hedged. Cash

flow hedges are used to hedge the exposure to the variability in cash flows from forecasted transactions, including the

anticipated issuance of securitized debt obligations. ASC 815 requires that a forecasted transaction be identified as

either: 1) a single transaction, or 2) a group of individual transactions that share the same risk exposures for which they

are designated as being hedged. Hedges of forecasted transactions are considered cash flow hedges since the price is not

fixed, hence involve variability of cash flows.

For qualifying cash flow hedges, the change in the fair value of the derivative (the hedging instrument) is recorded in

other comprehensive income (loss) (“OCI”) and is reclassified out of OCI and into the consolidated statements of

operations when the hedged cash flows affect earnings. These amounts are recognized consistent with the classification

15

of the hedged item, primarily interest expense (for hedges of interest rate risk). If the hedge relationship is terminated,

then the value of the derivative recorded in accumulated other comprehensive income (loss) (“AOCI”) is recognized in

earnings when the cash flows that were hedged affect earnings, so long as the forecasted transaction remains probable of

occurring.

Hedge accounting is generally terminated at the debt issuance date because the Company is no longer exposed to cash

flow variability subsequent to issuance. Accumulated amounts recorded in AOCI at that date are then released to

earnings in future periods to reflect the difference in 1) the fixed rates economically locked in at the inception of the

hedge and 2) the actual fixed rates established in the debt instrument at issuance. Because of the effects of the time value

of money, the actual interest expense reported in earnings will not equal the effective yield locked in at hedge inception

multiplied by the par value. Similarly, this hedging strategy does not actually fix the interest payments associated with

the forecasted debt issuance.

Servicing rights

Servicing rights initially represent the fair value of expected future cash flows for performing servicing activities for

others. The fair value considers estimated future servicing fees and ancillary revenue, offset by estimated costs to service

the loans, and generally declines over time as net servicing cash flows are received, effectively amortizing the servicing

right asset against contractual servicing and ancillary fee income.

Servicing rights are recognized upon sale of loans, including a securitization of loans accounted for as a sale in

accordance with U.S. GAAP, if servicing is retained. Gains (losses) related to servicing rights retained is included in net

realized gain (loss) in the consolidated statements of operations.

Servicing rights are accounted for under ASC 860, Transfers and Servicing (“ASC 860”). A significant portion of the

Company’s multi-family servicing rights are under the Freddie Mac program.

Servicing rights are initially recorded at fair value and subsequently carried at amortized cost. Servicing rights are

amortized in proportion to and over the expected service period, or term of the loans, and are evaluated for potential

impairment quarterly.

For purposes of testing servicing rights for impairment, the Company first determines whether facts and circumstances

exist that would suggest the carrying value of the servicing asset is not recoverable. If so, the Company then compares

the net present value of servicing cash flow to its carrying value. The estimated net present value of servicing cash flows

is determined using discounted cash flow modeling techniques, which require management to make estimates regarding

future net servicing cash flows, taking into consideration historical and forecasted loan prepayment rates, delinquency

rates and anticipated maturity defaults. If the carrying value of the servicing rights exceeds the net present value of

servicing cash flows, the servicing rights are considered impaired, and an impairment loss is recognized in the

consolidated statements of operations for the amount by which carrying value exceeds the net present value of servicing

cash flows.

The Company estimates the fair value of servicing rights by determining the present value of future expected servicing

cash flows using modeling techniques that incorporate management’s best estimates of key variables including estimates

regarding future net servicing cash flows, forecasted loan prepayment rates, delinquency rates, and return requirements

commensurate with the risks involved. Cash flow assumptions are modeled using internally forecasted revenue and

expenses, and where possible, the reasonableness of assumptions is periodically validated through comparisons to

market data. Prepayment speed estimates are determined from historical prepayment rates or obtained from third-party

industry data. Return requirement assumptions are determined using data obtained from market participants, where

available, or based on current relevant interest rates plus a risk-adjusted spread. The Company also considers other

factors that can impact the value of the servicing rights, such as surety provider termination clauses and servicer

terminations that could result if the Company failed to materially comply with the covenants or conditions of its

servicing agreements and did not remedy the failure. Since many factors can affect the estimate of the fair value of

servicing rights, the Company regularly evaluates the major assumptions and modeling techniques used in its estimate

and reviews these assumptions against market comparables, if available. The Company monitors the actual performance

of its servicing rights by regularly comparing actual cash flow, credit, and prepayment experience to modeled estimates.

16

Real estate owned

The Company generally acquires real estate assets through foreclosure or deed-in-lieu of foreclosure in full or partial

settlement of loan obligations. Based on the Company’s strategic plan to realize the maximum value from the real estate

acquired, properties are either classified as real estate owned, held for use if the Company intends to hold, operate or

develop the property for a period of at least 12 months or real estate owned, held for sale if the Company intends to

market these properties for sale in the near term.

Real estate owned, held for use. Upon acquisition of a property, the Company assesses the fair value of acquired

tangible and intangible assets (including above and below-market leases) and allocates the fair value of the acquired

assets and assumed liabilities.

The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. Real

estate owned, held for use is recorded at acquisition cost less any accumulated depreciation. Depreciation is computed

using a straight-line method over the estimated useful life of 50 years for building and improvements and 8 years for

furniture, fixtures and equipment. On a quarterly basis, management assesses whether there are any indicators that the

value of the Company’s properties classified as held for use may be impaired. Such indicators include occupancy trends,

revenue per available room trends, leasing trends, current and estimated future cash flows associated with the property

and other quantitative and qualitative factors. A property is considered impaired if management’s estimate of the

aggregate future cash flows is less than the carrying value of the property. To the extent impairment has occurred, the

loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The

Company’s estimates of aggregate future cash flows involve significant judgment and assumptions, including current

economic conditions and therefore, actual results could be materially different.

The fair value of intangible assets is based on estimated cash flow projections, as well as other available market

information. Amortization of intangible assets (including above and below-market leases) is recorded as an adjustment to

income on the consolidated statements of operations.

Real estate owned, held for sale. Real estate owned, held for sale is recorded at acquisition at the property’s estimated

fair value less estimated costs to sell. After acquisition, costs incurred relating to the development and improvement of

property are capitalized to the extent they do not cause the recorded value to exceed the net realizable value, whereas

costs relating to holding and disposition of the property are expensed as incurred. After acquisition, real estate owned,

held for sale is analyzed periodically for changes in fair values and any subsequent write down is charged through

impairment.

The Company records a gain or loss from the sale of real estate when control of the property transfers to the buyer,

which generally occurs at the time of an executed deed. When the Company finances the sale of real estate to the buyer,

the Company assesses whether the buyer is committed to perform their obligations under the contract and whether the

collectability of the transaction price is probable. Once these criteria are met, the real estate is derecognized and the gain

or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the

sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is

present. This adjustment is based on management’s estimate of the fair value of the loan extended to the buyer to finance

the sale.

Investment in unconsolidated joint ventures

According to ASC 323, Equity Method and Joint Ventures, investors in unincorporated entities such as partnerships and

unincorporated joint ventures generally shall account for their investments using the equity method of accounting if the

investor has the ability to exercise significant influence over the investee. Under the equity method, the Company

recognizes its allocable share of the earnings or losses of the investment monthly in earnings and adjusts the carrying

amount for its share of the distributions that exceeds its allocable share of earnings. The fair value adjustments are

reported within income on unconsolidated joint ventures in the consolidated statements of operations. Investments in

unconsolidated joint ventures are classified as Level 3 in the fair value hierarchy.

Intangible assets

The Company accounts for intangible assets under ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The

Company’s intangible assets include an SBA license, capitalized software, a broker network, trade names, above and

below market leases and customer relationships. The Company capitalizes software costs expected to result in long-term

17

operational benefits, such as replacement systems or new applications that result in significantly increased operational

efficiencies or functionality as well as costs related to internally developed software expected to be sold, leased or

otherwise marketed under ASC 985-20, Software- costs of software to be sold, leased, or marketed. All other costs

incurred in connection with internal use software are expensed as incurred. The Company initially records its intangible

assets at cost or fair value and will test for impairment if a triggering event occurs. Intangible assets are included within

other assets in the consolidated balance sheets. The Company amortizes intangible assets with identified estimated useful

lives on a straight-line basis over their estimated useful lives.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable

intangible assets, at the acquisition date. Goodwill is assessed for impairment annually in the fourth quarter or more

frequently if events or changes in circumstances indicate a potential impairment exists.

In assessing goodwill for impairment, the Company follows ASC 350, which permits a qualitative assessment of whether

it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill. If the

qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its

carrying value, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the

qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its

carrying value, including goodwill, or the Company chooses not to perform the qualitative assessment, then the

Company compares the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative

assessment. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the

impairment loss measured as the excess of the reporting unit’s carrying value, including goodwill, over its fair value.

The estimated fair value of the reporting unit is derived based on valuation techniques the Company believes market

participants would use for each of the reporting units.

The qualitative assessment requires judgment to be applied in evaluating the effects of multiple factors, including actual

and projected financial performance of the reporting unit, macroeconomic conditions, industry and market conditions

and relevant entity specific events in determining whether it is more likely than not that the fair value of the reporting

unit is less than its carrying amount, including goodwill. In the first quarter of 2026, as a result of the qualitative

assessment, the Company determined that it was more likely than not that the estimated fair value of each of the

reporting units exceeded its respective estimated carrying value. Therefore, goodwill for each reporting unit was not

impaired and a quantitative test was not required.

Deferred financing costs

Costs incurred in connection with secured borrowings are accounted for under ASC 340, Other Assets and Deferred

Costs. Deferred costs are capitalized and amortized using the effective interest method over the respective financing term

with such amortization reflected on the Company’s consolidated statements of operations as a component of interest

expense. Establishing secured borrowings may include legal, accounting and other related fees. Unamortized deferred

financing costs are expensed when the associated debt is refinanced or repaid before maturity. Unamortized deferred

financing costs related to securitizations and note issuances are presented in the consolidated balance sheets as a direct

deduction from the associated liability.

Due from servicers

The loan-servicing activities of the Company’s LMM Commercial Real Estate segment are performed primarily by third-

party servicers. Small Business Lending (“SBL”) loans originated and held by the Company are internally serviced. The

Company’s servicers hold substantially all of the cash owned by the Company related to loan servicing activities. These

amounts include principal and interest payments made by borrowers, net of advances and servicing fees. Cash is

generally received within 30 days of recording the receivable.

The Company is subject to credit risk to the extent any servicer with whom the Company conducts business is unable to

deliver cash balances or process loan-related transactions on the Company’s behalf. The Company monitors the financial

condition of the servicers with whom the Company conducts business and believes the likelihood of loss under the

aforementioned circumstances is remote.

18

Secured borrowings

Secured borrowings include borrowings under credit facilities and other financing agreements and repurchase

agreements.

Borrowings under credit facilities and other financing agreements. Borrowings under credit facilities and other

financing agreements are accounted for under ASC 470, Debt (“ASC 470”). The Company partially finances its loans,

net through credit agreements and other financing agreements with various counterparties. These borrowings are

collateralized by loans, held-for-investment and loans, held for sale and have maturity dates within two years from the

consolidated balance sheet date. If the fair value (as determined by the applicable counterparty) of the collateral securing

these borrowings decreases, the Company may be subject to margin calls during the period the borrowings are

outstanding. In instances where margin calls are not satisfied within the required time frame the counterparty may retain

the collateral and pursue collection of any outstanding debt. Interest accrued in connection with credit facilities is

recorded as interest expense in the consolidated statements of operations.

Borrowings under repurchase agreements. Borrowings under repurchase agreements are accounted for under ASC 860.

Investment securities financed under repurchase agreements are treated as collateralized borrowings, unless they meet

sale treatment or are deemed to be linked transactions. As of the current period ended, the Company had no such

repurchase agreements that have been accounted for as components of linked transactions. All securities financed

through a repurchase agreement have remained on the Company’s consolidated balance sheets as an asset and cash

received from the lender has been recorded on the Company’s consolidated balance sheets as a liability. Interest accrued

in connection with repurchase agreements is recorded as interest expense in the consolidated statements of operations.

Paycheck Protection Program Liquidity Facility borrowings

The Paycheck Protection Program Liquidity Facility (“PPPLF”) is a government loan facility created to enable the

distribution of funds for PPP whereby the Company received advances from the Federal Reserve through the PPPLF.

The Company accounts for borrowings under the PPPLF under ASC 470. Interest accrued in connection with PPPLF is

recorded as interest expense in the consolidated statements of operations.

Securitized debt obligations of consolidated VIEs, net

The Company has engaged in several securitization transactions accounted for under ASC 810. Securitization involves

transferring assets to a special purpose entity or securitization trust, which typically qualifies as a VIE. The entity that

has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the

VIE. The consolidation of the VIE includes the VIE’s issuance of senior securities to third parties, which are shown as

securitized debt obligations of consolidated VIEs in the consolidated balance sheets.

Debt issuance costs related to securitizations are presented as a direct deduction from the carrying value of the related

debt liability. Debt issuance costs are amortized using the effective interest method and are included in interest expense

in the consolidated statements of operations.

Senior secured notes, net

The Company accounts for secured debt offerings net of issuance costs, under ASC 470. These senior secured notes are

collateralized by loans, MBS, and retained interests of consolidated VIE’s. Interest accrued in connection with senior

secured notes is recorded as interest expense in the consolidated statements of operations.

Corporate debt, net

The Company accounts for corporate debt offerings net of issuance costs, under ASC 470. Interest accrued in connection

with corporate debt is recorded as interest expense in the consolidated statements of operations.

Guaranteed loan financing

Certain partial loan sales do not meet the definition of a “participating interest” under ASC 860 and therefore, do not

qualify as a sale. Participations or other partial loan sales which do not meet the definition of a participating interest

remain as an investment in the consolidated balance sheets and the proceeds from the portion sold is recorded as

guaranteed loan financing in the liabilities section of the consolidated balance sheets. For these partial loan sales, the

interest earned on the entire loan balance is recorded as interest income and the interest earned by the buyer in the partial

loan sale is recorded within interest expense in the accompanying consolidated statements of operations.

19

Contingent consideration

The Company accounts for certain liabilities recognized in relation to mergers and acquisitions as contingent

consideration whereby the fair value of this liability is dependent on certain criteria. Contingent consideration is

classified as Level 3 in the fair value hierarchy with fair value adjustments reported within other income (loss) in the

consolidated statements of operations.

Loan participations sold

The Company accounts for loan participations sold, which represents an interest in a loan receivable sold, as a liability

on the consolidated balance sheets as these arrangements do not qualify as a sale under U.S. GAAP. Such liabilities are

non-recourse and remain on the consolidated balance sheets until the loan is repaid.

Due to third parties

Due to third parties primarily relates to funds held by the Company to advance certain expenditures necessary to fulfill

the Company’s obligations under its existing indebtedness or to be released at the Company’s discretion upon the

occurrence of certain pre-specified events, and to serve as additional collateral for borrowers’ loans. While retained,

these balances earn interest in accordance with the specific loan terms with which they are associated.

Repair and denial reserve

The repair and denial reserve represents the potential liability to the SBA in the event that the Company is required to

make the SBA whole for reimbursement of the guaranteed portion of SBA loans. The Company may be responsible for

the guaranteed portion of SBA loans if there are lien and collateral issues, unauthorized use of proceeds, liquidation

deficiencies, undocumented servicing actions or denial of SBA eligibility. This reserve is calculated using an estimated

frequency of a repair and denial event upon default, as well as an estimate of the severity of the repair and denial as a

percentage of the guaranteed balance.

Variable interest entities

VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without

additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to

make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to

absorb the expected losses, or do not have the right to receive the residual returns of the entity. The entity that is the

primary beneficiary is required to consolidate the VIE. An entity is deemed to be the primary beneficiary of a VIE if the

entity has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and

(ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the

VIE.

In determining whether the Company is the primary beneficiary of a VIE, both qualitative and quantitative factors are

considered regarding the nature, size and form of its involvement with the VIE, such as its role establishing the VIE and

ongoing rights and responsibilities, the design of the VIE, its economic interests, servicing fees and servicing

responsibilities, and other factors. The Company performs ongoing reassessments to evaluate whether changes in the

entity’s capital structure or changes in the nature of its involvement with the entity result in a change to the VIE

designation or a change to its consolidation conclusion.

Non-controlling interests

Non-controlling interests are presented on the consolidated balance sheets and the consolidated statements of operations

and represent direct investment in the operating partnership by third parties, including operating partnership units issued

to satisfy a portion of the purchase price in connection with a series of mergers (collectively, the “Mosaic Mergers”),

pursuant to which the company acquired a group of privately held, real estate structured finance opportunities funds,

with a focus on construction lending (collectively, the “Mosaic Funds”), managed by MREC Management, LLC. In

addition, the Company has non-controlling interests from investments in consolidated joint ventures whereby, net

income or loss is generally based upon relative ownership interests or contractual arrangements.

Fair value option

ASC 825, Financial Instruments (“ASC 825”) provides a fair value option election that allows entities to make an

election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and

20

liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.

The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an

entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance

are required to be reported separately in the consolidated balance sheets from those instruments using another accounting

method.

The Company has elected the fair value option for certain loans held-for-sale originated by the Company that it intends

to sell in the near term. The fair value elections for loans, held for sale originated by the Company were made due to the

short-term nature of these instruments. The Company additionally elected the fair value option for certain investments in

unconsolidated joint ventures due to their short-term tenor.

Earnings per share

Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of shares

of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from

the Company’s share-based compensation, consisting of unvested restricted stock units (“RSUs”), unvested restricted

stock awards (“RSAs”), performance-based equity awards, as well as the dilutive impact of convertible preferred stock

and CVRs under the if-converted method and warrants under the treasury stock method. Potential dilutive shares are

excluded from the calculation if they have an anti-dilutive effect in the period.

All of the Company’s unvested RSAs, unvested RSUs granted to non-employee directors, and preferred stock contain

rights to receive non-forfeitable dividends or dividend equivalents and, thus, are participating securities. Due to the

existence of these participating securities, the two-class method of computing EPS is required, unless another method is

determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of

common stock and participating securities.

Income taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current

period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an

entity’s consolidated financial statements or tax returns. The Company assesses the recoverability of deferred tax assets

through evaluation of carryback availability, projected taxable income and other factors as applicable. Significant

judgment is required in assessing the future tax consequences of events that have been recognized in the consolidated

financial statements or tax returns as well as the recoverability of amounts recorded, including deferred tax assets.

The Company provides for exposure in connection with uncertain tax positions, which requires significant judgment by

management including determination, based on the weight of the tax law and available evidence, that it is more-likely-

than-not that a tax result will be realized. The Company’s policy is to recognize interest and/or penalties related to

income tax matters in income tax expense on the consolidated statements of operations. As of the date of the

consolidated balance sheets, the Company has accrued no taxes, interest or penalties related to uncertain tax positions. In

addition, changes in this position in the next 12 months are not anticipated.

Revenue recognition

Under ASC 606 Revenue Recognition (“ASC 606”), revenue is recognized upon the transfer of promised goods or

services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange

for those goods or services. Revenue is recognized through the following five-step process:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

Most of the Company’s revenue streams, such as revenue associated with financial instruments, including interest

income, realized or unrealized gains on financial instruments, loan servicing fees, loan origination fees, hotel income,

among other revenue streams, follow specific revenue recognition criteria and therefore the guidance referenced above

does not have a material impact on the consolidated financial statements. In addition, revisions to existing accounting

21

rules regarding the determination of whether a company is acting as a principal or agent in an arrangement and

accounting for sales of nonfinancial assets where the seller has continuing involvement, did not materially impact the

Company. A further description of the revenue recognition criteria is outlined below.

Interest income. Interest income on loans, held-for-investment, loans, held at fair value, loans, held for sale, and MBS,

at fair value is accrued based on the outstanding principal amount and contractual terms of the instrument, including

loans with contractual PIK interest for which the Company has not yet collected cash. Discounts or premiums associated

with the loans and investment securities are amortized or accreted into interest income as a yield adjustment on the

effective interest method, based on contractual cash flows through the maturity date of the investment.

Lease rental income. Revenue from real estate owned operations primarily includes lease rental income which arises

from base rent income, net of concessions, from tenant leases. Base rent is recognized on a straight-line basis over the

term of the lease and recorded as other income in the consolidated statement of operations. Such income for the three

months ended March 31, 2026, was not material.

Realized gains (losses). Upon the sale or disposition (not including the prepayment of outstanding principal balance) of

loans or securities, the excess (or deficiency) of net proceeds over the net carrying value or cost basis of such loans or

securities is recognized as a realized gain (loss).

Origination income and expense. Origination income represents fees received for origination of either loans, held at fair

value, loans, held for sale, or loans, held-for-investment. For loans held, at fair value, and loans, held for sale, pursuant

to ASC 825 the Company reports origination fee income as revenue and fees charged and costs incurred as expenses.

These fees and costs are excluded from the fair value. For originated loans, held-for-investment, under ASC 310 the

Company defers these origination fees and costs at origination and amortizes them under the effective interest method

over the life of the loan. Origination fees and expenses for loans, held at fair value and loans, held for sale, are presented

in the consolidated statements of operations as components of other income and operating expenses. The amortization of

net origination fees and expenses for loans, held-for-investment are presented in the consolidated statements of

operations as a component of interest income.

Assets and liabilities held for sale

The Company classifies long-lived assets or a disposal group to be sold as held for sale in the period when all the

necessary criteria are met. The criteria includes (i) management, having the authority to approve the action, commits to a

plan to sell the asset or the disposal group (ii) the asset or disposal group is available for immediate sale in its present

condition subject only to terms that are usual and customary for sales of such assets (iii) an active program to locate a

buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated (iv) the sale

of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for

recognition as a completed sale within one year (v) the asset or disposal group is being actively marketed for sale at a

price that is reasonable in relation to its current fair value and (vi) actions required to complete the plan indicate that it is

unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the

Company reports the assets and liabilities of the disposal group, if material, in the line items assets or liabilities held for

sale, respectively, on the consolidated balance sheets. A long-lived asset or disposal group that is classified as held for

sale is measured at the lower of its cost or estimated fair value less any costs to sell. The fair values of assets held for

sale are assessed each reporting period and changes in such fair values are reported as an adjustment to the carrying

value of the asset or disposal group with an offset on the consolidated statements of operations, to the extent that any

subsequent changes in fair value do not exceed the cost basis of the asset or disposal group. Any loss resulting from the

transfer of long-lived assets or disposal groups to assets held for sale is recognized in the period in which the held for

sale criteria are met.

Discontinued operations

The results of operations of long-lived assets or a disposal group that the Company has either disposed of or has

classified as held for sale is reported as discontinued operations on the consolidated statements of operations if the

disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial

results.

22

Foreign currency transactions

Assets and liabilities denominated in non-U.S. currencies are translated into U.S. dollars using foreign currency

exchange rates prevailing at the end of the reporting period. Revenue and expenses are translated at the average

exchange rates for each reporting period. Foreign currency remeasurement gains or losses on transactions in

nonfunctional currencies are recognized in earnings. Gains or losses on translation of the financial statements of a non-

U.S. operation, when the functional currency is other than the U.S. dollar, are included, net of taxes, in the consolidated

statements of comprehensive income (loss).

Note 4. Recent Accounting Pronouncements

ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements Issued November 2025

This ASU clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge

accounting issues arising from global reference rate reform. The ASU is effective in reporting periods beginning after

December 15, 2026, including interim periods within the fiscal year, on a prospective basis. Early adoption is permitted.

The Company is currently assessing the impact upon adoption of this standard on the consolidated financial statements.

ASU 2025-08, Financial Instruments – Credit Losses (Topic 326): Purchased Loans Issued November 2025

This ASU expands the gross-up approach for initial recognition and measurement of acquired financial assets to

purchased seasoned loans. The ASU is effective in reporting periods beginning after December 15, 2026, including

interim periods within the fiscal year, on a prospective basis. Early adoption is permitted. The Company is currently

assessing the impact upon adoption of this standard on the consolidated financial statements.

ASU 2025-06, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted

Improvements to the Accounting for Internal-Use Software Issued September 2025

This ASU makes targeted improvements to increase the operability of the recognition guidance considering different

methods of software development. The ASU is effective in reporting periods beginning after December 15, 2027,

including interim periods within the fiscal year, on a prospective or retrospective basis, or using a modified transition

method. Early adoption is permitted. The Company is currently assessing the impact upon adoption of this standard on

the consolidated financial statements.

ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurements of Credit Losses for Accounts

Receivable and Contract Assets Issued July 2025

This ASU provides a practical expedient related to the estimation of expected credit losses. The ASU is effective in

reporting periods beginning after December 15, 2025, including interim periods within the fiscal year, on a prospective

basis. Early adoption is permitted. The adoption of this standard did not have an impact on the Company's consolidated

financial statements.

ASU 2025-03, Compensation – Business Combinations (Topic 805) and Consolidation (Topic 810) Determining

the Accounting Acquirer in the Acquisition of a Variable Interest Entity Issued May 2025

This ASU clarifies the guidance in determining the accounting acquirer in certain transactions involving VIEs. The ASU

is effective in reporting periods beginning after December 15, 2026, including interim periods within the fiscal year, on a

prospective basis. Early adoption is permitted. The Company is currently assessing the impact upon adoption of this

standard on the consolidated financial statements.

ASU 2024-04, Compensation – Debt Conversion and Other Topics (Subtopic 470-20) Induced Conversions of

Convertible Debt Instruments Issued November 2024

This ASU clarifies the requirements for settlement of a convertible debt instrument as an induced conversion. The ASU

is effective in reporting periods beginning after December 15, 2025, including interim periods within the fiscal year, on a

prospective or retrospective basis. Early adoption is permitted. The adoption of this standard did not have an impact on

the Company's consolidated financial statements.

23

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40) Issued November 2024

This ASU requires additional disclosure in the notes to financial statements of specified information about certain costs

and expenses. The ASU is effective in reporting periods beginning after December 15, 2026, and interim periods within

annual reporting periods beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is

permitted. The Company is currently assessing the impact upon adoption of this standard on the consolidated financial

statements.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued December 2023

This ASU improves income tax disclosure requirements, primarily through standardization of rate reconciliation

categories and disaggregation of income taxes paid by jurisdiction. The ASU is effective in reporting periods beginning

after December 15, 2024 on a prospective or retrospective basis. Early adoption is permitted. The adoption of this

standard did not have a material impact on the Company's consolidated financial statements.

Note 5. Business Combinations

UDF IV Merger

On March 13, 2025 the Company acquired UDF IV, a real estate investment trust providing capital solutions to

residential real estate developers and regional homebuilders. Refer to Note 1 for more information about the UDF IV

Merger. The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair

values. The methodologies used, and key assumptions made, to estimate the fair value of the assets acquired and

liabilities assumed are primarily based on future cash flows and discount rates.

The table below summarizes the fair value of assets acquired and liabilities assumed from the UDF IV Merger.

(in thousands) Preliminary Purchase<br><br>Price Allocation Measurement Period<br><br>Adjustments Updated Purchase Price<br><br>Allocation
Assets
Cash and cash equivalents $16,020 $— $16,020
Loans, net 158,469 10,836 169,305
Investment in unconsolidated joint ventures 5,290 5,290
Other Assets:
Accrued interest 1,231 1,231
Receivable from third party 738 738
Other 1,946 1,946
Total assets acquired $183,694 $10,836 $194,530
Liabilities
Accounts payable and other accrued liabilities 1,214 (605) 609
Contract liability 4,529 4,529
Total liabilities assumed $1,214 $3,924 $5,138
Net assets acquired $182,480 $6,912 $189,392

In a business combination, the initial allocation of the purchase price is considered preliminary and therefore, is subject

to change until the end of the measurement period. The final determination must occur within one year of the merger

date. Because the measurement period for the UDF IV Merger remained open until March 13, 2026, certain fair value

estimates changed once all information necessary to make a final fair value assessment was received. The amounts

presented in the table above pertained to the preliminary purchase price allocation reported at the time of the UDF IV

Merger based on information that was available to management at the time the consolidated financial statements were

prepared. The preliminary purchase price allocation changed as the Company completed its analysis of the fair value of

the assets acquired and liabilities assumed, which impacts the consolidated financial statements. Subsequent to the

determination of the preliminary purchase price allocation, the Company recorded a measurement period adjustment

based on the updated valuations obtained by increasing net assets acquired, decreasing the consideration transferred and

increasing the bargain purchase gain related to this transaction by $7.1 million.

24

The table below illustrates the aggregate consideration transferred, net assets acquired, and the related bargain purchase

gain, which was primarily driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of

UDF IV’s shares, and a change in our stock price between the date of the agreement and the closing date of the UDF IV

Merger.

(in thousands) Preliminary Purchase<br><br>Price Allocation Measurement Period<br><br>Adjustments Updated Purchase Price<br><br>Allocation
Fair value of net assets acquired $182,480 $6,912 $189,392
Consideration transferred based on the value of common stock issued 64,600 64,600
Contingent consideration 15,409 (167) 15,242
Total consideration transferred $80,009 $(167) $79,842
Bargain purchase gain $102,471 $7,079 $109,550

The table above includes contingent consideration in the form of CVRs valued at approximately $15.4 million or $1.21

per CVR. Subsequent to the determination of the preliminary purchase price allocation, based on updated valuations

obtained, the Company recorded a measurement period adjustment of $0.2 million to decrease the value of the CVR. As

of March 31, 2026, the updated purchase price of the CVRs was valued at approximately $15.2 million or $1.19 per

CVR. See note 7 for more information about the valuation of the CVRs.

Note 6. Loans and Allowance for Credit Losses

Loans includes (i) loans held for investment that are accounted for at amortized cost net of allowance for credit losses,

(ii) loans held at fair value under the fair value option, (iii) loans held for sale that are accounted for at the lower of cost

or fair value net of valuation allowance and (iv) loans held for sale at fair value under the fair value option. The

classification for a loan is based on product type and management’s strategy for the loan.

25

Loan portfolio

The table below summarizes the classification, unpaid principal balance (“UPB”), and carrying value of loans held by

the Company including loans of consolidated VIEs.

March 31, 2026 December 31, 2025
(in thousands) Carrying Value UPB Carrying Value UPB
Loans
Bridge $1,885,704 $1,970,165 $2,024,033 $2,082,823
Fixed rate 79,591 80,374 93,002 93,828
Construction 398,064 527,060 388,042 509,085
Freddie Mac 3,945 3,756 3,945 3,756
SBA - 7(a) 899,588 949,576 908,714 958,755
Other 83,668 112,994 82,562 112,194
Total Loans, net $3,350,560 $3,643,925 $3,500,298 $3,760,441
Loans in consolidated VIEs
Bridge 834,426 858,833
Fixed rate 530,757 532,849 558,119 560,230
SBA - 7(a) 130,265 140,521 134,761 145,185
Other 156,293 156,689 166,773 167,191
Total Loans, net, in consolidated VIEs $817,315 $830,059 $1,694,079 $1,731,439
Loans, held for sale
Bridge 273,030 346,644 457,336 521,116
Fixed rate 55,390 58,000
Freddie Mac 8,490 8,414 16,555 16,425
SBA - 7(a) 70,258 65,503 52,598 49,203
Other 8,450 7,727 3,941 3,622
Total Loans, held for sale $360,228 $428,288 $585,820 $648,366
Loans, held for sale in consolidated VIEs
Bridge 125,107 129,238
Total Loans, held for sale in consolidated VIEs $— $— $125,107 $129,238
Total $4,528,103 $4,902,272 $5,905,304 $6,269,484

In the table above, loans with the “Other” classification are generally LMM acquired loans that have nonconforming

characteristics for the Fixed rate, Bridge, Construction, or Freddie Mac classifications due to loan size, rate type,

collateral, or borrower criteria.

Loan vintage and credit quality indicators

The Company monitors the credit quality of its loan portfolio based on primary credit quality indicators, such as

delinquency rates. Loans that are 30 days or more past due, provide an indication of the borrower’s capacity and

willingness to meet its financial obligations.

26

The tables below summarize the classification, UPB, carrying value and gross write-offs of loans by year of origination.

Carrying Value by Year of Origination
(in thousands) UPB 2026 2025 2024 2023 2022 Pre 2022 Total
March 31, 2026
Bridge $1,970,165 $— $13,912 $221,786 $102,324 $895,866 $651,816 $1,885,704
Fixed rate 613,223 25,791 584,557 610,348
Construction 527,060 43,430 90,900 19,300 109,901 134,533 398,064
Freddie Mac 3,756 2,568 1,377 3,945
SBA - 7(a) 1,090,097 25,675 147,160 157,605 106,463 235,881 357,069 1,029,853
Other 269,683 2,594 20,535 16,237 3,094 5,005 192,496 239,961
Total Loans, net $4,473,984 $28,269 $225,037 $489,096 $231,181 $1,273,821 $1,920,471 $4,167,875
Gross write-offs $— $464 $2,498 $2,800 $23,464 $15,147 $44,373
UPB 2025 2024 2023 2022 2021 Pre 2021 Total
December 31, 2025
Bridge $2,941,656 $86,350 $295,040 $186,723 $1,126,875 $1,089,802 $73,669 $2,858,459
Fixed rate 654,058 35,383 175,988 439,750 651,121
Construction 509,085 32,342 70,551 19,300 108,931 18,341 138,577 388,042
Freddie Mac 3,756 2,568 1,377 3,945
SBA - 7(a) 1,103,940 150,888 162,885 115,567 244,353 160,780 209,002 1,043,475
Other 279,385 21,197 16,220 3,130 5,026 581 203,181 249,335
Total Loans, net $5,491,880 $290,777 $547,264 $324,720 $1,521,945 $1,445,492 $1,064,179 $5,194,377
Gross write-offs $262 $4,515 $5,993 $1,438 $5,900 $184,402 $202,510

The tables below present delinquency information on loans, net by year of origination.

Carrying Value by Year of Origination
(in thousands) UPB 2026 2025 2024 2023 2022 Pre 2022 Total
March 31, 2026
Current $3,526,286 $28,195 $218,150 $381,119 $220,910 $921,002 $1,559,717 $3,329,093
30 - 59 days past due 227,440 10 4,555 25,666 5,069 81,711 102,504 219,515
60+ days past due 720,258 64 2,332 82,311 5,202 271,108 258,250 619,267
Total Loans, net $4,473,984 $28,269 $225,037 $489,096 $231,181 $1,273,821 $1,920,471 $4,167,875
UPB 2025 2024 2023 2022 2021 Pre 2021 Total
December 31, 2025
Current $4,478,531 $286,900 $386,892 $293,829 $1,152,549 $1,171,991 $983,329 $4,275,490
30 - 59 days past due 392,885 1,788 126,870 9,336 147,167 92,247 11,691 389,099
60+ days past due 620,464 2,089 33,502 21,555 222,229 181,254 69,159 529,788
Total Loans, net $5,491,880 $290,777 $547,264 $324,720 $1,521,945 $1,445,492 $1,064,179 $5,194,377

The table below presents delinquency information on loans, net by portfolio.

(in thousands) Current 30 - 59 days<br><br>past due 60+ days past<br><br>due Total Non-Accrual<br><br>Loans 90+ days past<br><br>due and<br><br>Accruing
March 31, 2026
Bridge $1,221,900 $132,530 $531,274 $1,885,704 $1,065,566 $—
Fixed rate 569,617 15,073 25,658 610,348 25,659
Construction 356,199 20,577 21,288 398,064 40,587
Freddie Mac 3,945 3,945 3,945
SBA - 7(a) 948,452 48,060 33,341 1,029,853 80,727 4,738
Other 232,925 3,275 3,761 239,961 4,115 69
Total Loans, net $3,329,093 $219,515 $619,267 $4,167,875 $1,220,599 $4,807
Percentage of loans outstanding 79.8% 5.3% 14.9% 100% 29.3% 0.1%
December 31, 2025
Bridge $2,099,318 $358,838 $400,303 $2,858,459 $1,151,022 $—
Fixed rate 621,708 3,279 26,134 651,121 20,738
Construction 343,450 1,496 43,096 388,042 62,395
Freddie Mac 3,945 3,945 3,945
SBA - 7(a) 971,069 20,669 51,737 1,043,475 84,795 90
Other 239,945 4,817 4,573 249,335 4,229
Total Loans, net $4,275,490 $389,099 $529,788 $5,194,377 $1,327,124 $90
Percentage of loans outstanding 82.3% 7.5% 10.2% 100% 25.5% —%

27

In addition to delinquency rates, the current estimated LTV ratio, geographic distribution of the loan collateral and

collateral concentration are primary credit quality indicators that provide insight into a borrower’s capacity and

willingness to meet its financial obligation. High LTV loans tend to have higher delinquency rates than loans where the

borrower has equity in the collateral. The geographic distribution of the loan collateral considers factors such as the

regional economy, property price changes and specific events such as natural disasters, which will affect credit quality.

The collateral concentration of the loan portfolio considers economic factors or events may have a more pronounced

impact on certain sectors or property types.

The table below presents quantitative information on the credit quality of loans, net.

LTV(1)
(in thousands) 0.0 – 20.0% 20.1 – 40.0% 40.1 – 60.0% 60.1 – 80.0% 80.1 – 100.0% Greater than<br><br>100.0% Total
March 31, 2026
Bridge $— $17,833 $129,827 $642,859 $693,135 $402,050 $1,885,704
Fixed rate 437 22,309 284,626 277,316 17,335 8,325 610,348
Construction 2,582 13,344 111,582 127,082 63,637 79,837 398,064
Freddie Mac 3,945 3,945
SBA - 7(a) 12,943 59,329 147,501 302,793 154,831 352,456 1,029,853
Other 62,542 74,929 61,549 24,618 13,663 2,660 239,961
Total Loans, net $78,504 $187,744 $735,085 $1,378,613 $942,601 $845,328 $4,167,875
Percentage of loans outstanding 1.9% 4.5% 17.6% 33.1% 22.6% 20.3% 100%
December 31, 2025
Bridge $1,463 $29,207 $188,215 $1,235,997 $906,428 $497,149 $2,858,459
Fixed rate 19 23,042 294,209 308,158 17,368 8,325 651,121
Construction 11,162 14,708 84,525 147,776 49,540 80,331 388,042
Freddie Mac 3,945 3,945
SBA - 7(a) 13,516 58,812 148,369 305,993 158,710 358,075 1,043,475
Other 66,133 77,651 63,158 28,114 11,347 2,932 249,335
Total Loans, net $92,293 $203,420 $778,476 $2,029,983 $1,143,393 $946,812 $5,194,377
Percentage of loans outstanding 1.8% 3.9% 15.0% 39.1% 22.0% 18.2% 100%

(1)LTV is calculated by dividing the current UPB by the most recent collateral value received. The most recent value for performing loans is often the third-party as-is

valuation utilized during the original underwriting process.

The table below presents the geographic concentration of loans, net, secured by real estate.

Geographic Concentration (% of UPB) March 31, 2026 December 31, 2025
Texas 25.4% 25.8%
California 11.0 12.7
Arizona 10.4 9.2
Florida 7.6 8.9
Georgia 5.8 6.0
New York 4.2 3.7
Washington 3.8 3.1
North Carolina 2.2 2.0
Ohio 2.2 1.8
New Jersey 2.2 1.8
Other 25.2 25.0
Total 100% 100%

The table below presents the collateral type concentration of loans, net.

Collateral Concentration (% of UPB) March 31, 2026 December 31, 2025
Multi-family 49.9% 56.6%
SBA 24.4 20.1
Land 5.6 4.3
Retail 5.4 4.7
Industrial 4.7 4.0
Office 3.2 3.2
Mixed Use 2.6 3.0
Other 4.2 4.1
Total 100% 100%

28

The table below presents the collateral type concentration of SBA loans within loans, net.

Collateral Concentration (% of UPB) March 31, 2026 December 31, 2025
Lodging 20.7% 21.2%
Grocery Stores 8.4 8.7
Eating Places 7.6 7.6
Child Day Care Services 4.9 5.2
General Freight Trucking, Local 4.4 4.4
Gasoline Service Stations 2.9 2.8
Offices of Physicians 2.3 2.3
Coin-Operated Laundries and Drycleaners 2.1 2.1
Car Washes 1.8 1.7
Funeral Service & Crematories 0.9 0.9
Other 44.0 43.1
Total 100% 100%

Allowance for credit losses

The allowance for credit losses consists of the allowance for losses on loans and lending commitments accounted for at

amortized cost. Such loans and lending commitments are reviewed quarterly considering credit quality indicators,

including probable and historical losses, collateral values, LTV ratios, and economic conditions.

The table below presents the allowance for loan losses by loan product and impairment methodology.

(in thousands) Bridge Fixed rate Construction SBA - 7(a) Other Total
March 31, 2026
General $1,782 $1,239 $982 $28,674 $1,448 $34,125
Specific 81,046 1,838 27,273 10,161 10,091 130,409
PCD 71,133 71,133
Ending balance $82,828 $3,077 $99,388 $38,835 $11,539 $235,667
December 31, 2025
General $7,921 $1,749 $587 $28,615 $1,427 $40,299
Specific 72,714 1,596 22,917 10,039 10,091 117,357
PCD 60,861 60,861
Ending balance $80,635 $3,345 $84,365 $38,654 $11,518 $218,517

The table below presents a summary of the changes in the allowance for loan losses.

(in thousands) Bridge Fixed rate Construction SBA - 7(a) Other Total
Three Months Ended March 31, 2026
Beginning balance $80,635 $3,345 $84,365 $38,654 $11,518 $218,517
Provision for (recoveries of) loan losses 41,157 (268) 12,902 4,386 21 58,198
Time value of money adjustment 3,127 3,127
Charge-offs and sales (38,964) (1,006) (4,403) (44,373)
Recoveries 198 198
Ending balance $82,828 $3,077 $99,388 $38,835 $11,539 $235,667
Three Months Ended March 31, 2025
Beginning balance $170,445 $5,114 $140,139 $22,087 $2,154 $339,939
Provisions for (recoveries of) loan losses (139,396) 5,116 10,490 8,088 701 (115,001)
PCD 16,626 16,626
Charge-offs and sales (1,000) (1,204) (226) (2,430)
Recoveries 86 86
Ending balance $31,049 $9,230 $166,051 $30,035 $2,855 $239,220

The table above excludes $8.0 million and $2.9 million of allowance for loan losses on unfunded lending commitments

as of March 31, 2026 and March 31, 2025, respectively. Refer to Note 3 – Summary of Significant Accounting Policies

for more information on accounting policies, methodologies and judgment applied to determine the allowance for loan

losses and lending commitments.

29

Non-accrual loans

A loan is placed on nonaccrual status when it is probable that principal and interest will not be collected under the

original contractual terms. At that time, interest income is no longer accrued.

The table below presents information on non-accrual loans.

(in thousands) March 31, 2026 December 31, 2025
Non-accrual loans
With an allowance $1,198,578 $1,290,859
Without an allowance 22,021 36,265
Total carrying value of non-accrual loans $1,220,599 $1,327,124
Allowance for loan losses related to non-accrual loans $(146,652) $(133,750)
UPB of non-accrual loans $1,373,876 $1,466,969
March 31, 2026 March 31, 2025
Interest income on non-accrual loans for the three months ended $9,128 $3,214

Loan modifications made to borrowers experiencing financial difficulty

In certain situations, the Company may provide loan modifications to borrowers experiencing financial difficulty. These

modifications may include interest rate reductions, principal forgiveness, term extensions, and other-than-insignificant

payment delays intended to minimize the Company’s economic loss and to avoid foreclosure or repossession of

collateral.

Three months ended March 31, 2026. During the three months ended March 31, 2026, the Company entered into 50 loan

modifications with an aggregate carrying value of $232.2 million, or 5.6% of total loans, net. These modified loans

include a combination of changes to the contractual terms which were in the form of interest rate reductions, term

extensions and other-than-insignificant payment delays.

There were 5 loans with an aggregate carrying value of $145.4 million, or 3.5% of loans, net, that were modified to

include both term extensions which ranged between 2 and 60 months with a weighted average of 14 months added to the

original loan term and interest payment deferrals which ranged between 2 and 9 months with a weighted average of 3

months. There were 44 loans with an aggregate carrying value of $86.7 million, or 2.1% of loans, net that were modified

to include interest payment deferrals which ranged between 3 and 23 months with a weighted average of 4 months and

include payments for periods before the modification date. There was 1 loan with a carrying value of $0.1 million, or

less than 0.1% of loans, net that was modified to include both a 14 month interest payment deferral and an interest rate

reduction from Prime + 2.75% to a fixed rate of 9.00% from February 2026 to May 2033. Interest payment deferral

payment modifications include the reduction of interest payments to equal excess net operating income with the

difference between the original rate and the interest collected due at maturity. In most cases, default interest is waived.

During the three months ended March 31, 2026, no capital was invested by the borrowers.

Three months ended March 31, 2025. During the three months ended March 31, 2025, the Company entered into 23 loan

modifications with an aggregate carrying value of $166.0 million, or 2.2% of total loans, net. These modified loans

include a combination of changes to the contractual terms which were in the form of term extensions and other-than-

insignificant payment delays.

There were 2 loans with an aggregate carrying value of $66.4 million, or 0.9% of loans, net that were assumed by new

borrowers and modified to include both term extensions and interest payment deferrals. The term extensions ranged

between 19 and 32 months with a weighted average of 25 months added to the original loan term. Interest payment

deferrals ranged between 12 and 24 months with a weighted average of 17 months. There was 1 loan with a carrying

value of $44.2 million, or 0.5% of loans, net that was assumed by a new borrower with a 35 months term extension

added to the original loan term. There were 4 loans with an aggregate carrying value of $29.6 million, or 0.4% of loans,

net that were modified to include both term extensions and interest payment deferrals. The term extensions ranged

between 12 and 60 months with a weighted average of 14 months added to the original loan term. Interest payment

deferrals ranged between 6 and 24 months with a weighted average of 15 months and include payments for periods

before the modification date. There were 6 loans with an aggregate carrying value of $21.1 million, or 0.3% of loans, net

that were modified to include term extensions which ranged between 5 and 60 months with a weighted average of 16

30

months added to the original loan term. There were 10 loans with an aggregate carrying value of $4.7 million, or 0.1% of

loans, net that were modified to include interest payment deferrals which ranged between 6 and 16 months with a

weighted average of 6 months and include payments for periods before the modification date. Interest payment deferral

payment modifications include the reduction of interest payments to equal excess net operating income with the

difference between the original rate and the interest collected due at maturity. In most cases, default interest is waived.

During the three months ended March 31, 2025, $10.2 million of total capital was invested by the borrowers,

substantially all in the form of payments in contribution to reserve accounts.

The remaining elements of the Company’s modification programs are generally considered insignificant and do not have

a material impact on financial results.

Allowance for loan losses. The Company’s allowance for loan losses reflects estimates of expected life-time loan losses,

which considers historical loan losses including losses from modified loans to borrowers experiencing financial

difficulty. The Company continues to estimate the allowance for loan losses after modification using loan-specific

inputs. A majority of the modified loans during the three months ended March 31, 2026 were performing in accordance

with the modified contractual terms however, $232.2 million were on nonaccrual status regarding the ultimate

collectability of the contractually due principal and interest. Substantially all of the modified loans during the three

months ended March 31, 2025 were on accrual status and performing in accordance with the modified contractual terms.

Loans with modifications disclosed in the previous twelve months are performing in accordance with their modified

terms as of March 31, 2026, except for 52 loans with a carrying value of $185.8 million which did not make payments in

accordance with their modified terms during the three months ended March 31, 2026.

On loans for which the Company determines foreclosure of the collateral is probable, expected losses are measured

based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the

measurement date. As of March 31, 2026 and December 31, 2025, the Company’s total carrying amount of loans in the

foreclosure process was $25.7 million and $17.9 million, respectively.

Lending commitments. For the three months ended March 31, 2026 and March 31, 2025, lending commitments to

borrowers experiencing financial difficulty for which the Company has modified the loan terms were $2.2 million and

$6.8 million, respectively.

PCD loans

On March 13, 2025, the Company acquired PCD loans in connection with the UDF IV Merger. Subsequent to the

determination of the preliminary purchase price allocation, based on updated valuations obtained, the Company recorded

a measurement period adjustment of $36.3 million to increase the PCD allowance. Refer to Note 5 for further details on

assets acquired and liabilities assumed in connection with the UDF IV Merger. The table below presents a reconciliation

of the Company’s purchase price with the par value of the purchased loans.

(in thousands) Preliminary Purchase<br><br>Price Allocation Measurement Period<br><br>Adjustments Updated Purchase Price<br><br>Allocation
UPB $200,729 $(37,205) $163,524
Allowance for credit losses (16,626) (36,291) (52,917)
Non-credit discount (87,141) 48,456 (38,685)
Purchase price of loans classified as PCD $96,962 $(25,040) $71,922

The Company did not acquire any PCD loans during the three months ended March 31, 2026.

Note 7. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date. U.S. GAAP has a three-level hierarchy that prioritizes and ranks

the level of market price observability used in measuring financial instruments at fair value. Market price observability is

impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the

31

state of the marketplace (including the existence and transparency of transactions between market participants). The

Company’s valuation techniques for financial instruments use observable and unobservable inputs. Investments with

readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in an

orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in

measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Investments measured and reported at fair value are classified and disclosed into one of the following categories:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities that the Company has the

ability to access.

Level 2 — Pricing inputs are other than quoted prices in active markets, including, but not limited to, quoted prices for

similar assets and liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets

that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates,

yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated

inputs.

Level 3 — One or more pricing inputs is significant to the overall valuation and unobservable. Significant unobservable

inputs are based on the best information available in the circumstances, to the extent observable inputs are not available,

including the Company’s own assumptions used in determining the fair value of financial instruments. Fair value for

these investments is determined using valuation methodologies that consider a range of factors including, but not limited

to, the price at which the investment was acquired, the nature of the investment, local market conditions, trading values

on public exchanges for comparable securities, current and projected operating performance, and financing transactions

subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant

management judgment.

Valuation techniques of Level 3 investments vary by instrument type, but are generally based on an income, market or

cost-based approach. The income approach predominantly considers discounted cash flows which is the measure of

expected future cash flows in a default scenario, implied by the value of the underlying collateral, where applicable, and

current performance whereas the market-based approach predominantly considers pull-through rates, industry multiples

and the UPB. Fair value measurements of loans are sensitive to changes in assumptions regarding prepayments,

probability of default, loss severity in the event of default, forecasts of home prices, and significant activity or

developments in the real estate market.

Contingent consideration primarily consists of CVRs issued pursuant to the UDF IV Merger. Pursuant to the Contingent

Value Rights Agreement, dated as of March 13, 2025, by and among the Company and Computershare Inc. and its

affiliate Computershare Trust Company, N.A., on the issuance date following the end of each CVR accrual period, the

Company will issue to the CVR holders, with respect to each CVR, a number of shares of Company common stock equal

to 60% of any cash proceeds received between October 1, 2024 and December 31, 2028 from select loans in excess of

the outstanding amounts of such loans and net of certain costs, divided by the Company’s tangible book value per share,

with cash being paid in lieu of any fractional shares of Company common stock otherwise due to such holder. In

addition, each CVR holder will be entitled to receive (i) an amount in cash equal to the amount of any dividends or other

distributions paid with respect to the number of whole shares of Company common stock received by such holder in

respect of such holder’s CVRs and having a record date on or after the Effective Time and a payment date prior to the

issuance date of such shares of Company common stock (the “Catch-up Dividend Amount”) or (ii) a number of shares of

Company common stock equal to (A) the Catch-up Dividend Amount, divided by (B) the most recently publicly reported

tangible book value per share of Company common stock immediately preceding the issuance date of such shares of

Company common stock and (y) the amount of any dividends or other distributions payable with respect to such shares

of Company common stock and having a record date prior to the issuance date of such Company common stock and a

payment date on or after the relevant issuance date of such Company common stock. The fair value of the contingent

consideration in connection with the UDF IV Merger was determined using a discounted cash flow model which is based

on Level 3 inputs, including estimates of future cash proceeds generated from the underlying collateral of such loans and

discount rate. Fair value measurements of the contingent consideration liability are sensitive to changes in assumptions

related to future cash proceeds and discount rate.

32

As of March 31, 2026, the CVRs associated with the closing of the UDF IV Merger were valued at approximately $19.9

million or $1.56 per CVR.

In addition, the fair value of certain contingent consideration in connection with mergers and acquisitions was

determined using a Monte Carlo simulation model which considers various potential results based on Level 3 inputs,

including management’s latest estimates of future operating results. Fair value measurements of the contingent

consideration liability are sensitive to changes in assumptions related to earnings before tax, discount rate and risk-free

rate of return.

The final purchase price allocation associated with the closing of the Mosaic Mergers valued the contingent equity rights

at approximately $25.0 million or $0.83 per contingent equity right. On March 17, 2025, the contingent equity rights

expired with an aggregate consideration of zero.

In certain cases, the inputs used to measure fair value may be categorized into different levels of the fair value hierarchy.

In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant

to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value

measurement in its entirety requires judgment and considers factors specific to the investment.

The table below presents financial instruments carried at fair value on a recurring basis.

(in thousands) Level 1 Level 2 Level 3 Total
March 31, 2026
Assets:
Money market funds (1) $121,876 $— $— $121,876
Loans, net 462 462
Loans, held for sale 87,198 87,198
PPP loans (2) 266 266
MBS 31,649 31,649
Derivative instruments 4,104 4,104
Investment in unconsolidated joint ventures 5,517 5,517
Preferred equity investment (3) 72,651 72,651
Receivable from third party (2) 12,360 12,360
Total assets $121,876 $123,217 $90,990 $336,083
Liabilities:
Derivative instruments 948 948
Contingent consideration 20,441 20,441
Total liabilities $— $948 $20,441 $21,389
December 31, 2025
Assets:
Money market funds (1) $136,496 $— $— $136,496
Loans, net 737 737
Loans, held for sale 73,094 73,094
PPP loans (2) 208 208
MBS 34,501 34,501
Derivative instruments 6,740 6,740
Investment in unconsolidated joint ventures 5,737 5,737
Preferred equity investment (3) 79,887 79,887
Receivable from third party (2) 12,360 12,360
Total assets $136,496 $114,543 $98,721 $349,760
Liabilities:
Derivative instruments 1,432 1,432
Contingent consideration 18,698 18,698
Total liabilities $— $1,432 $18,698 $20,130

(1) Money market funds are included in cash and cash equivalents on the consolidated balance sheets

(2) Asset is included in other assets on the consolidated balance sheets

(3) Preferred equity investment held through consolidated joint ventures is included in assets of consolidated VIEs on the consolidated balance sheets

The table below presents the valuation techniques and significant unobservable inputs used to value Level 3 financial

instruments, using third party information without adjustment.

33

(in thousands) Fair Value Type Range Weighted Average
March 31, 2026
Assets:
Investment in unconsolidated joint<br><br>ventures 5,517 Discount rate 9.0% 9.0%
Preferred equity investment 72,651 Discount rate 12.0% 12.0%
Receivable from third party 12,360 Debt Yield Capitalization<br><br>Rate 7.3% 6.0% 7.3% 6.0%
Total assets 90,528
Liabilities:
Contingent consideration- Madison One (2) 496 Net income volatility Risk-<br><br>adjusted discount rate 64.0% 47.3% 64.0% 47.3%
Contingent consideration - UDF 19,945 Discount factor 18.5% 18.5%
Total liabilities 20,441
December 31, 2025
Assets:
Investment in unconsolidated joint<br><br>ventures 5,737 Discount rate 9.0% 9.0%
Preferred equity investment 79,887 Discount rate 12.0% 12.0%
Receivable from third party 12,360 Debt Yield Capitalization<br><br>Rate 7.3% 6.0% 7.3% 6.0%
Total assets 97,984
Liabilities:
Contingent consideration- Madison One (2) 526 Net income volatility Risk-<br><br>adjusted discount rate 64.0% 50.8% 64.0% 50.8%
Contingent consideration - UDF 18,172 Discount factor 18% 18%
Total liabilities 18,698

All values are in US Dollars.

(1) Prices are weighted based on the UPB of the loans and securities included in the range for each class.

(2) Contingent Consideration- Madison One refers to the contingent consideration in connection with the acquisition of Madison One Capital, M1 CUSO and Madison One

Lender Services (“Madison One”) on June 5, 2024.

Included within Level 3 assets of $91.0 million as of March 31, 2026 and $98.7 million as of December 31, 2025, is $0.5

million and $0.7 million, respectively, of transaction prices in which quantitative unobservable inputs are not developed

by the Company when measuring fair value.

34

The table below presents a summary of changes in fair value for Level 3 assets and liabilities.

Three Months Ended March 31,
(in thousands) 2026 2025
Assets:
Loans, net
Beginning balance $737 $3,533
Purchases or Originations 122
Sales / Principal payments (468) (834)
Unrealized gains (losses), net 71 (681)
Ending balance $462 $2,018
Loans, held for sale
Beginning balance 2,750
Unrealized gains (losses), net 10
Ending balance $— $2,760
Investment in unconsolidated joint ventures
Beginning balance 5,737 6,577
Unrealized gains (losses), net (220) (206)
Ending balance $5,517 $6,371
Preferred equity investment (1)
Beginning balance 79,887 92,810
Unrealized gains (losses), net (7,236)
Ending balance $72,651 $92,810
Receivable from third party
Beginning balance 12,360
Ending balance $12,360 $—
Total assets
Beginning balance 98,721 105,670
Purchases or Originations 122
Sales / Principal payments (468) (834)
Unrealized gains (losses), net (7,385) (877)
Ending balance $90,990 $103,959
Liabilities:
Contingent consideration
Beginning balance 18,698 573
Unrealized (gains) losses, net 1,743
Mergers and acquisitions (2) 15,409
Ending balance $20,441 $15,982

(1)Preferred equity investment held through consolidated joint ventures is included in assets of consolidated VIE's on the consolidated balance sheets.

(2)Includes assets acquired and liabilities assumed as a result of the UDF IV Merger in 2025. Refer to Note 5 for further details on assets acquired and liabilities assumed in

connection with the UDF IV Merger.

The Company’s policy is to recognize transfers in and transfers out as of the end of the period of the event or the date of

the change in circumstances that caused the transfer. Transfers between Level 2 and Level 3 generally relate to whether

there were changes in the significant relevant observable and unobservable inputs that are available for the fair value

measurements of such financial instruments.

Financial instruments not carried at fair value

The table below presents the carrying value and estimated fair value of financial instruments that are not carried at fair

value and are classified as Level 3.

35

March 31, 2026 December 31, 2025
(in thousands) Carrying Value Estimated<br><br>Fair Value Carrying Value Estimated<br><br>Fair Value
Assets:
Loans, net $4,167,413 $3,883,760 $5,193,640 $5,022,286
Loans, held for sale 273,030 273,030 637,833 637,833
Servicing rights 123,687 141,334 126,279 143,179
Total assets $4,564,130 $4,298,124 $5,957,752 $5,803,298
Liabilities:
Secured borrowings 2,321,443 2,321,443 2,788,926 2,788,926
Securitized debt obligations of consolidated VIEs, net 526,535 501,331 1,174,785 1,150,551
Senior secured notes, net 723,707 700,944 722,729 711,705
Guaranteed loan financing 501,736 527,111 524,091 550,556
Corporate debt, net 536,972 480,295 652,487 617,477
Total liabilities $4,610,393 $4,531,124 $5,863,018 $5,819,215

As of both March 31, 2026 and December 31, 2025, other assets and accounts payable and accrued liabilities are not

carried at fair value but generally approximate fair value. Further details are presented in Note 18 – Other Assets and

Other Liabilities.

Note 8. Servicing Rights

The Company performs servicing activities for third parties, which primarily include collecting principal, interest and

other payments from borrowers, remitting the corresponding payments to investors and monitoring delinquencies. The

Company’s servicing fees are specified by pooling and servicing agreements.

The table below presents information about servicing rights at amortized cost.

(in thousands) 2025
SBA
Beginning net carrying amount $39,227
Additions 4,863
Amortization (1,634)
Recovery (impairment) 833
Ending net carrying amount $43,289
Multi-family
Beginning net carrying amount 67,996
Additions 572
Amortization (3,009)
Ending net carrying amount $65,559
A
Beginning net carrying amount 16,465
Additions 689
Amortization (687)
Recovery 19
Ending net carrying amount $16,486
Small business loans
Beginning net carrying amount 4,752
Additions 544
Amortization (789)
Impairment (27)
Ending net carrying amount $4,480
Total servicing rights $129,814

All values are in US Dollars.

The Company’s servicing rights are carried at amortized cost and evaluated quarterly for impairment. The Company

estimates the fair value of these servicing rights by using a combination of internal models and data provided by third-

party valuation experts. The assumptions used in the Company’s internal models include forward prepayment rates,

forward default rates, discount rates, and servicing expenses.

36

The Company’s models calculate the present value of expected future cash flows utilizing assumptions that it believes

are used by market participants. Forward prepayment rates, forward default rates and discount rates are derived from

historical experiences adjusted for prevailing market conditions. Components of the estimated future cash flows include

servicing fees, late fees, other ancillary fees and cost of servicing.

The table below presents additional information about servicing rights at amortized cost.

As of March 31, 2026 As of December 31, 2025
(in thousands) UPB Carrying Value UPB Carrying Value
SBA $1,902,485 $39,971 $1,916,211 $41,056
Multi-family 6,269,434 60,008 6,318,735 61,331
USDA 698,288 20,767 699,779 20,620
Small business loans 398,679 2,941 419,016 3,272
Total $9,268,886 $123,687 $9,353,741 $126,279

The table below presents significant assumptions used in the estimated valuation of servicing rights at amortized cost.

December 31, 2025
Weighted Average Range of input values Weighted Average
SBA
Forward prepayment rate - 21.6% 9.4% 6.0% - 21.6% 9.8%
Forward default rate - 3.8% 1.2% 0.0% - 3.8% 1.3%
Discount rate - 21.1% 12.7% 7.4% - 19.0% 11.9%
Servicing expense - 0.4% 0.4% 0.4% - 0.4% 0.4%
Multi-family
Forward prepayment rate - 7.6% 2.4% 0.0% - 7.6% 7.3%
Forward default rate - 0.2% 0.1% 0.0% - 0.2% 0.1%
Discount rate - 5.2% 5.2% 5.2% - 5.2% 5.2%
Servicing expense - 0.8% 0.1% 0.0% - 0.8% 0.1%
A
Forward prepayment rate - 17.7% 12.5% 5.5% - 16.9% 12.1%
Discount rate - 5.1% 4.9% 4.9% - 6.0% 5.8%
Servicing expense - 0.3% 0.2% 0.1% - 0.3% 0.2%
Small business loans
Discount rate - 6.0% 6.0% 6.0% - 6.0% 6.0%
Servicing expense - 0.5% 0.5% 0.5% - 0.5% 0.5%

All values are in US Dollars.

Assumptions can change between and at each reporting period as market conditions and projected interest rates change.

37

The table below presents the possible impact of 10% and 20% adverse changes to key assumptions on servicing rights.

(in thousands) December 31, 2025
SBA
Forward prepayment rate
Impact of 10% adverse change $(1,228)
Impact of 20% adverse change $(2,390)
Forward default rate
Impact of 10% adverse change $(199)
Impact of 20% adverse change $(396)
Discount rate
Impact of 10% adverse change $(1,356)
Impact of 20% adverse change $(2,621)
Servicing expense
Impact of 10% adverse change $(2,697)
Impact of 20% adverse change $(5,394)
Multi-family
Forward prepayment rate
Impact of 10% adverse change $(470)
Impact of 20% adverse change $(923)
Forward default rate
Impact of 10% adverse change $(28)
Impact of 20% adverse change $(56)
Discount rate
Impact of 10% adverse change $(1,852)
Impact of 20% adverse change $(3,625)
Servicing expense
Impact of 10% adverse change $(2,422)
Impact of 20% adverse change $(4,845)
A
Forward prepayment rate
Impact of 10% adverse change $(1,066)
Impact of 20% adverse change $(2,040)
Discount rate
Impact of 10% adverse change $(526)
Impact of 20% adverse change $(1,027)
Servicing expense
Impact of 10% adverse change $(797)
Impact of 20% adverse change $(1,593)
Small business loans
Discount rate
Impact of 10% adverse change $(15)
Impact of 20% adverse change $(29)
Servicing expense
Impact of 10% adverse change $(280)
Impact of 20% adverse change $(560)

All values are in US Dollars.

The table below presents estimated future amortization expense for servicing rights.

(in thousands) March 31, 2026
2026 $17,417
2027 20,023
2028 16,720
2029 14,580
2030 12,825
Thereafter 42,122
Total $123,687

Note 9. Discontinued Operations and Assets and Liabilities Held for Sale

In the fourth quarter of 2023, the Company’s board of directors (the “Board”) approved a plan to strategically shift the

Company’s core focus to LMM commercial real estate lending and small business loans, which contemplates the

disposition of assets and liabilities of the Company’s Residential Mortgage Banking segment. Accordingly, the then

Residential Mortgage Banking segment met the criteria to be classified as held for sale on the consolidated balance

38

sheets, presented as discontinued operations on the consolidated statements of operations, and excluded from continuing

operations for all periods presented. In the second and fourth quarters of 2024, the Company sold $4.7 billion and

$2.9 billion of residential mortgage servicing rights for net proceeds of $61.8 million and $47.4 million, respectively, as

part of the Company’s disposition of its Residential Mortgage Banking segment. In the first quarter of 2025, the

Company sold $4.2 billion of residential mortgage servicing rights for net proceeds of $9.8 million. The Company

completed the disposition of its Residential Mortgage Banking segment effective on June 30, 2025 through the sale of all

of the issued and outstanding equity of GMFS, LLC. The aggregate consideration consists of approximately $3.5 million

paid at closing, as adjusted for closing and other costs related to the disposition and subject to customary post-closing

adjustments, plus certain deferred payments related to the sale of MSRs and an earnout opportunity not to exceed

$5.5 million in the approximately 30 months after closing based on the performance of the sold business.

The table below presents the operating results of the Residential Mortgage Banking segment presented as discontinued

operations.

Three Months Ended March 31,
(in thousands) 2026 2025
Interest income $— $2,118
Interest expense (2,024)
Net interest income (expense) $— $94
Non-interest income
Residential mortgage banking activities 10,415
Net realized gain (loss) on financial instruments 9,832
Net unrealized gain (loss) on financial instruments (8,952)
Servicing income, net of amortization and impairment 1,433
Other income 4
Total non-interest income $— $12,732
Non-interest expense
Employee compensation and benefits (3,561)
Variable expenses on residential mortgage banking activities (6,419)
Professional fees (548)
Loan servicing expense (1,428)
Other operating expenses (1,464)
Total non-interest expense $— $(13,420)
Loss from discontinued operations before income tax benefit (594)
Income tax benefit 149
Net loss from discontinued operations $— $(445)

Note 10. Secured Borrowings

The table below presents certain characteristics of secured borrowings.

Pledged Assets Carrying Value at
Lenders (1) Asset Class Current Maturity (2) Pricing (3) Facility Size Carrying<br><br>Value March 31, 2026 December 31, 2025
3 SBA loans April 2026 to June 2027 SOFR + 2.55%<br><br>Prime - 0.82% $335,000 $382,817 $301,025 $307,522
1 LMM loans - USD May 2026 SOFR + 1.35% 40,000 8,490 8,277 16,425
1 LMM loans - Non-USD (4) January 2027 EURIBOR +<br><br>3.00% 58,696 21,356 29,413 29,965
2 USDA loans June 2027 - August 2028 SOFR + 2.75% 198,500 33,851 19,285 31,204
Total borrowings under credit facilities and other financing agreements $632,196 $446,514 $358,000 $385,116
7 LMM loans June 2026 - September<br><br>2028 SOFR + 2.56% 3,425,000 2,997,237 1,841,176 2,277,028
5 MBS April 2026 - September<br><br>2026 5.38% 122,267 212,800 122,267 126,782
Total borrowings under repurchase agreements $3,547,267 $3,210,037 $1,963,443 $2,403,810
Total secured borrowings $4,179,463 $3,656,551 $2,321,443 $2,788,926

(1)Represents the total number of facility lenders.

(2)Current maturity does not reflect extension options available beyond original commitment terms.

(3)Asset class pricing is determined using an index rate plus a weighted average spread.

(4)Non-USD denominated credit facilities and repurchase agreements have been converted into USD for purposes of this disclosure.

39

In the table above, the agreements governing secured borrowings require maintenance of certain financial and debt

covenants. As of both March 31, 2026 and December 31, 2025, certain financing counterparties covenants calculations

were amended to exclude the PPPLF from certain covenant calculations. As of both March 31, 2026 and December 31,

2025 the Company was in compliance with all debt and financial covenants, as amended.

The table below presents the carrying value of collateral pledged with respect to secured borrowings outstanding.

Pledged Assets Carrying Value
(in thousands) March 31, 2026 December 31, 2025
Collateral pledged - borrowings under credit facilities and other financing agreements
Loans, held for sale $25,941 $28,516
Loans, net 420,573 423,151
Total $446,514 $451,667
Collateral pledged - borrowings under repurchase agreements
Loans, net 2,208,675 2,284,251
MBS 31,648 34,501
Retained interest in assets of consolidated VIEs 181,151 188,113
Loans, held for sale 272,230 506,883
Real estate acquired in settlement of loans 516,333 546,835
Total $3,210,037 $3,560,583
Total collateral pledged on secured borrowings $3,656,551 $4,012,250

Note 11. Senior Secured Notes and Corporate Debt, net

Senior secured notes, net

ReadyCap Holdings, LLC (“ReadyCap Holdings”) 4.50% senior secured notes due 2026. On October 20, 2021,

ReadyCap Holdings, an indirect subsidiary of the Company, completed the offer and sale of $350.0 million of its 4.50%

Senior Secured Notes due 2026 (the “2026 Senior Secured Notes”). The 2026 Senior Secured Notes are fully and

unconditionally guaranteed by the Company, each direct parent entity of ReadyCap Holdings, and other direct or indirect

subsidiaries of the Company from time to time that is a direct parent entity of Sutherland Asset III, LLC or otherwise

pledges collateral to secure the 2026 Senior Secured Notes (collectively, the “2026 SSN Guarantors”).

ReadyCap Holdings’ and the 2026 SSN Guarantors’ respective obligations under the 2026 Senior Secured Notes are

secured by a perfected first-priority lien on certain capital stock and assets (collectively, the “2026 SSN Collateral”)

owned by certain subsidiaries of the Company.

The 2026 Senior Secured Notes are redeemable by ReadyCap Holdings’ following a non-call period, through the

payment of the outstanding principal balance of the 2026 Senior Secured Notes plus a “make-whole” or other premium

that decreases the closer the 2026 Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to

repurchase the 2026 Senior Secured Notes at 101% of the principal balance of the 2026 Senior Secured Notes in the

event of a change in control and a downgrade of the rating on the 2026 Senior Secured Notes in connection therewith, as

set forth more fully in the note purchase agreement governing the 2026 Senior Secured Notes.

The 2026 Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary

negative covenants and requirements relating to the collateral and the Company, ReadyCap Holdings, and the 2026 SSN

Guarantors, including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth

ratio, and limitations on transactions with affiliates.

ReadyCap Holdings 9.375% senior secured notes due 2028. On February 21, 2025, ReadyCap Holdings completed the

offer and sale of $220.0 million of its 9.375% Senior Secured Notes due 2028 (the “2028 Senior Secured Notes” and,

with the 2026 Senior Secured Notes, collectively, the “Senior Secured Notes”) for net proceeds of $216.7 million before

expenses. The 2028 Senior Secured Notes are fully and unconditionally guaranteed by the Company and other direct or

indirect subsidiaries of the Company from time to time that pledge collateral to secure the 2028 Senior Secured Notes

(collectively, the “2028 SSN Guarantors”).

40

ReadyCap Holdings’ and the 2028 SSN Guarantors’ respective obligations under the 2028 Senior Secured Notes are

secured by a perfected first-priority lien on certain capital stock and assets (collectively, the “2028 SSN Collateral”)

owned by certain subsidiaries of the Company.

The 2028 Senior Secured Notes are redeemable by ReadyCap Holdings following a non-call period, through the

payment of the outstanding principal balance of the 2028 Senior Secured Notes plus a “make-whole” or other premium

that decreases the closer the 2028 Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to

repurchase the 2028 Senior Secured Notes at 101% of the principal balance of the 2028 Senior Secured Notes in the

event of a change in control and a downgrade of the rating on the 2028 Senior Secured Notes in connection therewith, as

set forth more fully in the note purchase agreement governing the 2028 Senior Secured Notes.

The 2028 Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary

negative covenants and requirements relating to the collateral and the Company, ReadyCap Holdings, and the 2028 SSN

Guarantors, including maintenance of minimum tangible net worth, maximum debt to net worth ratio, unencumbered

cash and asset requirements, and limitations on transactions with affiliates.

On April 16, 2025, ReadyCap Holdings issued an additional $50.0 million in aggregate principal amount of its 2028

Senior Secured Notes for net proceeds of $49.3 million before expenses. The additional notes are fungible with and

treated as a single series of debt securities as the Company’s 2028 Senior Secured Notes issued on February 21, 2025.

The Company used the net proceeds from the issuance of the additional notes to repay its indebtedness and for general

corporate purposes.

Ready Term Holdings, LLC (“Ready Term Holdings”) term loan due 2029. On April 12, 2024, Ready Term Holdings,

an indirect subsidiary of the Company, entered into a credit agreement which provides for a delayed draw term loan to

the Company in an aggregate principal amount not to exceed $115.25 million (the “Term Loan”). The Term Loan is fully

and unconditionally guaranteed by the Company and other direct or indirect subsidiaries of the Company from time to

time that pledge collateral to secure the Term Loan (collectively, the “Term Loan Guarantors”).

Ready Term Holdings’ and the Term Loan Guarantors’ respective obligations under the Term Loan are secured by a

perfected first-priority lien on certain capital stock and assets (collectively, the “Term Loan Collateral”) owned by

certain subsidiaries of the Company.

The Term Loan matures on April 12, 2029, and may be drawn at any time on or prior to January 12, 2025, subject to the

satisfaction of customary conditions. The Company borrowed $75.0 million in connection with the initial closing of the

Term Loan. On August 19, 2024, the Company borrowed an additional $20.0 million. The Term Loan bears interest on

the outstanding principal amount thereof at a rate equal to (a) SOFR plus 5.50% per annum or (b) base rate plus 4.50%

per annum; provided that if at any time the Term Loan is rated below investment grade, the interest rate shall increase to

(x) SOFR plus 6.50% per annum or (y) base rate plus 5.50% per annum until the rating is no longer below investment

grade. In connection with the entry into the credit agreement, the Company also agreed to pay certain upfront fees on the

initial borrowing date. The Company will also pay, with respect to any unused portion of the Term Loan, a commitment

fee of 1.00% per annum.

The Term Loan was issued pursuant to a credit agreement, which contains certain customary representations and

warranties and affirmative and negative covenants and requirements relating to the collateral and the Company, Ready

Term Holdings, and the Term Loan Guarantors, including maintenance of a minimum asset coverage ratio and a

maximum debt to equity ratio.

As of March 31, 2026, the Company was in compliance with all covenants with respect to the Senior Secured Notes and

the Term Loan, as amended.

Corporate debt, net

The Company issues senior unsecured notes in public and private transactions. The notes are governed by a base

indenture and supplemental indentures. Often, the notes are redeemable by us following a non-call period, through the

payment of the outstanding principal balance plus a “make-whole” or other premium that typically decreases the closer

the notes are to maturity. The Company often is required to offer to repurchase the notes, in some cases at 101% of the

41

principal balance of the notes, in the event of a change in control or fundamental change pertaining to our company, as

defined in the applicable supplemental indentures. The notes rank equal in right of payment to any of its existing and

future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of its existing and future

secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all

existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred

stock, if any, of our subsidiaries. The supplemental indentures governing the notes often contain customary negative

covenants and financial covenants relating to maintenance of minimum liquidity, minimum tangible net worth,

maximum debt to net worth ratio and limitations on transactions with affiliates.

In addition, in connection with the merger among the Company, Broadmark Realty Capital Inc. (“Broadmark”), and

RCC Merger Sub, LLC, a wholly owned subsidiary of the operating partnership (“RCC Merger Sub”), in which

Broadmark merged with and into RCC Merger Sub, with RCC Merger Sub remaining as a wholly owned subsidiary of

the operating partnership (the “Broadmark Merger”), RCC Merger Sub assumed Broadmark’s obligations on certain

senior unsecured notes. The note purchase agreement governing these notes contains financial covenants that require

compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as other

customary affirmative and negative covenants.

As of March 31, 2026, the Company was in compliance with all covenants with respect to its Corporate debt.

The table below presents information about senior secured notes and corporate debt issued through public and private

transactions.

(in thousands) Coupon Rate Maturity Date March 31, 2026
Senior secured notes principal amount(1) 4.50% 10/20/2026 $350,000
Senior secured notes principal amount(2) 9.375% 3/1/2028 270,000
Term loan principal amount(3) SOFR + 5.50% 4/12/2029 115,250
Unamortized discount (1,747)
Unamortized deferred financing costs (9,796)
Total senior secured notes, net $723,707
Corporate debt principal amount(4) 5.50% 12/30/2028 110,000
Corporate debt principal amount(5) 6.20% 7/30/2026 67,443
Corporate debt principal amount(6) 7.375% 7/31/2027 100,000
Corporate debt principal amount(7) 5.00% 11/15/2026 100,000
Corporate debt principal amount(8) 9.00% 12/15/2029 129,371
Unamortized discount - corporate debt (4,600)
Unamortized deferred financing costs - corporate debt (1,492)
Junior subordinated notes principal amount(9) SOFR + 3.10% 3/30/2035 15,000
Junior subordinated notes principal amount(10) SOFR + 3.10% 4/30/2035 21,250
Total corporate debt, net $536,972
Total carrying amount of debt $1,260,679

(1)Interest on the senior secured notes is payable semiannually on April 20 and October 20 of each year.

(2)Interest on the senior secured notes is payable semiannually on March 1 and September 1 of each year.

(3)Interest on the term loan is payable quarterly on January 12, April 12, July 12 and October 12 of each year.

(4)Interest on the corporate debt is payable semiannually on June 30 and December 30 of each year.

(5)Interest on the corporate debt is payable quarterly on January 30, April 30, July 30, and October 30 of each year.

(6)Interest on the corporate debt is payable semiannually on January 31 and July 31 of each year.

(7)Interest on the corporate debt is payable semiannually on May 15 and November 15 of each year; assumed as part of the Broadmark Merger (as defined above).

(8)Interest on the corporate debt is payable quarterly on March 15, June 15, September 15, and December 15 of each year.

(9) Interest on the Junior subordinated notes I-A is payable quarterly on March 30, June 30, September 30, and December 30 of each year.

(10) Interest on the Junior subordinated notes I-B is payable quarterly on January 30, April 30, July 30, and October 30 of each year.

42

The table below presents the contractual maturities for senior secured notes and corporate debt.

(in thousands) March 31, 2026
2026 $517,443
2027 100,000
2028 380,000
2029 244,621
2030
Thereafter 36,250
Total contractual amounts $1,278,314
Unamortized deferred financing costs, discounts, and premiums, net (17,635)
Total carrying amount of debt $1,260,679

Note 12. Guaranteed Loan Financing

Participations or other partial loan sales which do not meet the definition of a participating interest remain as an

investment in the consolidated balance sheets and the portion sold is recorded as guaranteed loan financing in the

liabilities section of the consolidated balance sheets. For these partial loan sales, the interest earned on the entire loan

balance is recorded as interest income and the interest earned by the buyer in the partial loan sale is recorded within

interest expense in the accompanying consolidated statements of operations. Guaranteed loan financings are secured by

loans of $500.9 million and $524.3 million as of March 31, 2026 and December 31, 2025, respectively.

The table below presents guaranteed loan financing and the related interest rates and maturity dates.

(in thousands) Weighted Average<br><br>Interest Rate Range of Interest<br><br>Rates Range of<br><br>Maturities (Years) Ending Balance
March 31, 2026 7.47% 1.45-12.25% 2026-2048 $501,736
December 31, 2025 7.97% 1.45-12.75% 2026-2048 $524,091

The table below presents the contractual maturities of guaranteed loan financing.

(in thousands) March 31, 2026
2026 $168
2027 2,319
2028 3,675
2029 6,236
2030 8,380
Thereafter 480,958
Total $501,736

Note 13. Variable Interest Entities and Securitization Activities

In the normal course of business, the Company enters into certain types of transactions with entities that are considered

to be VIEs. The Company’s primary involvement with VIEs has been related to its securitization transactions in which it

transfers assets to securitization vehicles, most notably trusts. The Company primarily securitizes its acquired and

originated loans, which provides a source of funding and has enabled it to transfer a certain portion of economic risk on

loans or related debt securities to third parties. The Company also transfers originated loans to securitization trusts

sponsored by third parties. Third-party securitizations are securitization entities in which it maintains an economic

interest but does not sponsor. The entity that has a controlling financial interest in a VIE is referred to as the primary

beneficiary and is required to consolidate the VIE. The majority of the VIE activity in which the Company is involved in

are consolidated within its financial statements. Refer to Note 3 – Summary of Significant Accounting Policies for a

discussion of accounting policies applied to the consolidation of the VIE and transfer of the loans in connection with the

securitization.

Consolidated VIEs

The Company consolidates variable interests held in an acquired joint venture investment for which it is the primary

beneficiary. The equity held by the remaining owners and their portions of net income (loss) are reflected in

stockholders’ equity on the consolidated balance sheets as Non-controlling interests and in the consolidated statements of

43

operations as Net income attributable to noncontrolling interests, respectively. As of March 31, 2026 and December 31,

2025, income and expenses on joint venture investments identified as consolidated VIEs were not material.

The table below presents assets and liabilities of consolidated VIEs.

(in thousands) March 31, 2026 December 31, 2025
Assets:
Cash and cash equivalents $803 $3
Restricted cash 1,064 1,944
Loans, net 817,315 1,694,079
Loans, held for sale 125,107
Preferred equity investment (1) 72,651 79,887
Receivable from third parties (1) 2,240 8,346
Accrued interest (1) 51,514 54,030
Real estate owned 15,288 15,288
Total assets $960,875 $1,978,684
Liabilities:
Securitized debt obligations of consolidated VIEs, net 526,535 1,174,785
Due to third parties (2) 3,313 2,517
Accounts payable and other accrued liabilities 4
Total liabilities $529,852 $1,177,302

(1)Assets are included in Assets of consolidated VIEs on the consolidated balance sheets.

(2)Due to third parties held through consolidated VIEs are included in Accounts payable and other accrued liabilities on the consolidated balance sheets.

Securitization-related VIEs

Company sponsored securitizations. In a securitization transaction, assets are transferred to a trust, which generally

meets the definition of a VIE. The Company’s primary securitization activity is in the form of LMM and SBL loan

securitizations, conducted through securitization trusts, which are typically consolidated, as the company is the primary

beneficiary.

As a result of the consolidation, the securitization is viewed as a loan financing to enable the creation of the senior

security and ultimately, sale to a third-party investor. As such, the senior security is presented in the consolidated balance

sheets as securitized debt obligations of consolidated VIEs. The third-party beneficial interest holders in the VIE have no

recourse against the Company, with the exception of an obligation to repurchase assets from the VIE in the event that

certain representations and warranties in relation to the loans sold to the VIE are breached. In the absence of such a

breach, the Company has no obligation to provide any other explicit or implicit support to any VIE.

The securitization trust receives principal and interest on the underlying loans and distributes those payments to the

certificate holders. The assets and other instruments held by the securitization trust are restricted in that they can only be

used to fulfill the obligations of the securitization trust. The risks associated with the Company’s involvement with the

VIE is limited to the risks and rights as a certificate holder of the securities retained by the Company.

The consolidation of securitization transactions includes the senior securities issued to third parties which are shown as

securitized debt obligations of consolidated VIEs in the consolidated balance sheets.

44

The table below presents additional information on the Company’s securitized debt obligations.

March 31, 2026 December 31, 2025
(in thousands) Current<br><br>Principal<br><br>Balance Carrying<br><br>Value Weighted<br><br>Average<br><br>Interest Rate Current<br><br>Principal<br><br>Balance Carrying<br><br>Value Weighted<br><br>Average<br><br>Interest Rate
ReadyCap Lending Small Business Trust 2019-2 $6,446 $5,368 6.8% $6,446 $6,446 6.9%
ReadyCap Lending Small Business Trust 2023-3 63,505 60,196 7.4 63,505 62,534 7.4
Sutherland Commercial Mortgage Trust 2019-SBC8 69,145 68,201 2.9 73,286 72,280 2.9
Sutherland Commercial Mortgage Trust 2021-SBC10 43,753 43,207 1.7 45,769 45,157 1.7
ReadyCap Commercial Mortgage Trust 2018-4 41,081 40,407 4.8 42,907 42,112 4.8
ReadyCap Commercial Mortgage Trust 2019-5 41,223 38,573 5.2 42,233 39,341 5.1
ReadyCap Commercial Mortgage Trust 2019-6 112,145 110,066 3.8 133,104 130,847 3.6
ReadyCap Commercial Mortgage Trust 2022-7 164,285 160,517 4.0 165,203 161,139 4.1
Ready Capital Mortgage Financing 2021-FL7 270,204 270,204 6.3
Ready Capital Mortgage Financing 2023-FL11 136,698 136,698 7.6
Ready Capital Mortgage Financing 2023-FL12 208,060 208,027 7.9
Total $541,583 $526,535 4.2% $1,187,415 $1,174,785 5.7%

Repayment of securitized debt will be dependent upon the cash flows generated by the loans in the securitization trust

that collateralize such debt. The actual cash flows from the securitized loans are comprised of coupon interest, scheduled

principal payments, prepayments and liquidations of the underlying loans. The actual term of the securitized debt may

differ significantly from the Company’s estimate given that actual interest collections, mortgage prepayments and/or

losses on liquidation of mortgages may differ significantly from those expected.

Third-party sponsored securitizations. For most third-party sponsored securitizations, the Company determined that it is

not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the

economic performance of these entities. Specifically, the Company does not manage these entities or otherwise solely

hold decision making powers that are significant, which include special servicing decisions. As a result of this

assessment, the Company does not consolidate any of the underlying assets and liabilities of these trusts and only

accounts for its specific interests in them.

Unconsolidated VIEs

The Company does not consolidate variable interests held in an acquired joint venture investment accounted for as an

equity method investment as it does not have the power to direct the activities that most significantly impact their

economic performance and therefore, the Company only accounts for its specific interest in them.

The table below reflects variable interests in identified VIEs for which the Company is not the primary beneficiary.

Carrying Amount Maximum Exposure to Loss (1)
(in thousands) March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025
MBS (2) $31,649 $31,161 $31,649 $31,161
Investment in unconsolidated joint ventures 167,251 161,424 167,251 161,424
Total assets in unconsolidated VIEs $198,900 $192,585 $198,900 $192,585

(1)Maximum exposure to loss is limited to the greater of the fair value or carrying value of the assets as of the consolidated balance sheet date.

(2)Retained interest in other third party sponsored securitizations.

Note 14. Interest Income and Interest Expense

Interest income and expense are recorded in the consolidated statements of operations and classified based on the nature

of the underlying asset or liability.

The table below presents the components of interest income and expense.

45

Three Months Ended March 31,
(in thousands) 2026 2025
Interest income
Loans, net
Bridge $28,228 $96,197
Fixed rate 7,027 10,215
Construction 10,935 7,543
SBA - 7(a) 19,900 26,999
PPP (1) 50 446
Other 4,937 6,291
Total loans, net (2) $71,077 $147,691
Loans, held for sale
Bridge 4,049
Fixed rate 411 26
Construction 327
SBA - 7(a) 1,408 2,381
Other 257 208
Total loans, held for sale (2) $6,125 $2,942
Loans, held at fair value
Other 9 38
Total loans, held at fair value $9 $38
Preferred equity investment (2) 3,253 3,302
MBS 1,266 994
Total interest income $81,730 $154,967
Interest expense
Secured borrowings (47,855) (41,123)
PPPLF borrowings (3) (14)
Securitized debt obligations of consolidated VIEs (14,526) (60,680)
Guaranteed loan financing (8,823) (12,930)
Senior secured notes (14,525) (10,110)
Corporate debt (11,105) (15,609)
Total interest expense $(96,834) $(140,466)
Net interest income (loss) before provision for loan losses $(15,104) $14,501

(1)Included in Other assets on the consolidated balance sheets.

(2)Includes interest income on assets in consolidated VIEs.

(3)Included in Other liabilities on the consolidated balance sheets.

Note 15. Derivative Instruments

The Company is exposed to changing interest rates and market conditions, which affect cash flows associated with

borrowings. The Company uses derivative instruments to manage interest rate risk and conditions in the commercial

mortgage market and, as such, views them as economic hedges. Interest rate swaps are used to mitigate the exposure to

changes in interest rates and involve the receipt of variable-rate interest amounts from a counterparty in exchange for

making payments based on a fixed interest rate over the life of the swap contract.

For derivative instruments where the Company has not elected hedge accounting, fair value adjustments are recorded in

earnings. The fair value adjustments for interest rate swaps, along with the related interest income, interest expense and

gains (losses) on termination of such instruments, are reported as a net realized gain on financial instruments in the

consolidated statements of operations.

As described in Note 3, for qualifying cash flow hedges, the change in the fair value of derivatives is recorded in OCI

and not recognized in the consolidated statements of operations. Derivative movements impacting earnings are

recognized on a consistent basis with the classification of the hedged item, primarily interest expense. The ineffective

portions of the cash flow hedges are immediately recognized in earnings.

46

The table below presents average notional derivative amounts, as this is the most relevant measure of volume, and

derivative assets and liabilities by type. Refer to Note 22 for further details on derivative assets and liabilities by product

type.

March 31, 2026 December 31, 2025
(in thousands) Primary Underlying Risk Notional<br><br>Amount Derivative<br><br>Asset Derivative<br><br>Liability Notional<br><br>Amount Derivative<br><br>Asset Derivative<br><br>Liability
Interest Rate Swaps - not designated as hedges Interest rate risk $26,300 $2,343 $— $26,300 $2,085 $—
Interest Rate Swaps - designated as hedges Interest rate risk 391,693 16,309 (23) 391,693 17,322 (224)
FX forwards Foreign exchange rate risk 20,731 340 (925) 20,731 340 (1,208)
Total $438,724 $18,992 $(948) $438,724 $19,747 $(1,432)

The table below presents gains and losses on derivatives.

(in thousands) Net Realized<br><br>Gain (Loss) Net Unrealized<br><br>Gain (Loss)
Three Months Ended March 31, 2026
Interest rate swaps $(82) $1,520
Total $(82) $1,520
Three Months Ended March 31, 2025
Interest rate swaps $1,946 $(515)
Total $1,946 $(515)

In the table above:

•Gains (losses) on interest rate swaps and FX forwards are recorded in net unrealized gain (loss) on financial

instruments or net realized gain (loss) on financial instruments in the consolidated statements of operations.

•For qualifying hedges of interest rate risk on interest rate swaps, the effective portion relating to the unrealized

gain (loss) on derivatives are recorded in AOCI.

The table below summarizes the gains and losses on derivatives which have qualified for hedge accounting.

(in thousands) Derivatives - effective portion<br><br>reclassified from AOCI to income Derivatives - effective portion<br><br>recorded in OCI Total change in OCI for period
Interest rate swaps
Three Months Ended March 31, 2026 $(218) $(112) $106
Three Months Ended March 31, 2025 $(252) $(4,196) $(3,944)

In the table above:

•Forecasted transactions on interest rates consists of benchmark interest rate hedges of SOFR indexed floating-

rate liabilities.

•Hedge ineffectiveness is the amount by which the cumulative gain or loss on the designated derivative

instrument exceeds the present value of the cumulative expected change in cash flows on the hedged item

attributable to the hedged risk.

•Amounts recorded in OCI for the period represents after tax amounts.

Note 16. Real Estate Owned

47

The table below presents details on the real estate owned portfolio.

(in thousands) March 31, 2026 December 31, 2025
REO, held for sale:
Mixed use $6,240 $19,709
Multi-family 86,724 79,141
Lodging 25,094 8,730
Residential 147,985 168,659
Office 9,797 9,686
Retail 3,880 3,880
Land 71,411 70,152
Other 544 187
Total REO, held for sale $351,675 $360,144
REO, held for use:
Land 21,469 21,469
Building and improvements, net 224,253 225,355
Furniture, fixtures and equipment, net 12,818 13,257
Total REO, held for use $258,540 $260,081
Total real estate owned $610,215 $620,225

In the table above:

•Depreciation expense related to REO, held for use was $1.6 million for the three months ended March 31, 2026.

Accumulated depreciation related to REO, held for use was $4.4 million as of March 31, 2026. There was no

such depreciation expense or accumulated depreciation as of or for the three months ended March 31, 2025.

•Other REO excludes $15.3 million as of both March 31, 2026 and December 31, 2025, of real estate owned,

held for sale within consolidated VIEs.

Note 17. Agreements and Transactions with Related Parties

Management Agreement

The Company has entered into a management agreement with its Manager (the “Management Agreement”), which

describes the services to be provided to the Company by its Manager and compensation for such services. The

Company’s Manager is responsible for managing the Company’s day-to-day operations, subject to the direction and

oversight of the Board.

Management fee. Pursuant to the terms of the Management Agreement, the 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.

The table below presents the management fee payable to the Manager.

Three Months Ended March 31,
2026 2025
Management fee - total $4.1million $5.6million
Management fee - amount unpaid $7.8million $5.6million

Incentive distribution. The Manager is entitled to an incentive distribution in an amount equal to the product of (i) 15%

and (ii) the excess of (a) core earnings as defined in the partnership agreement (IFCE) on a rolling four-quarter basis

over (b) an amount equal to 8.00% per annum multiplied by the weighted average of the issue price per share of the

common stock or OP units multiplied by the weighted average number of shares of common stock outstanding, provided

that IFCE over the prior twelve calendar quarters is greater than zero. For purposes of determining the incentive

distribution payable to the Manager, incentive fee core earnings (“IFCE”) is defined under the partnership agreement of

the 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,

48

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

independent directors.

The table below presents the Incentive fee payable to the Manager.

Three Months Ended March 31,
2026 2025
Incentive fee distribution - total $— $—
Incentive fee distribution - amount unpaid $— $—

The Management Agreement may be terminated upon the affirmative vote of at least two-thirds of the Company’s

independent directors or the holders of a majority of the outstanding common stock (excluding shares held by employees

and affiliates of the Manager), based upon (1) unsatisfactory performance by the Manager that is materially detrimental

to the Company or (2) a determination that the management fee payable to the Manager is not fair, subject to the

Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of

management fees agreed to by at least two-thirds of the Company’s independent directors. The Manager must be

provided with written notice of any such termination at least 180 days prior to the expiration of the then existing term.

Additionally, upon such a termination by the Company without cause (or upon termination by the Manager due to the

Company’s material breach), the management agreement provides that the Company will pay the Manager a termination

fee equal to three times the average annual base management fee earned by the 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 the Company is obligated to make a termination payment to the Manager, the

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.

The current term of the Management Agreement will expire on October 31, 2025 and is automatically renewed for

successive one-year terms on each anniversary thereafter; provided, however, that either the Company or the Manager

may terminate the Management Agreement annually upon 180 days prior notice. Under certain limited circumstances

described above, the Company and the operating partnership are required to make certain payments to the Manager upon

termination.

Expense reimbursement. In addition to the management fees and incentive distribution described above, the Company is

also responsible for reimbursing the Manager for certain expenses paid by the Manager on behalf of the Company and

for certain services provided by the Manager to the Company. Expenses incurred by the Manager and reimbursed by the

Company are typically included in salaries and benefits or general and administrative expense in the consolidated

statements of operations.

The table below presents reimbursable expenses payable to the Manager.

Three Months Ended March 31,
2026 2025
Reimbursable expenses payable to Manager - total $4.6million $4.9million
Reimbursable expenses payable to Manager - amount unpaid $7.4million $5.3million

Co-Investment with Manager

On July 15, 2022, the Company closed on a $125.0 million commitment to invest into a parallel vehicle, Waterfall Atlas

Anchor Feeder, LLC (the “Fund”), a fund managed by the Manager, in exchange for interests in the Fund. In exchange

for the Company’s commitment, the Company is entitled to 15% of any carried interest distributions received by the

general partner of the Fund such that over the life of the Fund, the Company receives 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

49

distressed and value-add real estate across property types with local operating partners. As of March 31, 2026, the

Company has contributed $95.8 million of cash into the Fund for a remaining commitment of $29.2 million.

Loan Referrals with Clients of the Manager

In February and March of 2026 the Company sourced three loan opportunities that were referred to and funded by clients

of the Manager. These opportunities were for loans with a total UPB of approximately $171.7 million, of which

$23.5 million was the refinance of one of the Company’s existing loans.

The Company received a fee of 0.6% of UPB in exchange for these referrals.

Note 18. Other Assets and Other Liabilities

The table below presents the composition of other assets and other liabilities.

(in thousands) March 31, 2026 December 31, 2025
Other assets:
Goodwill $49,501 $49,501
Deferred loan exit fees 10,143 19,179
Accrued interest 25,954 42,143
Due from servicers 28,008 71,999
Intangible assets 37,419 38,172
Receivable from third party 57,178 43,968
Deferred financing costs 10,392 12,489
Deferred tax asset 201,573 201,573
Tax receivable 16,733 719
Right-of-use lease asset 3,198 3,368
PPP receivables 6,820 8,783
Other 19,464 16,344
Other assets $466,383 $508,238
Accounts payable and other accrued liabilities:
Accrued salaries, wages and commissions 24,351 35,691
Accrued interest payable 33,664 40,306
Servicing principal and interest payable 18,418 19,388
Repair and denial reserve 12,682 12,328
Payable to related parties 4,235 9,720
PPP liabilities 3,834 8,592
Accrued professional fees 718 2,697
Lease payable 8,246 8,565
Liabilities of consolidated VIEs 3,317 2,517
Other 51,736 31,832
Total accounts payable and other accrued liabilities $161,201 $171,636

Goodwill

The table below presents the carrying value of goodwill by reportable segment.

(in thousands) March 31, 2026 December 31, 2025
LMM Commercial Real Estate $27,324 $27,324
Small Business Lending 22,177 22,177
Total $49,501 $49,501

50

Intangible assets

The table below presents information on intangible assets.

(in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value
March 31, 2026
Amortized intangible assets:
Internally developed software $27,204 $12,604 $14,600
Customer relationships 11,968 2,434 9,534
Broker network 7,250 1,750 5,500
Trade name 2,500 208 2,292
Above market leases 2,008 139 1,869
Other 3,566 1,204 2,362
Unamortized intangible assets:
Trademark 262 262
SBA license 1,000 1,000
Total intangible assets $55,758 $18,339 $37,419
Amortized intangible liabilities:
Below market leases $(426) $(22) $(404)
Total intangible liabilities $(426) $(22) $(404)
December 31, 2025
Amortized intangible assets:
Internally developed software $26,120 $11,520 $14,600
Customer relationships 10,299 2,236 8,063
Broker network 9,000 1,500 7,500
Above market leases 1,958 89 1,869
Other 3,536 1,158 2,378
Unamortized intangible assets:
Trade name 2,500 2,500
Trademark 262 262
SBA license 1,000 1,000
Total intangible assets $54,675 $16,503 $38,172
Amortized intangible liabilities:
Below market leases $(418) $(14) $(404)
Total intangible liabilities $(418) $(14) $(404)

The amortization expense related to intangible assets was $1.8 million for the three months ended March 31, 2026 and

$1.6 million for the three months ended March 31, 2025, respectively. Such amounts are recorded as other operating

expenses in the consolidated statements of operations.

The table below presents amortization expense related to finite-lived intangible assets for the subsequent five years.

(in thousands) March 31, 2026
2026 $5,449
2027 7,128
2028 6,102
2029 3,898
2030 2,475
Thereafter 10,701
Total $35,753

Note 19. Other Income and Operating Expenses

51

The table below presents the composition of other income and operating expenses.

Three Months Ended March 31,
(in thousands) 2026 2025
Other income:
Origination income $6,676 $7,012
Hotel income 8,439
Change in repair and denial reserve (354) (823)
Other 3,304 5,401
Total other income $18,065 $11,590
Other operating expenses:
Origination costs 3,189 6,456
Hotel expense 8,371
Technology expense 4,021 2,885
Rent and property tax expense 3,110 1,354
Depreciation and amortization expense 3,461 1,645
Recruiting, training and travel expense 1,211 780
Marketing expense 288 363
Other 5,363 2,640
Total other operating expenses $29,014 $16,123

Note 20. Redeemable Preferred Stock and Stockholders’ Equity

Common stock dividends

The table below presents dividends declared by the Board on common stock during the last twelve months.

Declaration Date Record Date Payment Date Dividend per Share
March 3, 2025 March 31, 2025 April 30, 2025 $0.125
June 13, 2025 June 30, 2025 July 31, 2025 $0.125
September 15, 2025 September 30, 2025 October 31, 2025 $0.125
December 15, 2025 December 31, 2025 January 30, 2025 $0.010
March 13, 2026 March 31, 2026 April 30, 2026 $0.010

Stock incentive plans

The Company currently maintains the 2023 Equity Incentive Plan which authorizes the Compensation Committee of the

Board to approve grants of equity-based awards to the Company’s officers and directors, and employees of the Manager

and its affiliates. On August 22, 2023, the Company’s stockholders approved the 2023 Equity Incentive Plan which

provides for grants of equity-based awards up to 5.5 million shares of the Company’s common stock. The Company

currently settles stock-based incentive awards with newly issued shares. The fair value of the RSUs and RSAs granted,

which is generally determined based upon the stock price on the grant date, is recorded as compensation expense on a

straight-line basis over the vesting periods for the awards, with an offsetting increase in stockholders’ equity.

In 2026, 2025, and 2024, the Company granted 2,185,687, 1,210,374, and 774,097, respectively, of time-based RSAs

under the 2023 Equity Incentive Plan to certain key employees. These awards generally vest ratably in equal annual

installments over a three-year period based solely on continued employment or service. In 2026, the Company also

granted 2,550,000 time-based RSUs (the “Employee RSUs”) under the 2023 Equity Incentive Plan to certain key

employees. The Employee RSUs will vest, in full, on December 31, 2028, based solely upon continued employment or

service. The Employee RSUs will be settled in cash or in shares of the Company’s common stock, dependent upon

whether the Company’s stockholders approve an amendment to the 2023 Equity Incentive Plan (the “2023 EIP

Amendment”) to increase the pool of shares available for grant at the Company’s 2026 annual meeting of stockholders.

If the 2023 EIP Amendment (i) is approved, then the Employee RSUs will be settled in shares of Company common

stock, but if it (ii) is not approved, the Employee RSUs will be settled in cash based upon the value per share of common

stock on the applicable vesting date. The Company also granted in 2026, 2025 and 2024 291,260, 89,285, and 126,930,

respectively, time-based RSAs and RSUs to non-employee directors of the Company, which vest ratably in equal

installments quarterly over a one-year period. Directors may elect to receive time-based RSAs or time-based RSUs that

have a deferred settlement date of their choosing. Dividends or dividend equivalents are currently paid on all time-based

RSAs and Employee RSUs, and dividend equivalents are paid on deferred RSU awards during their deferral period.

52

The table below summarizes RSU and RSA activity, excluding performance-based equity awards. See below for further

details on performance-based equity awards.

Restricted Stock Units/Awards
(in thousands, except share data) Number of<br><br>shares Grant date fair value Weighted-average<br><br>grant date fair value<br><br>(per share)
Outstanding, December 31, 2025 1,553,572 $11,940 $7.69
Granted 2,476,947 5,103 2.06
Vested (605,926) (4,614) 7.61
Forfeited (16,628) (75) 4.51
Outstanding, March 31, 2026 3,407,965 $12,354 $3.63

The Company recognized $1.6 million for the three months ended March 31, 2026 and $1.8 million for the three months

ended March 31, 2025 of non-cash compensation expense related to its stock-based incentive plan in the consolidated

statements of operations. As of March 31, 2026 and December 31, 2025, approximately $12.4 million and $11.9 million,

respectively, of non-cash compensation expense related to unvested awards had not yet been charged to net income.

These costs are expected to be amortized into compensation expense ratably over the course of the remaining vesting

periods.

Performance-based equity awards under the 2023 Equity Incentive Plan

2026 performance-based RSUs. In March of 2026, the Company granted, to certain key employees, 7,650,000

performance-based RSUs at a grant date fair value of $0.25 per performance-based RSU, based on an option pricing

model. These performance-based RSUs were designed based on total stockholder return, and will vest if the Company’s

common stock equals or exceeds certain milestones during the performance period commencing on March 1, 2026 and

ending December 31, 2028. The performance-based RSUs may vest in up to ten, approximately equal parts, provided

that the 30-day volume weighted average price of the Company’s common stock equals or exceeds ten, approximately

equally spaced milestones between specified points, and further conditioned upon the key employee’s continued

employment (with certain exceptions) with the Company or our Manager, as applicable. The actual number of shares that

the key employees receive at the end of the performance period may range from 0% to 100% of the total award. The

performance-based RSUs will be settled in cash or in shares of the Company’s common stock, dependent upon whether

the Company’s stockholders approve the 2023 EIP Amendment at the Company’s 2026 annual meeting of stockholders.

If the 2023 EIP Amendment (i) is approved, then the performance-based RSUs will be settled in shares of Company

common stock, but if it (ii) is not approved, the performance-based RSUs will be settled in cash based upon the value per

share of common stock on the applicable vesting date. The fair value of the performance-based RSUs is recorded as

compensation expense over the performance period and will cliff vest at the end of the three-year performance period,

with an offsetting increase in stockholders’ equity. Dividend equivalents are accrued by the Company during the

performance period and paid to the holder if and when the performance-based RSUs vest.

2025 performance-based RSUs. In February 2025, the Company granted, to certain key employees, 238,096

performance-based RSUs at a grant date fair value of $6.72 per performance-based RSU. The performance-based RSUs

are allocated 50% to awards that may be earned based on achievement of performance goals related to distributable

return on equity (“ROE”) for the three-year forward-looking period ending December 31, 2027 and 50% to awards that

may be earned based on achievement of performance goals related to relative TSR for such three-year forward-looking

performance period relative to the performance of a designated peer group. Subject to the distributable ROE metric and

relative TSR achieved during the performance period, the actual number of shares that the key employees receive at the

end of the performance period may range from 0% to 200% of the target award. The fair value of the performance-based

RSUs is recorded as compensation expense over the performance period and will cliff vest at the end of the three-year

performance period, with an offsetting increase in stockholders’ equity. Dividend equivalents are accrued by the

Company during the performance period and paid to the holder if and when the performance-based RSUs vest.

2024 performance-based RSUs. In February 2024, the Company granted, to certain key employees, 132,450

performance-based RSUs at a grant date fair value of $9.06 per performance-based RSU. The performance-based RSUs

are allocated 50% to awards that may be earned based on achievement of performance goals related to distributable ROE

for the three-year forward-looking period ending December 31, 2026 and 50% to awards that may be earned based on

achievement of performance goals related to relative TSR for such three-year forward-looking performance period

relative to the performance of a designated peer group. Subject to the distributable ROE metric and relative TSR

53

achieved during the performance period, the actual number of shares that the key employees receive at the end of the

performance period may range from 0% to 200% of the target award. The fair value of the performance-based RSUs is

recorded as compensation expense over the performance period and will cliff vest at the end of the three-year

performance period, with an offsetting increase in stockholders’ equity. Dividend equivalents are accrued by the

Company during the performance period and paid to the holder if and when the performance-based RSUs vest.

Performance-based equity awards under the 2013 Equity Incentive Plan

2023 performance-based RSUs. In June 2023, the Company granted, to certain key employees, 222,552 performance-

based RSUs at a grant date fair value of $10.11 per performance-based RSU, which could have been earned based on the

achievement of performance goals by the end of 2024 in relation to the Broadmark Merger. The awards were allocated

30% to awards that may be earned based on cost savings in 2024 as a percentage of the pre-merger Broadmark expense

run rate, 15% to awards that could have been earned based on the volume of Broadmark product originated from the

time of the merger through the end of 2024, 30% to awards that could have been earned based on the generation of

incremental liquidity from asset level financing, portfolio run-off, sales or corporate re-levering through the end of 2024,

and 25% to awards that could have been earned based on distributable ROE for 2024. Subject to the level of

achievement of these goals during the performance period, the actual number of shares that the key employees could

have received ranged from 0% to 200% of the target award. The fair value of the performance-based RSUs granted was

recorded as compensation expense over the performance period and vested 2/3rds on December 31, 2024, and 1/3rd on

December 31, 2025, with an offsetting increase in stockholders’ equity. Awards earned on December 31, 2024 based on

achievement of the applicable performance metrics but vesting on December 31, 2025 were converted into RSAs that

were eligible to vest on December 31, 2025 based on the key employee’s continued employment or service through that

date. Dividend equivalents were accrued by the Company during the performance period and paid to the holder if and

when the performance-based RSUs vested. Following the conclusion of the performance period on December 31, 2024,

the Board determined that the cost savings, product origination volumes and incremental liquidity generation goals were

achieved at maximum payout and the distributable ROE goal was not achieved. As such, on February 3, 2025, the Board

approved the settlement of 333,828 performance-based RSUs. The fair value of the performance-based RSUs granted

was recorded as compensation expense over the performance period with an offsetting increase in stockholders’ equity.

In February 2023, the Company granted, to certain key employees, 92,451 performance-based RSUs at a grant date fair

value of $12.98 per performance-based RSU. The performance-based RSUs were allocated 50% to awards that could

have been earned based on achievement of performance goals related to distributable ROE for the three-year forward-

looking period ending December 31, 2025 and 50% to awards that could have been earned based on achievement of

performance goals related to relative TSR for such three-year forward-looking performance period relative to the

performance of a designated peer group. Subject to the distributable ROE metric and relative TSR achieved during the

performance period, the actual number of shares that the key employees received at the end of the performance period

could have ranged from 0% to 200% of the target award. The fair value of the performance-based RSUs was recorded as

compensation expense over the performance period and vested at the end of the three-year performance period, with an

offsetting increase in stockholders’ equity. Dividend equivalents were accrued by the Company during the performance

period and paid to the holder if and when the performance-based RSUs vested. 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 were therefore forfeited.

2022 performance-based RSUs. In February 2022, the Company granted, to certain key employees, 84,566

performance-based RSUs at a grant date fair value of $14.19 per performance-based RSU. During April 2024, 8,809

performance-based RSUs were forfeited. The performance-based RSUs were allocated 50% to awards that could have

been earned based on achievement of performance goals related to distributable ROE for the three-year forward-looking

period ending December 31, 2024 and 50% to awards that could have been earned based on achievement of performance

goals related to relative TSR for such three-year forward-looking performance period relative to the performance of a

designated peer group. Subject to the distributable ROE metric and relative TSR achieved during the vesting period, the

actual number of shares that the key employees received at the end of the performance period could have ranged from

0% to 200% of the target award. The fair value of the performance-based RSUs was recorded as compensation expense

over the performance period and vested at the end of a three-year performance period, with an offsetting increase in

stockholders’ equity. Dividend equivalents were accrued by the Company during the performance period and paid to the

holder if and when the performance-based RSUs vested. Following the conclusion of the performance period on

December 31, 2024, the Board determined that the distributable ROE threshold goal was achieved and the relative TSR

threshold goal was achieved. As such, on February 22, 2025, the Board approved the settlement of 57,029 performance-

based RSUs. The fair value of the performance-based RSUs granted was recorded as compensation expense over the

performance period with an offsetting increase in stockholders’ equity.

54

Preferred Stock

In the event of a liquidation or dissolution of the Company, any outstanding preferred stock ranks senior to the

outstanding common stock with respect to payment of dividends and the distribution of assets.

The Company classifies Series C Cumulative Convertible Preferred Stock, or Series C Preferred Stock, on the balance

sheets using the guidance in ASC 480‑10‑S99. The Series C Preferred Stock contains certain fundamental change

provisions that allow the holder to redeem the preferred stock for cash only if certain events occur, such as a change in

control. As of March 31, 2026, the conversion rate was 1.8400 shares of common stock per $25 principal amount of the

Series C Preferred Stock, which is equivalent to a conversion price of approximately $13.59 per share of common stock.

As redemption under these circumstances is not solely within the Company’s control, the Series C Preferred Stock has

been classified as temporary equity. The Company has analyzed whether the conversion features should be bifurcated

under the guidance in ASC 815 and has determined that bifurcation is not necessary.

The table below presents details on preferred equity by series.

Preferential Cash Dividends Carrying Value<br><br>(in thousands)
Series Shares Issued and Outstanding<br><br>(in thousands) Par Value Liquidation<br><br>Preference Rate per Annum Annual Dividend<br><br>(per share) March 31, 2026
C 335 0.0001 $25.00 6.25% $1.56 $8,361
E 4,600 0.0001 $25.00 6.50% $1.63 $111,378

In the table above,

•Shareholders are entitled to receive dividends, when and as authorized by the Board, out of funds legally

available for the payment of dividends. Dividends for Series C Preferred Stock are payable quarterly on the

15th day of January, April, July and October of each year or if not a business day, the next succeeding business

day. Dividends for Series E preferred stock are payable quarterly on or about the last day of each January,

April, July and October of each year. Any dividend payable on the preferred stock for any partial dividend

period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be

payable in arrears to holders of record as they appear on the Company’s records at the close of business on the

last day of each of March, June, September and December, as the case may be, immediately preceding the

applicable dividend payment date.

•The Company declared dividends of $0.1 million and $1.9 million on its Series C Preferred Stock and Series E

Preferred Stock, respectively, during the three months ended March 31, 2026. The dividends were paid on

April 15, 2026 for Series C Preferred Stock and on April 30, 2026 for Series E Preferred Stock to the holders of

record as of the close of business on March 31, 2026.

•The Company may, at its option, redeem the Series E Preferred Stock, in whole or in part, at any time and from

time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share,

plus accrued and unpaid dividends, if any, to the redemption date. Series E Preferred Stock is not redeemable

prior to June 10, 2026, except under certain conditions.

Private Warrants

As part of the Broadmark Merger, the Company assumed private placement warrants that represented the right to

purchase shares of Broadmark common stock, par value $0.001 per share. As of March 31, 2026, there were 5.2 million

private placement warrants outstanding, each representing the right to purchase 0.47233 shares of common stock. The

Company has outstanding warrants to purchase approximately 2.5 million shares of common stock at a price of $24.34

per whole share. Settlement of outstanding warrants will be in shares of common stock, unless the Company elects

(solely in the Company’s discretion) to settle warrants the Company has called for redemption in cash, and subject to

customary adjustment in the event of business combinations and certain tender offers. The liability for the private

placement warrants was less than $0.1 million as of March 31, 2026 and is included in accounts payable and other

accrued liabilities in the consolidated balance sheets.

55

Equity ATM Program

On July 9, 2021, the Company, the operating partnership and the Manager entered into an Equity Distribution

Agreement, as amended on March 8, 2022 (the “Equity Distribution Agreement”), with JMP Securities LLC (the “Sales

Agent”), pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value

$0.0001 per share, having an aggregate offering price of up to $150 million, through the Sales Agent either as agent or

principal (the “Equity ATM Program”). The Company made no such sales through the Equity ATM Program during the

three months ended March 31, 2026 or March 31, 2025. As of March 31, 2026, shares representing approximately

$78.4 million remain available for sale under the Equity ATM Program.

Note 21. Earnings per Share of Common Stock

The table below provides information on the basic and diluted EPS computations, including the number of shares of

common stock used for purposes of these computations.

Three Months Ended March 31,
(in thousands, except for share and per share amounts) 2026 2025
Basic Earnings
Net income (loss) from continuing operations $(200,087) $82,410
Less: Income attributable to non-controlling interest 1,642 2,460
Less: Income attributable to participating shares 2,059 2,228
Basic earnings - continuing operations $(203,788) $77,722
Basic earnings - discontinued operations $— $(445)
Diluted Earnings
Net income (loss) from continuing operations (200,087) 82,410
Less: Income attributable to non-controlling interest 1,642 2,460
Less: Income attributable to participating shares 2,059 2,228
Add: Expenses attributable to dilutive instruments 131 131
Diluted earnings - continuing operations $(203,657) $77,853
Diluted earnings - discontinued operations $— $(445)
Number of Shares
Basic — Average shares outstanding 163,674,011 165,166,276
Effect of dilutive securities — Unvested participating shares 3,976,138 2,557,243
Diluted — Average shares outstanding 167,650,149 167,723,519
EPS Attributable to RC Common Stockholders:
Basic - continuing operations $(1.25) $0.47
Basic - discontinued operations $0.00 $0.00
Basic - total $(1.25) $0.47
Diluted - continuing operations $(1.25) $0.46
Diluted - discontinued operations $0.00 $0.00
Diluted - total $(1.25) $0.46

In the table above, participating unvested RSAs and unvested RSUs, granted to non-employee directors of the Company,

were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-

class method used above.

Certain investors own OP units in the operating partnership. An OP unit and a share of common stock of the Company

have substantially the same economic characteristics in as much as they effectively share equally in the net income or

loss of the operating partnership. OP unit holders have the right to redeem their OP units, subject to certain restrictions.

The redemption is required to be satisfied in shares of common stock or cash at the Company’s option, calculated as

follows: one share of the Company’s common stock, or cash equal to the fair value of a share of the Company’s common

stock at the time of redemption, for each OP unit. When an OP unit holder redeems an OP unit, non-controlling interests

in the operating partnership is reduced and the Company’s equity is increased. As of both March 31, 2026 and

December 31, 2025, the non-controlling interest OP unit holders owned 320,005 OP units.

Note 22. Offsetting Assets and Liabilities

56

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty

risk, the Company may enter into an International Swaps and Derivatives Association (“ISDA”) Master Agreement with

multiple derivative counterparties. An ISDA Master Agreement, published by ISDA, is a bilateral trading agreement

between two parties that allow both parties to enter into over-the-counter (“OTC”), derivative contracts. The ISDA

Master Agreement contains a Schedule to the Master Agreement and a Credit Support Annex, which governs the

maintenance, reporting, collateral management and default process (netting provisions in the event of a default and/or a

termination event). Under an ISDA Master Agreement, the Company may, under certain circumstances, offset with the

counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and

create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in

the event of default, including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency

laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy,

insolvency or other events. In addition, certain ISDA Master Agreements allow counterparties to terminate derivative

contracts prior to maturity in the event the Company’s stockholders’ equity declines by a stated percentage or the

Company fails to meet the terms of its ISDA Master Agreements, which would cause the Company to accelerate

payment of any net liability owed to the counterparty. As of March 31, 2026 and December 31, 2025, the Company was

in good standing on all of its ISDA Master Agreements or similar arrangements with its counterparties.

For derivatives traded under an ISDA Master Agreement, the collateral requirements are listed under the Credit Support

Annex, which is the sum of the mark to market for each derivative contract, the independent amount due to the

derivative counterparty and any thresholds, if any. Collateral may be in the form of cash or any eligible securities, as

defined in the respective ISDA agreements. Cash collateral pledged to and by the Company with the counterparty, if any,

is reported separately in the consolidated balance sheets as restricted cash. All margin call amounts must be made before

the notification time and must exceed a minimum transfer amount threshold before a transfer is required. All margin

calls must be responded to and completed by the close of business on the same day of the margin call, unless otherwise

specified. Any margin calls after the notification time must be completed by the next business day. Typically, the

Company and its counterparties are not permitted to sell, rehypothecate or use the collateral posted. To the extent

amounts due to the Company from its counterparties are not fully collateralized, the Company bears exposure and the

risk of loss from a defaulting counterparty. The Company attempts to mitigate counterparty risk by establishing ISDA

agreements with only high-grade counterparties that have the financial health to honor their obligations and

diversification by entering into agreements with multiple counterparties.

The Company discloses the impact of offsetting of assets and liabilities represented in the consolidated balance sheets to

enable users of the consolidated financial statements to evaluate the effect or potential effect of netting arrangements on

its financial position for recognized assets and liabilities. These recognized assets and liabilities are financial instruments

and derivative instruments that are either subject to enforceable master netting arrangements or ISDA Master

Agreements or meet the following right of setoff criteria: (a) the amounts owed by the Company to another party are

determinable, (b) the Company has the right to set off the amounts owed with the amounts owed by the counterparty, (c)

the Company intends to offset, and (d) the Company’s right of offset is enforceable at law. As of March 31, 2026 and

December 31, 2025, the Company has elected to offset assets and liabilities associated with its OTC derivative contracts

in the consolidated balances sheets.

57

The table below presents the gross fair value of derivative contracts by product type, Paycheck Protection Program

Liquidity Facility borrowings and secured borrowings, the amount of netting reflected in the consolidated balance sheets,

as well as the amount not offset in the consolidated balance sheets as they do not meet the enforceable credit support

criteria for netting under U.S. GAAP.

Gross amounts not offset in the Consolidated<br><br>Balance Sheets(1)
(in thousands) Gross amounts<br><br>of Assets /<br><br>Liabilities Gross amounts<br><br>offset Balance in<br><br>Consolidated<br><br>Balance Sheets Financial<br><br>Instruments Cash<br><br>Collateral<br><br>Received /<br><br>Paid Net Amount
March 31, 2026
Assets
FX forwards $340 $— $340 $— $— $340
Interest rate swaps 18,652 14,888 3,764 3,764
Total $18,992 $14,888 $4,104 $— $— $4,104
Liabilities
FX forwards 925 925 925
Interest rate swaps 23 23 23
Secured borrowings 2,321,443 2,321,443 2,321,443
PPPLF 3,834 3,834 3,834
Total $2,326,225 $— $2,326,225 $2,325,277 $— $948
December 31, 2025
Assets
FX forwards 340 340 340
Interest rate swaps 19,407 13,007 6,400 6,400
Total $19,747 $13,007 $6,740 $— $— $6,740
Liabilities
FX forwards 1,208 1,208 1,208
Interest rate swaps 224 224 224
Secured borrowings 2,788,926 2,788,926 2,788,926
PPPLF 8,592 8,592 8,592
Total $2,798,950 $— $2,798,950 $2,797,518 $— $1,432

(1)Amounts presented in these columns are limited in total to the net amount of assets or liabilities presented in the prior column by instrument. In certain cases, there is

excess cash collateral or financial assets the Company has pledged to a counterparty that exceed the financial liabilities subject to a master netting repurchase

arrangement or similar agreement. Additionally, in certain cases, counterparties may have pledged excess cash collateral to the Company that exceeds the Company’s

corresponding financial assets. In each case, any of these excess amounts are excluded from the table although they are separately reported in the Company’s

consolidated balance sheets as assets or liabilities, respectively.

Note 23. Financial Instruments with Off-Balance Sheet Risk, Credit Risk, and Certain Other Risks

In the normal course of business, the Company enters into transactions that expose us to various types of risk, both on

and off-balance sheet. Such risks are associated with financial instruments and markets in which the Company invests.

These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity risk, off-

balance sheet risk and prepayment risk.

Market Risk — Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable

changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying

financial instruments. The Company attempts to mitigate its exposure to market risk by entering into offsetting

transactions, which may include purchase or sale of interest-bearing securities and equity securities.

Credit Risk — The Company is subject to credit risk in connection with its investments in LMM loans and LMM MBS

and other target assets it may acquire in the future. The credit risk related to these investments pertains to the ability and

willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed

throughout the loan or security term. The Company believes that loan credit quality is primarily determined by the

borrowers' credit profiles and loan characteristics and seeks to mitigate this risk by seeking to acquire assets at

appropriate prices given anticipated and unanticipated losses and by deploying a value−driven approach to underwriting

and diligence, consistent with its historical investment strategy, with a focus on projected cash flows and potential risks

to cash flow. The Company further mitigates its risk of potential losses while managing and servicing loans by

performing various workout and loss mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit

losses could occur, which may adversely impact operating results.

58

The Company is also subject to credit risk with respect to the counterparties to derivative contracts. If a counterparty

fails to perform its obligation under a derivative contract due to financial difficulties, the Company may experience

significant delays in obtaining any recovery under the derivative contract in a dissolution, assignment for the benefit of

creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. In the event of the insolvency of a

counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value.

If the Company is owed this fair market value in the termination of the derivative transaction and its claim is unsecured,

it will be treated as a general creditor of such counterparty and will not have any claim with respect to the underlying

security. The Company may obtain only a limited recovery or may obtain no recovery in such circumstances. In

addition, the business failure of a counterparty with whom it enters a hedging transaction will most likely result in its

default, which may result in the loss of potential future value and the loss of our hedge and force the Company to cover

its commitments, if any, at the then current market price.

Counterparty credit risk is the risk that counterparties may fail to fulfill their obligations, including their inability to post

additional collateral in circumstances where their pledged collateral value becomes inadequate. The Company attempts

to manage its exposure to counterparty risk through diversification, use of financial instruments and monitoring the

creditworthiness of counterparties.

The Company finances the acquisition of a significant portion of its loans and investments with repurchase agreements

and borrowings under credit facilities and other financing agreements. In connection with these financing arrangements,

the Company pledges its loans, securities and cash as collateral to secure the borrowings. The amount of collateral

pledged will typically exceed the amount of the borrowings (i.e., the haircut) such that the borrowings will be over-

collateralized. As a result, the Company is exposed to the counterparty if, during the term of the repurchase agreement

financing, a lender should default on its obligation and the Company is not able to recover its pledged assets. The

amount of this exposure is the difference between the amount loaned to the Company plus interest due to the

counterparty and the fair value of the collateral pledged by the Company to the lender including accrued interest

receivable on such collateral.

The Company is exposed to changing interest rates and market conditions, which affects cash flows associated with

borrowings. The Company enters into derivative instruments, such as interest rate swaps, to mitigate these risks. Interest

rate swaps are used to mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest

amounts from a counterparty in exchange for making payments based on a fixed interest rate over the life of the swap

contract.

Certain subsidiaries have entered into OTC interest rate swap agreements to hedge risks associated with movements in

interest rates. Because certain interest rate swaps were not cleared through a central counterparty, the Company remains

exposed to the counterparty’s ability to perform its obligations under each such swap and cannot look to the

creditworthiness of a central counterparty for performance. As a result, if an OTC swap counterparty cannot perform

under the terms of an interest rate swap, the Company’s subsidiary would not receive payments due under that

agreement, the Company may lose any unrealized gain associated with the interest rate swap and the hedged liability

would cease to be hedged by the interest rate swap. While the Company would seek to terminate the relevant OTC swap

transaction and may have a claim against the defaulting counterparty for any losses, including unrealized gains, there is

no assurance that the Company would be able to recover such amounts or to replace the relevant swap on economically

viable terms or at all. In such case, the Company could be forced to cover its unhedged liabilities at the then current

market price. The Company may also be at risk for any pledged collateral to secure its obligations under the OTC

interest rate swap if the counterparty becomes insolvent or files for bankruptcy. Therefore, upon a default by an interest

rate swap agreement counterparty, the interest rate swap would no longer mitigate the impact of changes in interest rates

as intended.

Liquidity Risk — Liquidity risk arises from investments and the general financing of the Company’s investing activities.

It includes the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate

positions in a timely manner at reasonable prices, in addition to potential increases in collateral requirements during

times of heightened market volatility. It also includes risk stemming from PIK interest loans and loan modifications the

Company may grant to borrowers which are intended to minimize its economic loss and to avoid foreclosure or

repossession of collateral. Such modifications may include interest rate reductions, principal forgiveness, term

extensions, and other-than-insignificant payment delay, which may impact the Company’s ability to meet potential cash

59

requirements and make it more reliant on financing strategies. Additionally, if the Company was forced to dispose of an

illiquid investment at an inopportune time, it might be forced to do so at a substantial discount to the market value,

resulting in a realized loss. The Company attempts to mitigate its liquidity risk by regularly monitoring the liquidity of

its investments in LMM loans, MBS and other financial instruments. Factors such as expected exit strategy for, the bid to

offer spread of, and the number of broker dealers making an active market in a particular strategy and the availability of

long-term funding, are considered in analyzing liquidity risk. To reduce any perceived disparity between the liquidity

and the terms of the debt instruments in which the Company invests, it attempts to minimize its reliance on short-term

financing arrangements. While the Company may finance certain investments in security positions using traditional

margin arrangements and reverse repurchase agreements, other financial instruments such as collateralized debt

obligations, and other longer term financing vehicles may be utilized to provide it with sources of long-term financing.

Off-Balance Sheet Risk —The Company has undrawn commitments on outstanding loans. Refer to Note 24 for further

information.

Interest Rate Risk — Interest rates are highly sensitive to many factors, including governmental monetary and tax

policies, domestic and international economic and political considerations and other factors beyond the Company’s

control.

The Company’s operating results will depend, in part, on differences between the income from its investments and

financing costs. Generally, debt financing is based on a floating rate of interest calculated on a fixed spread over the

relevant index, subject to a floor, as determined by the particular financing arrangement. In the event of a significant

rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses to us,

which could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations

and prospects. Furthermore, such defaults could have an adverse effect on the spread between the Company’s interest-

earning assets and interest-bearing liabilities.

Additionally, non-performing LMM loans are not as interest rate sensitive as performing loans, as earnings on non-

performing loans are often generated from restructuring the assets through loss mitigation strategies and

opportunistically disposing of them. Because non-performing LMM loans are short-term assets, the discount rates used

for valuation are based on short-term market interest rates, which may not move in tandem with long-term market

interest rates.

Prepayment Risk — As the Company receives prepayments of principal on its assets, any premiums paid on such assets

are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of

purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are

accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts,

thereby increasing the interest income earned on the assets.

Note 24. Commitments, Contingencies and Indemnifications

Litigation

The Company may be subject to litigation and administrative proceedings arising in the ordinary course of business and

as such, has entered into agreements which provide for indemnifications against losses, costs, claims, and liabilities

arising from the performance of individual obligations under such agreements. Such indemnification obligations may not

be subject to maximum loss clauses.

While the outcome of any particular litigation, administrative proceeding or indemnification claim cannot be predicted

with certainty, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered

by insurance, will not have a material adverse effect on the Company’s financial condition or results of operations.

Management is not aware of any other contingencies that would require accrual or disclosure in the consolidated

financial statements.

60

Unfunded Loan Commitments

The table below presents unfunded loan commitments.

(in thousands) March 31, 2026 December 31, 2025
Loans, net $399,373 $438,030
Loans, held for sale $56,412 $54,327

Note 25. Income Taxes

The Company is a REIT pursuant to Internal Revenue Code Section 856. Qualification as a REIT depends on the

Company’s ability to meet various requirements imposed by the Internal Revenue Code, which relate to its

organizational structure, diversity of stock ownership and certain requirements with regard to the nature of its assets and

the sources of its income. As a REIT, the Company generally must distribute annually dividends equal to at least 90% of

its net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income

tax not to apply to earnings that are distributed. To the extent the Company satisfies this distribution requirement but

distributes less than 100% of its net taxable income, it will be subject to U.S. federal income tax on its undistributed

taxable income. In addition, the Company will be subject to a 4% nondeductible excise tax if the actual amount paid to

stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Even if the

Company qualifies as a REIT, it may be subject to certain U.S. federal income and excise taxes and state and local taxes

on its income and assets. If the Company fails to maintain its qualification as a REIT for any taxable year, it may be

subject to material penalties as well as federal, state and local income tax on its taxable income at regular corporate rates

and it would not be able to qualify as a REIT for the subsequent four taxable years. As of March 31, 2026 and

December 31, 2025, the Company was in compliance with all REIT requirements.

Certain subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit the Company to

participate in certain activities that would not be qualifying income if earned directly by the parent REIT, as long as

these activities meet specific criteria, are conducted within the parameters of certain limitations established by the

Internal Revenue Code and are conducted in entities which elect to be treated as taxable subsidiaries under the Internal

Revenue Code. To the extent these criteria are met, the Company will continue to maintain its qualification as a REIT.

The Company’s TRSs engage in various real estate - related operations, including originating and securitizing

commercial mortgage loans and investments in real property. Such TRSs are not consolidated for federal income tax

purposes but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred

income taxes is established for the portion of earnings recognized by the Company with respect to its interest in TRSs.

The Company recognizes deferred tax assets and liabilities for the future tax consequences arising from differences

between the carrying amounts of existing assets and liabilities under GAAP and their respective tax bases. The Company

evaluates its deferred tax assets for recoverability using a consistent approach which considers the relative impact of

negative and positive evidence, including historical profitability and projections of future taxable income.

The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if,

based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be

realized.

The Company’s framework for assessing the recoverability of deferred tax assets requires it to weigh all available

evidence, including the sustainability of profitability required to realize the deferred tax assets, the cumulative net

income or loss in its consolidated statements of operations in recent years, the future reversals of existing taxable

temporary differences, and the carryforward periods for any carryforwards of net operating losses.

Note 26. Segment Reporting

The Company structures its segments based on a number of contributing factors, including customer base and nature of

loan program types, and reports its results of operations through the following two operating and reportable business

segments: i) LMM Commercial Real Estate and ii) Small Business Lending, which is in accordance with how the Chief

Operating Decision Maker (“CODM”), the Chief Executive Officer and Chief Investment Officer, evaluates financial

information for making decisions regarding business operations and assessing Company performance. The CODM's

61

financial considerations include an analysis of net interest income before provision for loan losses, provision for loan

losses and non-interest income and expenses. In addition, the CODM's analysis includes an evaluation of segment

performance with income (loss) before unallocated expenses and provision for (benefit from) income taxes being the

primary performance measure used for each reportable business segment.

LMM Commercial Real Estate

The Company originates LMM loans across the full life-cycle of an LMM property including construction, bridge,

stabilized and agency channels. As part of this segment, the Company services Freddie Mac multi-family loan products.

LMM originations include construction and permanent financing activities for the preservation and construction of

affordable housing, primarily utilizing tax-exempt bonds. This segment also reflects the impact of LMM securitization

activities. The Company acquires performing and non-performing LMM loans and intends to continue to acquire these

loans as part of the Company’s business strategy.

Small Business Lending

The Company acquires, originates and services loans guaranteed by the SBA under the SBA Section 7(a) Program,

originates and services small business loans and services government guaranteed loans focused on the USDA. This

segment also reflects the impact of SBA securitization activities.

Results of business segments and all other. The tables below present operating and reportable business segments, along

with remaining unallocated amounts primarily including interest expense relating to senior secured notes, allocated

employee compensation from the Manager, management and incentive fees paid to the Manager and other general

corporate overhead expenses. Unallocated assets were $498.8 million and $382.8 million as of March 31, 2026 and

March 31, 2025, respectively.

Three Months Ended March 31, 2026
(in thousands) LMM Commercial<br><br>Real Estate Small Business<br><br>Lending Total
Interest income $58,893 $22,837 $81,730
Interest expense (80,672) (16,162) (96,834)
Net interest income before provision for loan losses $(21,779) $6,675 $(15,104)
Provision for loan losses (66,523) (4,384) (70,907)
Net interest income after provision for loan losses $(88,302) $2,291 $(86,011)
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned (68,242) 8,157 (60,085)
Net unrealized gain (loss) on financial instruments (8,796) 1,876 (6,920)
Valuation allowance, loans held for sale (6,557) (6,557)
Servicing income, net 1,597 3,824 5,421
Income on unconsolidated joint ventures 2,054 5 2,059
Other income 11,940 5,191 17,131
Total non-interest income (loss) $(68,004) $19,053 $(48,951)
Non-interest expense
Employee compensation and benefits (7,649) (15,323) (22,972)
Allocated employee compensation and benefits from related party (360) (360)
Professional fees (1,476) (3,476) (4,952)
Loan servicing expense (14,573) (1,101) (15,674)
Impairment on real estate 469 469
Other operating expenses (17,350) (9,312) (26,662)
Total non-interest expense $(40,939) $(29,212) $(70,151)
Income (loss) before unallocated expenses and provision for income taxes $(197,245) $(7,868) $(205,113)
Unallocated corporate income (expenses)
Employee compensation and benefits (4,116)
Professional fees (1,703)
Management fees – related party (4,076)
Transaction related expenses (335)
Other operating expenses - net (1,418)
Total unallocated corporate expenses $(11,648)
Loss before provision for income taxes $(216,761)
Total assets $4,522,372 $1,293,092 $5,815,464

62

Three Months Ended March 31, 2025
(in thousands) LMM Commercial<br><br>Real Estate Small Business<br><br>Lending Total
Interest income $124,973 $29,994 $154,967
Interest expense (120,354) (20,112) (140,466)
Net interest income before recovery of (provision for) loan losses $4,619 $9,882 $14,501
Recovery of (provision for) loan losses 117,941 (8,373) 109,568
Net interest income after recovery of (provision for) loan losses $122,560 $1,509 $124,069
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned (14,600) 25,269 10,669
Net unrealized gain (loss) on financial instruments (604) (1,146) (1,750)
Valuation allowance, loans held for sale (99,718) (99,718)
Servicing income, net 1,415 5,041 6,456
Income (loss) on unconsolidated joint ventures (4,005) 23 (3,982)
Other income 3,037 7,262 10,299
Total non-interest income (loss) $(114,475) $36,449 $(78,026)
Non-interest expense
Employee compensation and benefits (5,871) (15,304) (21,175)
Allocated employee compensation and benefits from related party (328) (328)
Professional fees (818) (2,905) (3,723)
Loan servicing expense (15,064) (780) (15,844)
Impairment on real estate (2,346) (2,346)
Other operating expenses (3,336) (11,071) (14,407)
Total non-interest expense $(27,763) $(30,060) $(57,823)
Income (loss) before unallocated expenses and provision for income taxes $(19,678) $7,898 $(11,780)
Unallocated corporate income (expenses)
Gain on bargain purchase 102,471
Employee compensation and benefits (3,027)
Professional fees (1,765)
Management fees – related party (5,577)
Transaction related expenses (2,694)
Other operating expenses - net (425)
Total unallocated corporate income $88,983
Income before provision for income taxes $77,203
Total assets $7,897,270 $1,510,635 $9,407,905

Note 27. Subsequent Events

In April of 2026, the Company redeemed all of its outstanding 6.20% Senior Notes due 2026.

63

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Except where the context suggests otherwise, the terms “Company,” “we,” “us” and “our” refer to Ready Capital

Corporation and its subsidiaries. We make forward-looking statements in this Quarterly Report on Form 10-Q (the

“Form 10-Q”) within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the

Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”). We intend such statements to be covered by the safe harbor provisions for forward-

looking statements contained therein. Forward-looking statements contained in this Form 10-Q reflect our current views

about future events and are inherently subject to substantial risks and uncertainties, many of which are difficult to predict

and beyond our control, that may cause our actual results to materially differ. These forward-looking statements include

information about possible or assumed future results of our operations, financial condition, liquidity, plans and

objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,”

“could,” “would,” “may,” “potential” or other comparable terminology, we intend to identify forward-looking

statements, although not all forward-looking statements may contain such words. Statements regarding the following

subjects, among others, may be forward-looking, and the occurrence of events impacting these subjects, or otherwise

impacting our business, may cause our financial condition, liquidity and consolidated results of operations to vary

materially from those expressed in, or implied by, any such forward-looking statements:

•our investment objectives and business strategy;

•our expected leverage;

•our expected investments;

•estimates or statements relating to, and our ability to make, future distributions;

•projected capital and operating expenditures;

•our ability to use our liquidity and capital resources, including cash on hand, anticipated net payments from the

loan portfolio, debt financings and proceeds from the potential disposition of assets, to provide liquidity to fund

ongoing obligations and address upcoming debt maturities;

•our ability to utilize liquidity and capital resources, together with our access to the capital markets and

potentially other balance-sheet actions, such as adjustments to our dividend rate, to meet our liquidity needs;

•availability of qualified personnel;

•prepayment rates;

•projected default rates;

•increased rates of default and/or decreased recovery rates on our investments;

•changes in interest rates, interest rate spreads, the yield curve or prepayment rates;

•our potential entry into certain hedging arrangements related to the delivery of shares of common stock upon

vesting of certain performance-based equity awards and restricted stock awards and the risk that such

arrangements may not have the desired impact and may expose us to additional risks, including the failure of

the counterparty to perform under the contracts;

•the impact of inflation on our business;

•tariffs imposed or threatened to be imposed by the current presidential administration;

64

•changes in prepayments or acceleration of the disposition of our assets;

•risks associated with achieving expected synergies, cost savings and other benefits from recent acquisitions,

including the acquisition of United Development Funding IV (“UDF IV”);

•risks associated with the completed divestiture of our Residential Mortgage Banking segment;

•market, industry and economic trends;

•our ability to compete in the marketplace;

•the availability of attractive risk-adjusted investment opportunities in lower-to-middle-market commercial real

estate loans (“LMM”), loans guaranteed by the U.S. Small Business Administration (the “SBA”) under its

Section 7(a) loan program (the “SBA Section 7(a) Program”), mortgage backed securities (“MBS”), residential

mortgage loans and other real estate-related investments that satisfy our investment objectives and strategies;

•general volatility of the capital markets;

•changes in our investment objectives and business strategy;

•the availability, terms and deployment of capital;

•the availability of suitable investment opportunities;

•market developments and actions recently taken and which may be taken by the U.S. Government, including

pursuant to policies of the U.S. administration, the U.S. Department of the Treasury (“Treasury”) and the Board

of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal National

Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the

Government National Mortgage Association (“Ginnie Mae”), Federal Housing Administration (“FHA”)

Mortgagee, USDA, U.S. Department of Veterans Affairs (“VA”) and the U.S. Securities and Exchange

Commission (“SEC”);

•our ability to obtain a license for the Freddie Mac Conventional Small program, which is replacing the Freddie

Mac Small Balance Loan program that expired on April 30, 2026;

•applicable regulatory changes;

•changes in our assets, interest rates or the general economy;

•mortgage loan modification programs and future legislative actions;

•our ability to maintain our qualification as a real estate investment trust (“REIT”) and limitations on our

business as a result of our qualifications as a REIT;

•our ability to maintain our exemption from qualification under the Investment Company Act of 1940, as

amended (the “1940 Act”);

•factors described in our Annual Report on Form 10-K, including those set forth under the captions “Risk

Factors” and “Business”;

•our dependence on our external advisor, Waterfall Asset Management, LLC (“Waterfall” or the “Manager”),

and our ability to find a suitable replacement if we or Waterfall were to terminate the management agreement

we have entered into with Waterfall (the “management agreement”);

65

•the degree and nature of our competition, including competition for LMM loans, MBS, residential mortgage

loans, construction loans and other real estate-related investments that satisfy our investment objectives and

strategies;

•geopolitical events such as acts of terrorism, war or other military conflict, and the related impact on

macroeconomic conditions; and

•the impact of future pandemics and epidemics on our borrowers, the real estate industry and global markets, and

on our business and operations, financial condition, results of operations, liquidity and capital resources.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot

guarantee future results, levels of activity, performance or achievements, and we caution readers not to place undue

reliance on any forward-looking statements. These forward-looking statements apply only as of the date of this Form 10-

Q. We are not obligated, and do not intend, to update or revise any forward-looking statements, whether as a result of

new information, future events or otherwise, except to the extent required by law. Refer to Item 1A. “Risk Factors” and

Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual

Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Form 10-K”).

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to

provide a reader of our interim consolidated financial statements with a narrative from the perspective of our

management on our financial condition, results of operations, liquidity and certain other factors that may affect our

future results. Our MD&A is presented in five main sections:

•Overview

•Results of Operations

•Liquidity and Capital Resources

•Contractual Obligations and Off-Balance Sheet Arrangements

•Critical Accounting Estimates

The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and

accompanying Notes included in Part I, Item 1, “Financial Statements,” of this Form 10-Q and with Items 6, 7, 8, and 9A

of our Form 10-K. Refer to “Forward-Looking Statements” in this Form 10-Q and in our Form 10-K and “Critical

Accounting Estimates” in our Form 10-K for certain other factors that may cause actual results to differ, materially, from

those anticipated in the forward-looking statements included in this Form 10-Q.

Overview

Our Business

We are a multi-strategy real estate finance company that originates, acquires, finances, and services LMM loans, SBA

loans, construction loans and, to a lesser extent, MBS collateralized primarily by LMM loans, or other real estate-related

investments. Our loans generally range in original principal amounts up to $40 million and are used by businesses to

purchase real estate used in their operations or by investors seeking to acquire multi-family, office, retail, mixed use or

warehouse properties. Our objective is to provide attractive risk-adjusted returns to our stockholders. In order to achieve

this objective, we intend to grow our investment portfolio and believe that the breadth of our full-service real estate

finance platform will allow us to adapt to market conditions and deploy capital in our asset classes and segments with the

most attractive risk-adjusted returns.

We completed the disposition of our Residential Mortgage Banking segment effective on June 30, 2025. In connection

with this sale, we classified our Residential Mortgage Banking segment as a discontinued operation. For all periods

presented, the operating results for these operations have been removed from continuing operations. Our MD&A has

been adjusted to exclude discontinued operations unless otherwise noted. We report our activities in the following two

operating segments:

66

•LMM Commercial Real Estate. We originate LMM loans across the full life-cycle of an LMM property

including construction, bridge, stabilized and agency loan origination channels through our subsidiary,

ReadyCap Commercial, LLC. These originated loans are generally held-for-investment or placed into

securitization structures. As part of this segment, we service Freddie Mac multi-family loan products. We

provide construction and permanent financing for the preservation and construction of affordable housing,

primarily utilizing tax-exempt bonds through Ready Capital Affordable, a subsidiary. In addition, we

acquire LMM loans as part of our business strategy. We hold performing LMM loans to term and seek to

maximize the value of the non-performing LMM loans acquired by us through borrower-based resolution

strategies. We typically acquire non-performing loans at a discount to their unpaid principal balance

(“UPB”) when we believe that resolution of the loans will provide attractive risk-adjusted returns.

•Small Business Lending. We acquire, originate and service owner-occupied loans guaranteed by the SBA

under the SBA Section 7(a) Program through our subsidiary, ReadyCap Lending, LLC. We hold an SBA

license as one of only 16 non-bank Small Business Lending Companies and have been granted preferred

lender status by the SBA. These originated loans are either held-for-investment, placed into securitization

structures, or sold. In addition, we originate and service small business loans through our subsidiary

iBusiness Funding LLC and we service USDA loans through our subsidiary, ReadyCap Commercial.

We are organized and conduct our operations to qualify as a REIT under the Internal Revenue Code of 1986, as

amended. To qualify as a REIT, we are required to annually distribute substantially all of our net taxable income,

excluding capital gain, to stockholders. To the extent that we do not distribute all of our net capital gain, or distribute at

least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be required to pay U.S. federal

corporate income tax on the undistributed income. We are organized in a traditional umbrella partnership REIT

(UpREIT) format pursuant to which we serve as the general partner of, and conduct substantially all of our business

through, Sutherland Partners, LP (our “operating partnership”). We also intend to operate our business in a manner that

will permit us to be excluded from registration as an investment company under the 1940 Act.

For additional information on our business, refer to Part I, Item 1, “Business” in our Form 10-K.

Acquisitions

United Development Funding IV. On March 13, 2025, pursuant to the terms of the Agreement and Plan of Merger,

dated as of November 29, 2024, by and among the Company, UDF IV, and RC Merger Sub IV, LLC, a wholly owned

subsidiary of the Company (“RC Merger Sub IV”), the Company acquired UDF IV, a real estate investment trust

providing capital solutions to residential real estate developers and regional homebuilders, (the “UDF IV Merger”). At

the effective time of the UDF IV Merger (the “Effective Time”), each outstanding common share of beneficial interest,

par value $0.01 per share, of UDF IV (“UDF IV Common Shares”), excluding any UDF IV Common Shares held by

UDF IV, the Company, RC Merger Sub IV or their subsidiaries, was automatically cancelled and retired and converted

into the right to receive (i) 0.416 shares of Company common stock, (ii) 0.416 contingent value rights (“CVRs”)

representing the potential right to receive additional shares of Company common stock after the end of each of (1) the

period beginning on October 1, 2024, and ending on December 31, 2025 and (2) the three subsequent calendar years,

based, in part, upon cash proceeds received by the Company and its subsidiaries in respect of a portfolio of five UDF IV

loans and (iii) cash consideration in lieu of any fractional shares of Company common stock. Refer to Notes 1 and 5,

included in Part I, Item 1, “Financial Statements,” of this Form 10-Q, for more information about the UDF IV Merger

and the assets acquired and liabilities assumed as a result of the UDF IV Merger.

Factors Impacting Operating Results

We expect that our results of operations will be affected by a number of factors and will primarily depend on the level of

interest income from our assets, the market and fair value of our assets and the supply of, and demand for, LMM loans,

SBA loans, construction loans, MBS and other assets we may acquire in the future, demand for housing, population

trends, construction costs, the availability of alternative real estate financing from other lenders, changes in credit

spreads, and the financing and other costs associated with our business. These factors may have an impact on our ability

to originate new loans or the performance of our existing loan portfolio. Our net investment income, which includes the

amortization of purchase premiums and accretion of purchase discounts, varies primarily as a result of changes in market

interest rates, the rate at which our distressed assets are liquidated and the prepayment speed of our performing assets.

Interest rates and prepayment speeds vary according to the type of investment, conditions in the financial markets,

competition and other factors, none of which can be predicted with any certainty. Our operating results may also be

67

impacted by changes in our provision for loan losses. Increases in the provision for loan loss are primarily driven by a

deterioration in the contractual performance of a loan. Macroeconomic factors including interest rates and inflation, as

well as supply absorption and cap rate movements, may contribute to a deterioration in a loan’s contractual performance.

In certain circumstances, the Company may choose to modify a loan which had experienced financial difficulty due to

the factors previously described. Our operating results may also be impacted by our available borrowing capacity,

conditions in the financial markets, credit losses in excess of initial estimates or unanticipated credit events experienced

by borrowers whose loans are held directly by us or are included in our MBS. Difficult market conditions as well as

inflation, energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, unemployment and

the availability and cost of credit are factors which could also impact our operating results.

For additional information about certain risks we face, including market risk, credit risk, interest rate risk, liquidity risk,

off-balance sheet risk and prepayment risk, refer to Note 23, included in Part I, Item 1, “Financial Statements,” and Part

I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” of this Form 10-Q, as well as Part I, Item 1A,

“Risk Factors” in our Form 10-K.

Changes in Market Interest Rates. We own and expect to acquire or originate fixed rate and floating rate loans with

maturities ranging from two to 30 years. Our loans typically have amortization periods of 15 to 30 years or balloon

payments due in two to 10 years. Fixed rate loans bear interest that is fixed for the term of the loan and we typically

utilize derivative financial and hedging instruments in an effort to hedge the interest rate risk associated with such fixed

rate loans. As of March 31, 2026, all fixed rate loans are match funded in securitization. Floating rate loans generally

have an adjustable interest rate equal to the sum of a fixed spread plus an index rate, such as the Secured Overnight

Financing Rate (“SOFR”), which typically resets monthly. As of March 31, 2026, approximately 80% of the loans in our

portfolio were floating rate loans, and 20% were fixed rate loans, based on carrying value.

Current market conditions. During the first quarter, macroeconomic concerns persisted including global market

volatility, uncertainty about trade policies, geopolitical tensions, inflationary pressures and interest rates. The U.S.

Federal Reserve did not decrease interest rates in the quarter and there is uncertainty regarding if and when decreases

will occur. Although the full impact of these changes remains uncertain and difficult to predict, concerns and

uncertainties about the economic outlook may adversely impact our financial condition, results of operations and cash

flows.

Results of Operations

Key Financial Measures and Indicators

As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per

share, dividends declared per share, distributable earnings, return on equity, and net book value per share. As further

described below, distributable earnings is a measure that is not prepared in accordance with GAAP. We use distributable

earnings to evaluate our performance and determine dividends, excluding the effects of certain transactions and GAAP

adjustments that we believe are not necessarily indicative of our current loan activity and operations. Refer to “—Non-

GAAP Financial Measures” below for a reconciliation of net income to distributable earnings.

68

The table below sets forth certain information on our operating results.

Three Months Ended March 31,
($ in thousands, except share data) 2026 2025
Net Income (loss) from continuing operations $(200,087) $82,410
Earnings per common share from continuing operations - basic $(1.25) $0.47
Earnings per common share from continuing operations - diluted $(1.25) $0.46
Distributable earnings before realized losses $(49,208) $4,140
Distributable earnings before realized losses per common share - basic $(0.33) $0.00
Distributable earnings before realized losses per common share - diluted $(0.33) $0.00
Distributable earnings $(159,834) $(11,384)
Distributable earnings per common share - basic $(1.00) $(0.09)
Distributable earnings per common share - diluted $(1.00) $(0.09)
Dividends declared per common share $0.01 $0.125
Dividend yield (1) 2.5% 9.8%
Return on equity from continuing operations (59.0)% 18.4%
Distributable return on equity before realized losses (15.0)% (0.9)%
Distributable return on equity (47.3)% (3.1)%
Book value per common share $7.43 $10.61

(1)Dividend yield is based on the respective period end closing share price.

Our Loan Pipeline

We have a large and active pipeline of potential acquisition and origination opportunities that are in various stages of our

investment process. We refer to assets as being part of our acquisition or origination pipeline if (i) an asset or portfolio

opportunity has been presented to us and we have determined, after a preliminary analysis, that the assets fit within our

investment strategy and exhibit the appropriate risk/reward characteristics (ii) in the case of acquired loans, we have

executed a non-disclosure agreement or an exclusivity agreement and commenced the due diligence process or we have

executed more definitive documentation, such as a letter of intent (“LOI”); and (iii) in the case of originated loans, we

have issued an LOI, and the borrower has paid a deposit.

We operate in a competitive market for investment opportunities and competition may limit our ability to originate or

acquire the potential investments in the pipeline. The consummation of any of the potential loans in the pipeline depends

upon, among other things, one or more of the following: available capital and liquidity, our Manager’s allocation policy,

satisfactory completion of our due diligence investigation and investment process, approval of our Manager’s Investment

Committee, market conditions, our agreement with the seller on the terms and structure of such potential loan, and the

execution and delivery of satisfactory transaction documentation. Historically, we have acquired less than a majority of

the assets in our pipeline at any one time and there can be no assurance the assets currently in our pipeline will be

acquired or originated by us in the future.

The table below presents information on our investment portfolio originations (based on fully committed amounts).

Three Months Ended March 31,
(in thousands) 2026 2025
Loan originations:
LMM loans $287,581 $78,657
SBL loans 176,749 387,388
Total loan investment activity $464,330 $466,045

69

Balance Sheet Analysis and Metrics

(in thousands) March 31, 2026 December 31, 2025 $ Change % Change
Assets
Cash and cash equivalents $200,430 $207,841 $(7,411) (3.6)%
Restricted cash 38,906 39,746 (840) (2.1)
Loans, net (including $462 and $737 held at fair value) 3,350,560 3,500,298 (149,738) (4.3)
Loans, held for sale (including $87,198 and $73,094 held at fair value<br><br>and net of valuation allowance of $74,315 and $67,612) 360,228 585,820 (225,592) (38.5)
Mortgage-backed securities 31,649 34,501 (2,852) (8.3)
Investment in unconsolidated joint ventures (including $5,517 and<br><br>$5,737 held at fair value) 167,251 161,424 5,827 3.6
Derivative instruments 4,104 6,740 (2,636) (39.1)
Servicing rights 123,687 126,279 (2,592) (2.1)
Real estate owned 610,215 620,225 (10,010) (1.6)
Other assets 466,383 508,238 (41,855) (8.2)
Assets of consolidated VIEs 960,875 1,978,684 (1,017,809) (51.4)
Total Assets $6,314,288 $7,769,796 $(1,455,508) (18.7)%
Liabilities
Secured borrowings 2,321,443 2,788,926 (467,483) (16.8)
Securitized debt obligations of consolidated VIEs, net 526,535 1,174,785 (648,250) (55.2)
Senior secured notes, net 723,707 722,729 978 0.1
Corporate debt, net 536,972 652,487 (115,515) (17.7)
Guaranteed loan financing 501,736 524,091 (22,355) (4.3)
Contingent consideration 20,441 18,698 1,743 9.3
Derivative instruments 948 1,432 (484) (33.8)
Dividends payable 3,685 3,633 52 1.4
Loan participations sold 56,616 56,616
Due to third parties 12,304 3,135 9,169 292.5
Accounts payable and other accrued liabilities 161,201 171,636 (10,435) (6.1)
Total Liabilities $4,865,588 $6,118,168 $(1,252,580) (20.5)%
Preferred stock Series C, liquidation preference $25.00 per share 8,361 8,361
Commitments & contingencies
Stockholders’ Equity
Preferred stock Series E, liquidation preference $25.00 per share 111,378 111,378
Common stock, $0.0001 par value, 500,000,000 shares authorized,<br><br>165,255,559 and 163,010,012 shares issued and outstanding,<br><br>respectively 17 17
Additional paid-in capital 2,265,534 2,264,355 1,179 0.1
Retained deficit (1,012,927) (807,522) (205,405) 25.4
Accumulated other comprehensive loss (24,476) (24,196) (280) 1.2
Total Ready Capital Corporation equity 1,339,526 1,544,032 (204,506) (13.2)
Non-controlling interests 100,813 99,235 1,578 1.6
Total Stockholders’ Equity $1,440,339 $1,643,267 $(202,928) (12.3)%
Total Liabilities, Redeemable Preferred Stock, and Stockholders’<br><br>Equity $6,314,288 $7,769,796 $(1,455,508) (18.7)%

As of March 31, 2026, total assets in our consolidated balance sheet were $6.3 billion, a decrease of $1.5 billion from

December 31, 2025, primarily reflecting a decrease in Assets of consolidated VIEs, Loans, held for sale and Loans, net.

Assets of consolidated VIEs decreased $1.0 billion, primarily due to the collapse of RCMF 2021-FL7, RCMF 2023-

FL11 and RCMF 2023-FL12 and paydowns on securitized loans. Loans, held for sale decreased $0.2 billion, primarily

due to loans sold, partially offset by loans transferred from Loans, net. Loans, net decreased $0.1 billion, primarily due

to loan sales and loans transferred from Loans, net to Loans, held for sale, partially offset by the collapse of RCMF

2021-FL7, RCMF 2023-FL11 and RCMF 2023-FL12.

As of March 31, 2026, total liabilities in our consolidated balance sheet were $4.9 billion, a decrease of $1.3 billion from

December 31, 2025, primarily reflecting a decrease in Securitized debt obligations of consolidated VIEs, net and

Secured borrowings. Securitized debt obligations of consolidated VIEs, net decreased $0.6 billion due to the collapse of

70

RCMF 2021-FL7, RCMF 2023-FL11 and RCMF 2023-FL12. Secured borrowings decreased $0.5 billion due to payoffs,

partially offset by the collapse of RCMF 2021-FL7, RCMF 2023-FL11 and RCMF 2023-FL12.

As of March 31, 2026, total stockholders’ equity was $1.4 billion, a decrease of $0.2 billion from December 31, 2025,

primarily due to net losses.

Selected Balance Sheet Information by Business Segment. The table below presents certain selected balance sheet data

by business segments, with the remaining amounts reflected in Unallocated –Corporate.

(in thousands) LMM Commercial<br><br>Real Estate Small Business<br><br>Lending Total
March 31, 2026
Assets
Loans, net $3,111,107 $1,056,768 $4,167,875
Loans, held for sale 281,520 78,708 360,228
MBS 31,649 31,649
Investment in unconsolidated joint ventures 166,950 301 167,251
Servicing rights 60,008 63,679 123,687
Real estate owned 624,960 543 625,503
Liabilities
Secured borrowings 2,001,132 320,311 2,321,443
Securitized debt obligations of consolidated VIEs 460,971 65,564 526,535
Senior secured notes, net 716,054 7,653 723,707
Corporate debt, net 536,972 536,972
Guaranteed loan financing 501,736 501,736
Loan participations sold 56,616 56,616

In the table above,

•Loans, net includes assets of consolidated VIEs.

•Loans, held for sale includes assets of consolidated VIEs, net of valuation allowance.

•Real estate owned includes assets of consolidated VIEs.

71

Statement of Operations Analysis and Metrics

Three Months Ended March 31,
(in thousands) 2026 2025 $ Change
Interest income
LMM commercial real estate $58,893 $124,973 $(66,080)
Small business lending 22,837 29,994 (7,157)
Total interest income $81,730 $154,967 $(73,237)
Interest expense
LMM commercial real estate (80,672) (120,354) 39,682
Small business lending (16,162) (20,112) 3,950
Total interest expense $(96,834) $(140,466) $43,632
Net interest income before (provision for) recovery of loan losses $(15,104) $14,501 $(29,605)
(Provision for) recovery of loan losses
LMM commercial real estate (66,523) 117,941 (184,464)
Small business lending (4,384) (8,373) 3,989
Total (provision for) recovery of loan losses $(70,907) $109,568 $(180,475)
Net interest income (loss) after (provision for) recovery of loan losses $(86,011) $124,069 $(210,080)
Non-interest income (loss)
LMM commercial real estate (68,004) (114,475) 46,471
Small business lending 19,053 36,449 (17,396)
Unallocated corporate income 934 103,762 (102,828)
Total non-interest income (loss) $(48,017) $25,736 $(73,753)
Non-interest expense
LMM commercial real estate (40,939) (27,763) (13,176)
Small business lending (29,212) (30,060) 848
Unallocated corporate expenses (12,582) (14,779) 2,197
Total non-interest expense $(82,733) $(72,602) $(10,131)
Net income (loss) before provision for income taxes
LMM commercial real estate (197,245) (19,678) (177,567)
Small business lending (7,868) 7,898 (15,766)
Unallocated corporate expenses (11,648) 88,983 (100,631)
Total net income (loss) before provision for income taxes $(216,761) $77,203 $(293,964)

72

Results of Operations – Supplemental Information. Realized and unrealized gains (losses) on financial instruments are

recorded in the consolidated statements of operations and classified based on the nature of the underlying asset or

liability.

The table below presents the components of realized and unrealized gains (losses) on financial instruments.

Three Months Ended March 31,
(in thousands) 2026 2025 $ Change
Realized gain (loss) on financial instruments
Creation of mortgage servicing rights
SBA - 7(a) $1,412 $4,859 $(3,447)
Multi-family 1,673 515 1,158
USDA 470 750 (280)
Small business loans 440 544 (104)
Total Creation of mortgage servicing rights $3,995 $6,668 $(2,673)
Loans
SBA - 7(a) 5,164 18,937 (13,773)
Multi-family 164 413 (249)
USDA 671 179 492
Total loans $5,999 $19,529 $(13,530)
Gain on sale business
SBA - 7(a) 6,576 23,796 (17,220)
Multi-family 1,837 928 909
USDA 1,141 929 212
Small business loans 440 544 (104)
Total gain on sale business $9,994 $26,197 $(16,203)
Loans, held for sale
Bridge (23,131) (16,885) (6,246)
Construction (19) 19
Other (3,481) (3,481)
Total loans, held for sale $(26,612) $(16,904) $(9,708)
Loans, net
Bridge (47,730) (393) (47,337)
Fixed rate 135 (13) 148
Construction (1,074) (145) (929)
Other (3) (70) 67
Total loans, net $(48,672) $(621) $(48,051)
Net realized gain (loss) on derivatives, at fair value $(82) $1,946 $(2,028)
Net realized gain (loss) - all other $5,287 $51 $5,236
Net realized gain (loss) on financial instruments $(60,085) $10,669 $(70,754)
Unrealized gain (loss) on financial instruments
Loans, held for sale
Fixed rate 10 (10)
Freddie Mac (54) (309) 255
SBA - 7(a) 1,360 (1,169) 2,529
Other 405 405
Total Loans, held for sale $1,711 $(1,468) $3,179
Net unrealized gain (loss) on preferred equity, at fair value $(7,236) $— $(7,236)
Net unrealized gain (loss) on derivatives, at fair value $1,520 $(515) $2,035
Net unrealized gain (loss) - all other $(2,915) $233 $(3,148)
Net unrealized gain (loss) on financial instruments $(6,920) $(1,750) $(5,170)

LMM Commercial Real Estate Segment Results.

Q1 2026 versus Q1 2025. Interest income of $58.9 million represented a decrease of $66.1 million, primarily due to

decreased loan balances primarily driven by loan sales and an increased balance of loans on non-accrual status driven by

a higher probability that principal and interest will not be collected under the original contractual terms. Interest expense

of $80.7 million represented a decrease of $39.7 million, driven by decreased loan balances and interest rates. Provision

for loan losses of $66.5 million represented an increase of $184.5 million, due to changes in the forecasted

macroeconomic inputs for reserve modeling and an increase in asset specific reserves, partially offset by loans

transferred from Loans, net to Loans, held for sale. Non-interest loss of $68.0 million represented a decrease of $46.5

million, primarily due to a decrease in the transfer of Loans, net to Loans, held for sale and the recovery of the valuation

allowance from loans sold, partially offset by net realized losses on financial instruments and real estate owned driven by

73

loan sales. Non-interest expense of $40.9 million represented an increase of $13.2 million, due to an increase in other

operating expenses primarily driven by hotel expenses.

Small Business Lending Segment Results.

Q1 2026 versus Q1 2025. Interest income of $22.8 million represented a decrease of $7.2 million, primarily due to

decreased loan balances and interest rates. Interest expense of $16.2 million represented a decrease of $4.0 million,

driven by decreased loan balances and interest rates. Provision for loan losses of $4.4 million represented a decrease of

$4.0 million, due to changes in the forecasted macroeconomic inputs for reserve modeling, partially offset by an increase

in specific loan reserves. Non-interest income of $19.1 million represented a decrease of $17.4 million, primarily due to

a decrease in net realized gains on financial instruments. Non-interest expense of $29.2 million was essentially

unchanged from the prior year period.

Unallocated - Corporate.

Q1 2026 versus Q1 2025. Non-interest income of $0.9 million represented a decrease of $102.8 million due to a gain on

bargain purchase recognized from the UDF IV Merger in the prior year period, primarily driven by a discount in UDF

IV’s market valuation due to factors such as the illiquid nature of UDF IV’s shares, and a change in our stock price

between the date of the agreement and the closing date of the UDF IV Merger. Non-interest expense of $12.6 million

represented a decrease of $2.2 million, primarily due to decreased transaction related expenses.

Non-GAAP financial measures

We believe that providing investors with distributable earnings, formerly referred to as core earnings, gives investors

greater transparency into the information used by management in our financial and operational decision-making,

including the determination of dividends.

We calculate distributable earnings as GAAP net income (loss) excluding the following:

i)any unrealized gains or losses on certain MBS not retained by us as part of our loan origination businesses

ii)any realized gains or losses on sales of certain MBS

iii)any unrealized gains or losses on Residential MSRs from discontinued operations

iv)any unrealized change in current expected credit loss reserve and valuation allowances

v)any unrealized gains or losses on de-designated cash flow hedges

vi)any unrealized gains or losses on foreign exchange hedges

vii)any unrealized gains or losses on certain unconsolidated joint ventures

viii)any non-cash compensation expense related to stock-based incentive plan

ix)any unrealized gains or losses on preferred equity, at fair value

x)any unrealized gain or losses or other non-cash items related to real estate owned

xi)one-time non-recurring gains or losses, such as gains or losses on discontinued operations, bargain

purchase gains, or merger related expenses

In calculating distributable earnings, net income (in accordance with GAAP) is adjusted to exclude unrealized gains and

losses on MBS acquired by us in the secondary market but is not adjusted to exclude unrealized gains and losses on

MBS retained by us as part of our loan origination businesses, where we transfer originated loans into an MBS

securitization and retain an interest in the securitization. In calculating distributable earnings, we do not adjust net

income (in accordance with GAAP) to take into account unrealized gains and losses on MBS retained by us as part of

our loan origination businesses because we consider the unrealized gains and losses that are generated in the loan

origination and securitization process to be a fundamental part of this business and an indicator of the ongoing

performance and credit quality of our historical loan originations. In calculating distributable earnings, net income (in

accordance with GAAP) is adjusted to exclude realized gains and losses on certain MBS securities due to a variety of

reasons which may include collateral type, duration, and size.

In addition, in calculating distributable earnings, net income (in accordance with GAAP) is adjusted to exclude

unrealized gains or losses on residential MSRs, held at fair value from discontinued operations. Servicing rights relating

74

to our small business commercial business are accounted for under ASC 860, Transfer and Servicing. In calculating

distributable earnings, we do not exclude realized gains or losses on commercial MSRs, as servicing income is a

fundamental part of our business and an indicator of the ongoing performance.

Furthermore, we believe it is useful to present distributable earnings before realized losses on certain investments, such

as charge-offs and losses realized on sales of real estate owned assets and LMM loans, to reflect our direct operating

results. We utilize distributable earnings before realized losses as an additional performance metric to consider when

assessing our ability to declare and pay dividends. Distributable earnings and distributable earnings before realized

losses are non-U.S. GAAP financial measures and because these non-U.S. GAAP measures are incomplete measures of

our financial performance and involve differences from net income computed in accordance with U.S. GAAP, they

should be considered along with, but not as alternatives to, our net income as measures of our financial performance. In

addition, because not all companies use identical calculations, our presentations of distributable earnings and

distributable earnings before realized losses may not be comparable to other similarly-titled measures of other

companies.

To qualify as a REIT, we must distribute to our stockholders each calendar year dividends equal to at least 90% of our

REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for

dividends paid and excluding net capital gain. There are certain items, including net income generated from the creation

of MSRs, that are included in distributable earnings but are not included in the calculation of the current year’s taxable

income. These differences may result in certain items that are recognized in the current period’s calculation of

distributable earnings not being included in taxable income, and thus not subject to the REIT dividend distribution

requirement, until future years.

The table below presents a reconciliation of net income to distributable earnings before realized losses and distributable

earnings.

Three Months Ended<br><br>March 31,
(in thousands) 2026 2025 $ Change
Net income (loss) $(200,087) $81,965 $(282,052)
Reconciling items:
Unrealized (gain) loss on MSR - discontinued operations 8,952 (8,952)
Unrealized (gain) loss on joint ventures (1,137) 5,639 (6,776)
Increase (decrease) in CECL reserve 26,673 (112,127) 138,800
Increase (decrease) in valuation allowance 6,557 99,718 (93,161)
Non-recurring REO impairment (469) 2,346 (2,815)
Depreciation and amortization on real estate owned 1,576 1,576
Non-cash compensation 1,629 1,785 (156)
Unrealized (gain) loss on preferred equity, at fair value 7,236 7,236
Merger transaction costs and other non-recurring expenses 654 2,993 (2,339)
Bargain purchase (gain) loss (102,471) 102,471
Realized losses on sale of investments 119,520 20,084 99,436
Total reconciling items $162,239 $(73,081) $235,320
Income tax adjustments (11,360) (4,744) (6,616)
Distributable earnings (loss) before realized losses $(49,208) $4,140 $(53,348)
Realized losses on sale of investments, net of tax (110,626) (15,524) (95,102)
Distributable earnings (loss) $(159,834) $(11,384) $(148,450)
Less: Distributable earnings attributable to non-controlling interests 1,725 1,985 (260)
Less: Income attributable to participating shares 2,059 2,228 (169)
Distributable earnings (loss) attributable to common stockholders $(163,618) $(15,597) $(148,021)
Distributable earnings (loss) before realized losses on investments, net of tax per<br><br>common share - basic $(0.33) $0.00 $(0.33)
Distributable earnings (loss) before realized losses on investments, net of tax per<br><br>common share - diluted $(0.33) $0.00 $(0.33)
Distributable earnings (loss) per common share - basic $(1.00) $(0.09) $(0.91)
Distributable earnings (loss) per common share - diluted $(1.00) $(0.09) $(0.91)

Q1 2026 versus Q1 2025. Consolidated net loss of $200.1 million for the three months ended March 31, 2026

represented an increase of $282.1 million from the three months ended March 31, 2025, primarily due to provision for

75

loan losses due to changes in the forecasted macroeconomic inputs for reserve modeling and an increase in asset specific

reserves, partially offset by a decrease in the provision for loan losses related to loans transferred from Loans, net to

Loans, held for sale, a gain on bargain purchase recognized from the UDF IV Merger in the prior year period, primarily

driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of UDF IV’s shares, and a

change in our stock price between the date of the agreement and the closing date of the UDF IV Merger and net realized

losses on financial instruments and real estate owned driven by loan sales, partially offset by decrease in the valuation

allowance related to the transfer of Loans, net to Loans, held for sale driven by loan sales. Consolidated distributable

losses before realized losses of $49.2 million for the three months ended March 31, 2026 represented an increase of

$53.3 million from the three months ended March 31, 2025. The increase in the distributable earnings reconciling items

is primarily due to an increase in the provision for loan losses, a gain on bargain purchase recognized from the UDF IV

Merger in the prior year period and realized losses on sale of investments, partially offset by a decrease in the valuation

allowance related to the transfer of Loans, net to Loans, held for sale. Consolidated distributable losses of $159.8 million

for the three months ended March 31, 2026 represented an increase of $148.5 million from the three months ended

March 31, 2025 due to certain charge-offs and losses realized on sales of real estate owned assets and LMM loans.

Incentive distribution payable to our Manager

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 operating

partnership unit (“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 our 2013 Equity Incentive Plan, our 2023 Equity Incentive Plan and

Broadmark's 2019 Stock Incentive Plan (the “Broadmark Equity Plan”), 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 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 the 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 we forecloses on any properties underlying our 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 our Manager and our independent directors and after approval by a majority of

the independent directors.

Liquidity and Capital Resources

Liquidity is a measure of our ability to turn non-cash assets into cash and to meet potential cash requirements. We use

significant cash to purchase LMM loans and other target assets, originate new LMM loans, pay dividends, repay

principal and interest on our borrowings, fund our operations and meet other general business needs. Certain of our loans

pay PIK interest rather than cash interest payments and from time to time, we may grant concessions to borrowers

experiencing significant financial difficulties in the form of modified terms such as interest rate reductions and other

76

terms described elsewhere in this Form 10-Q. These factors may increase our reliance on our primary sources of

liquidity, including our existing cash balances, borrowings, including securitizations, re-securitizations, repurchase

agreements, warehouse facilities, bank credit facilities and other financing agreements (including term loans and

revolving facilities), the net proceeds of offerings of equity and secured and unsecured debt securities, and net cash

provided by operating and investing activities.

We believe that our sources of liquidity will provide sufficient liquidity to fund ongoing obligations and address

upcoming debt maturities, including the approximately $450.0 million of debt maturing in 2026. We had approximately

$200.0 million of unrestricted cash and approximately $700.0 million of unencumbered assets as of March 31, 2026. We

expect approximately $450 million in net liquidity from portfolio maturities and pending asset resolutions over the next

12 months, and may also sell additional assets. We expect the combination of these items to de-lever the balance sheet,

which may impact book value depending on the size, timing and pricing of such actions. We expect to utilize these

resources, together with our access to the capital markets, to meet our liquidity needs.

We are continuing to monitor the impact of shifts in interest rates, credit spreads and inflation on the Company, the

borrowers underlying our real estate-related assets, the tenants in the properties we own, our financing sources, and the

economy as a whole. Because the severity, magnitude and duration of these economic events remain uncertain, rapidly

changing and difficult to predict, the impact on our operations and liquidity also remains uncertain and difficult to

predict.

Cash flow

Three Months Ended March 31, 2026. Cash and cash equivalents as of March 31, 2026, decreased by $8.3 million to

$241.2 million from December 31, 2025, primarily due to net cash used for financing activities, partially offset by net

cash provided by investing and operating activities. The net cash used for financing activities primarily reflected

repayments of securitized debt obligations of consolidated VIEs and net repayments of secured borrowings. The net cash

provided by investing activities primarily reflected proceeds from disposition and principal payments of loans, partially

offset by net cash used for loan originations. The net cash provided by operating activities primarily reflected the sale of

Loans, held for sale, realized losses on financial instruments and provision for loan losses, partially offset by net losses.

Three Months Ended March 31, 2025. Cash and cash equivalents as of March 31, 2025, increased by $65.6 million to

$248.4 million from December 31, 2024, primarily due to net cash provided by investing and operating activities,

partially offset by net cash used for financing activities. The net cash provided by investing activities primarily reflected

proceeds from disposition and principal payments of loans, partially offset by net cash used for loan originations. The net

cash provided by operating activities reflected a valuation allowance related to the transfer of Loans, net to Loans held

for sale, the sale of Loans, held for sale, and net income, partially offset by a recovery of loan losses related to the

transfer of Loans, net to Loans, held for sale and a bargain purchase gain in connection with the UDF IV Merger, which

was primarily driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of UDF IV’s

shares and a change in our stock price between the date of the agreement and the closing date of the merger. The net cash

used for financing activities primarily reflected repayments of securitized debt obligations of consolidated VIEs, partially

offset by net proceeds from secured borrowings.

Financing Strategy and Leverage

In addition to raising capital through offerings of our public equity and debt securities, we finance our investment

portfolio through securitization and secured borrowings. We generally seek to match-fund our investments to minimize

the differences in the terms of our investments and our liabilities. Our secured borrowings have various recourse levels

including full recourse, partial recourse and non-recourse, as well as varied mark-to-market provisions including full

mark-to-market, credit mark only and non-mark-to-market. Securitizations allow us to match fund loans pledged as

collateral on a long-term, non-recourse basis. Securitization structures typically consist of trusts with principal and

interest collections allocated to senior debt and losses on liquidated loans to equity and subordinate tranches, and provide

debt equal to 50% to 90% of the cost basis of the assets.

We also finance originated SBL with secured borrowings until the loans are sold, generally within 30 days.

77

As of March 31, 2026, we had a total leverage ratio of 3.0x and recourse leverage ratio of 1.8x. Our operating segments

have different levels of recourse debt according to the differentiated nature of each segment. Our LMM Commercial

Real Estate and Small Business Lending segments have recourse leverage ratios of 0.7x and 0.2x, respectively. The

remaining recourse leverage ratio is from our corporate debt offerings.

Secured Borrowings

Credit Facilities and Other Financing Agreements. We utilize credit facilities and other financing arrangements to

finance our business. The financings are collateralized by the underlying mortgages, assets, related documents, and

instruments, and typically contain index-based financing rate and terms, haircut and collateral posting provisions which

depend on the types of collateral and the counterparties involved. These agreements often contain customary negative

covenants and financial covenants, including maintenance of minimum liquidity, minimum tangible net worth,

maximum debt to net worth ratio and current ratio and limitations on capital expenditures, indebtedness, distributions,

transactions with affiliates and maintenance of positive net income.

The table below presents certain characteristics of our credit facilities and other financing arrangements.

Pledged Assets Carrying Value at
Lenders (1) Asset Class Current Maturity (2) Pricing (3) Facility Size Carrying Value March 31, 2026 December 31, 2025
3 SBA loans April 2026 to June 2027 SOFR + 2.55%<br><br>Prime - 0.82% $335,000 $382,817 $301,025 $307,522
1 LMM loans - USD May 2026 SOFR + 1.35% 40,000 8,490 8,277 16,425
1 LMM loans - Non-USD (4) January 2027 EURIBOR +<br><br>3.00% 58,696 21,356 29,413 29,965
2 USDA loans June 2027 - August 2028 SOFR + 2.75% 198,500 33,851 19,285 31,204
Total borrowings under credit facilities and other financing agreements $632,196 $446,514 $358,000 $385,116

(1)Represents the total number of facility lenders.

(2)Current maturity does not reflect extension options available beyond original commitment terms.

(3)Asset class pricing is determined using an index rate plus a weighted average spread.

(4)Non-USD denominated credit facilities have been converted into USD for purposes of this disclosure.

Repurchase Agreements. Under the loan repurchase facilities and securities repurchase agreements, we may be required

to pledge additional assets to our counterparties in the event that the estimated fair value of the existing pledged

collateral under such agreements declines and such lenders demand additional collateral, which may take the form of

additional assets or cash. Generally, the loan repurchase facilities and securities repurchase agreements contain a SOFR-

based financing rate, term and haircuts depending on the types of collateral and the counterparties involved. The loan

repurchase facilities also include financial maintenance covenants.

If the estimated fair values of the assets increase due to changes in market interest rates or other market factors, lenders

may release collateral back to us. Margin calls may result from a decline in the value of the investments securing the

loan repurchase facilities and securities repurchase agreements, prepayments on the loans securing such investments and

from changes in the estimated fair value of such investments generally due to principal reduction of such investments

from scheduled amortization and resulting from changes in market interest rates and other market factors. Counterparties

also may choose to increase haircuts based on credit evaluations of our Company and/or the performance of the assets in

question. Historically, disruptions in the financial and credit markets have resulted in increased volatility in these levels,

and this volatility could persist as market conditions continue to change. Should prepayment speeds on the mortgages

underlying our investments or market interest rates suddenly increase, margin calls on the loan repurchase facilities and

securities repurchase agreements could result, causing an adverse change in our liquidity position. To date, we have

satisfied all of our margin calls and have never sold assets in response to any margin call under these borrowings.

Our borrowings under repurchase agreements are renewable at the discretion of our lenders and, as such, our ability to

roll-over such borrowings are not guaranteed. The terms of the repurchase transaction borrowings under our repurchase

agreements generally conform to the terms in the standard master repurchase agreement as published by the Securities

Industry and Financial Markets Association, as to repayment, margin requirements and the segregation of all assets we

have initially sold under the repurchase transaction. In addition, each lender typically requires that we include

supplemental terms and conditions to the standard master repurchase agreement. Typical supplemental terms and

conditions, which differ by lender, may include changes to the margin maintenance requirements, required haircuts and

78

purchase price maintenance requirements, requirements that all controversies related to the repurchase agreement be

litigated in a particular jurisdiction, and cross default and setoff provisions.

We maintain certain assets, which, from time to time, may include cash, unpledged LMM loans, LMM ABS and short-

term investments (which may be subject to various haircuts if pledged as collateral to meet margin requirements) and

collateral in excess of margin requirements held by our counterparties, or collectively, the “Cushion”, to meet routine

margin calls and protect against unforeseen reductions in our borrowing capabilities. Our ability to meet future margin

calls will be impacted by the Cushion, which varies based on the fair value of our investments, our cash position and

margin requirements. Our cash position fluctuates based on the timing of our operating, investing and financing activities

and is managed based on our anticipated cash needs.

The table below presents certain characteristics of our repurchase agreements.

Pledged Assets Carrying Value at
Lenders (1) Asset Class Current Maturity (2) Pricing (3) Facility Size Carrying Value March 31, 2026 December 31, 2025
7 LMM loans June 2026 -<br><br>September 2028 SOFR + 2.56% $3,425,000 $2,997,237 $1,841,176 $2,277,028
5 MBS April 2026 -<br><br>September 2026 5.38% 122,267 212,800 122,267 126,782
Total borrowings under repurchase agreements $3,547,267 $3,210,037 $1,963,443 $2,403,810

(1)Represents the total number of facility lenders.

(2)Current maturity does not reflect extension options available beyond original commitment terms.

(3)Asset class pricing is determined using an index rate plus a weighted average spread.

Collateralized borrowings under repurchase agreements

The table below presents the amount of collateralized borrowings outstanding under repurchase agreements as of the end

of each quarter, the average amount of collateralized borrowings outstanding under repurchase agreements during the

quarter and the highest balance of any month end during the quarter.

(in thousands) Quarter End Balance Average Balance in Quarter Highest Month End Balance in Quarter
Q2 2024 2,087,661 2,058,766 2,087,661
Q3 2024 1,882,327 1,971,347 2,049,273
Q4 2024 1,718,131 1,795,627 1,846,677
Q1 2025 2,425,258 1,922,525 2,425,258
Q2 2025 3,135,931 2,673,449 3,135,931
Q3 2025 2,460,953 2,699,935 3,021,745
Q4 2025 2,403,810 2,402,929 2,431,561
Q1 2026 1,963,443 2,178,978 2,628,893

The net decrease in the outstanding balances during the first quarter of 2026 was primarily due to the sales and

paydowns of warehouse loans, partially offset by the collapse of RCMF 2021-FL7, RCMF 2023-FL11 and RCMF 2023-

FL12.

Paycheck Protection Program Liquidity Facility borrowings. The Company uses the PPPLF from the Federal Reserve

to finance PPP loans. The program charges an interest rate of 0.35%. As of March 31, 2026, we had approximately $3.8

million outstanding under this credit facility.

79

Senior Secured Notes and Corporate Debt, Net

The table below presents information about senior secured notes and corporate debt issued through public and private

transactions.

(in thousands) Coupon Rate Maturity Date March 31, 2026
Senior secured notes principal amount(1) 4.50% 10/20/2026 $350,000
Senior secured notes principal amount(2) 9.375% 3/1/2028 270,000
Term loan principal amount(3) SOFR + 5.50% 4/12/2029 115,250
Unamortized discount (1,747)
Unamortized deferred financing costs (9,796)
Total senior secured notes, net $723,707
Corporate debt principal amount(4) 5.50% 12/30/2028 110,000
Corporate debt principal amount(5) 6.20% 7/30/2026 67,443
Corporate debt principal amount(6) 7.375% 7/31/2027 100,000
Corporate debt principal amount(7) 5.00% 11/15/2026 100,000
Corporate debt principal amount(8) 9.00% 12/15/2029 129,371
Unamortized discount - corporate debt (4,600)
Unamortized deferred financing costs - corporate debt (1,492)
Junior subordinated notes principal amount(9) SOFR + 3.10% 3/30/2035 15,000
Junior subordinated notes principal amount(10) SOFR + 3.10% 4/30/2035 21,250
Total corporate debt, net $536,972
Total carrying amount of debt $1,260,679

(1)Interest on the senior secured notes is payable semiannually on April 20 and October 20 of each year.

(2)Interest on the senior secured notes is payable semiannually on March 1 and September 1 of each year.

(3)Interest on the term loan is payable quarterly on January 12, April 12, July 12 and October 12 of each year.

(4)Interest on the corporate debt is payable semiannually on June 30 and December 30 of each year.

(5)Interest on the corporate debt is payable quarterly on January 30, April 30, July 30, and October 30 of each year.

(6)Interest on the corporate debt is payable semiannually on January 31 and July 31 of each year.

(7)Interest on the corporate debt is payable semiannually on May 15 and November 15 of each year; assumed as part of the Broadmark Merger (as defined below).

(8) Interest on the corporate debt is payable quarterly on March 15, June 15, September 15, and December 15 of each year.

(9) Interest on the Junior subordinated notes I-A is payable quarterly on March 30, June 30, September 30, and December 30 of each year.

(10) Interest on the Junior subordinated notes I-B is payable quarterly on January 30, April 30, July 30, and October 30 of each year.

The table below presents the contractual maturities for senior secured notes and corporate debt.

(in thousands) March 31, 2026
2026 $517,443
2027 100,000
2028 380,000
2029 244,621
2030
Thereafter 36,250
Total contractual amounts $1,278,314
Unamortized deferred financing costs, discounts, and premiums, net (17,635)
Total carrying amount of debt $1,260,679

ReadyCap Holdings 4.50% senior secured notes due 2026. On October 20, 2021, ReadyCap Holdings, an indirect

subsidiary of the Company, completed the offer and sale of $350.0 million of its 4.50% Senior Secured Notes due 2026

(the “2026 Senior Secured Notes”). The 2026 Senior Secured Notes are fully and unconditionally guaranteed by the

Company, each direct parent entity of ReadyCap Holdings, and other direct or indirect subsidiaries of the Company from

time to time that is a direct parent entity of Sutherland Asset III, LLC or otherwise pledges collateral to secure the 2026

Senior Secured Notes (collectively, the “2026 SSN Guarantors”).

ReadyCap Holdings’ and the 2026 SSN Guarantors’ respective obligations under the 2026 Senior Secured Notes are

secured by a perfected first-priority lien on certain capital stock and assets (collectively, the “2026 SSN Collateral”)

owned by certain subsidiaries of the Company.

The 2026 Senior Secured Notes are redeemable by ReadyCap Holdings’ following a non-call period, through the

payment of the outstanding principal balance of the 2026 Senior Secured Notes plus a “make-whole” or other premium

that decreases the closer the 2026 Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to

repurchase the 2026 Senior Secured Notes at 101% of the principal balance of the 2026 Senior Secured Notes in the

80

event of a change in control and a downgrade of the rating on the 2026 Senior Secured Notes in connection therewith, as

set forth more fully in the note purchase agreement governing the 2026 Senior Secured Notes.

The 2026 Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary

negative covenants and requirements relating to the collateral and the Company, ReadyCap Holdings, and the 2026 SSN

Guarantors, including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth

ratio, and limitations on transactions with affiliates.

ReadyCap Holdings 9.375% senior secured notes due 2028. On February 21, 2025, ReadyCap Holdings completed the

offer and sale of $220.0 million of its 9.375% Senior Secured Notes due 2028 (the “2028 Senior Secured Notes” and,

with the 2026 Senior Secured Notes, collectively, the “Senior Secured Notes”) for net proceeds of $216.7 million before

expenses. The 2028 Senior Secured Notes are fully and unconditionally guaranteed by the Company and other direct or

indirect subsidiaries of the Company from time to time that pledge collateral to secure the 2028 Senior Secured Notes

(collectively, the “2028 SSN Guarantors”).

ReadyCap Holdings’ and the 2028 SSN Guarantors’ respective obligations under the 2028 Senior Secured Notes are

secured by a perfected first-priority lien on certain capital stock and assets (collectively, the “2028 SSN Collateral”)

owned by certain subsidiaries of the Company.

The 2028 Senior Secured Notes are redeemable by ReadyCap Holdings following a non-call period, through the

payment of the outstanding principal balance of the 2028 Senior Secured Notes plus a “make-whole” or other premium

that decreases the closer the 2028 Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to

repurchase the 2028 Senior Secured Notes at 101% of the principal balance of the 2028 Senior Secured Notes in the

event of a change in control and a downgrade of the rating on the 2028 Senior Secured Notes in connection therewith, as

set forth more fully in the note purchase agreement governing the 2028 Senior Secured Notes.

The 2028 Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary

negative covenants and requirements relating to the collateral and the Company, ReadyCap Holdings, and the 2028 SSN

Guarantors, including maintenance of minimum tangible net worth, maximum debt to net worth ratio, unencumbered

cash and asset requirements, and limitations on transactions with affiliates.

On April 16, 2025, ReadyCap Holdings issued an additional $50.0 million in aggregate principal amount of its 2028

Senior Secured Notes for net proceeds of $49.3 million before expenses. The additional notes are fungible with and

treated as a single series of debt securities as the Company’s 2028 Senior Secured Notes issued on February 21, 2025.

The Company used the net proceeds from the issuance of the additional notes to repay its indebtedness and for general

corporate purposes.

Ready Term Holdings, LLC (“Ready Term Holdings”) term loan due 2029. On April 12, 2024, Ready Term Holdings,

an indirect subsidiary of the Company, entered into a credit agreement which provides for a delayed draw term loan to

the Company in an aggregate principal amount not to exceed $115.25 million (the “Term Loan”). The Term Loan is fully

and unconditionally guaranteed by the Company and other direct or indirect subsidiaries of the Company from time to

time that pledge collateral to secure the Term Loan (collectively, the “Term Loan Guarantors”).

Ready Term Holdings’ and the Term Loan Guarantors’ respective obligations under the Term Loan are secured by a

perfected first-priority lien on certain capital stock and assets (collectively, the “Term Loan Collateral”) owned by

certain subsidiaries of the Company.

The Term Loan matures on April 12, 2029, and may be drawn at any time on or prior to January 12, 2025, subject to the

satisfaction of customary conditions. The Company borrowed $75.0 million in connection with the initial closing of the

Term Loan. On August 19, 2024, the Company borrowed an additional $20.0 million. The Term Loan bears interest on

the outstanding principal amount thereof at a rate equal to (a) SOFR plus 5.50% per annum or (b) base rate plus 4.50%

per annum; provided that if at any time the Term Loan is rated below investment grade, the interest rate shall increase to

(x) SOFR plus 6.50% per annum or (y) base rate plus 5.50% per annum until the rating is no longer below investment

grade. In connection with the entry into the credit agreement, the Company also agreed to pay certain upfront fees on the

81

initial borrowing date. The Company will also pay, with respect to any unused portion of the Term Loan, a commitment

fee of 1.00% per annum.

The Term Loan was issued pursuant to a credit agreement, which contains certain customary representations and

warranties and affirmative and negative covenants and requirements relating to the collateral and the Company, Ready

Term Holdings, and the Term Loan Guarantors, including maintenance of a minimum asset coverage ratio and a

maximum debt to equity ratio.

Corporate debt

We issue senior unsecured notes in public and private transactions. The notes are governed by a base indenture and

supplemental indentures. Often, the notes are redeemable by us following a non-call period, through the payment of the

outstanding principal balance plus a “make-whole” or other premium that typically decreases the closer the notes are to

maturity. We are often required to offer to repurchase the notes, in some cases at 101% of the principal balance of the

notes, in the event of a change in control or fundamental change pertaining to our company, as defined in the applicable

supplemental indentures. The notes rank equal in right of payment to any of our existing and future unsecured and

unsubordinated indebtedness; effectively junior in right of payment to any of our existing and future secured

indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and

future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred stock, if any,

of our subsidiaries. The supplemental indentures governing the notes often contain customary negative covenants and

financial covenants relating to maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net

worth ratio and limitations on transactions with affiliates.

In addition, in connection with the merger among the Company, Broadmark Realty Capital Inc. (“Broadmark”), and

RCC Merger Sub, LLC, a wholly owned subsidiary of the operating partnership (“RCC Merger Sub”), in which

Broadmark merged with and into RCC Merger Sub, with RCC Merger Sub remaining as a wholly owned subsidiary of

the operating partnership (the “Broadmark Merger”), RCC Merger Sub assumed Broadmark’s obligations on certain

senior unsecured notes. The note purchase agreement governing these notes contains financial covenants that require

compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as other

customary affirmative and negative covenants.

Securitization transactions

Our Manager’s extensive experience in loan acquisition, origination, servicing and securitization strategies has enabled

us to complete several securitizations of LMM and SBA loan assets since January 2011. These securitizations allow us

to match fund the LMM and SBA loans on a long-term, non-recourse basis. The assets pledged as collateral for these

securitizations were contributed from our portfolio of assets. By contributing these LMM and SBA assets to the various

securitizations, these transactions created capacity for us to fund other investments.

82

The table below presents information on the securitization structures and related issued tranches of notes to investors.

(in millions) Collateral Asset Class Issuance Active / Collapsed Bonds Issued
Trusts (Firm sponsored)
Waterfall Victoria Mortgage Trust 2011-1 (SBC1) LMM Acquired loans February 2011 Collapsed $40.5
Waterfall Victoria Mortgage Trust 2011-3 (SBC3) LMM Acquired loans October 2011 Collapsed 143.4
Sutherland Commercial Mortgage Trust 2015-4 (SBC4) LMM Acquired loans August 2015 Collapsed 125.4
Sutherland Commercial Mortgage Trust 2018 (SBC7) LMM Acquired loans November 2018 Collapsed 217.0
ReadyCap Lending Small Business Trust 2015-1 (RCLT 2015-1) Acquired SBA 7(a) loans June 2015 Collapsed 189.5
ReadyCap Lending Small Business Loan Trust 2019-2 (RCLT 2019-2) Originated SBA 7(a) loans,<br><br>Acquired SBA 7(a) loans December 2019 Active 131.0
ReadyCap Lending Small Business Loan Trust 2023-3 (RCLT 2023-3) Originated SBA 7(a) loans,<br><br>Acquired SBA 7(a) loans July 2023 Active 132.0
Real Estate Mortgage Investment Conduits (REMICs)
ReadyCap Commercial Mortgage Trust 2014-1 (RCMT 2014-1) LMM Originated conventional September 2014 Collapsed 181.7
ReadyCap Commercial Mortgage Trust 2015-2 (RCMT 2015-2) LMM Originated conventional November 2015 Collapsed 218.8
ReadyCap Commercial Mortgage Trust 2016-3 (RCMT 2016-3) LMM Originated conventional November 2016 Active 162.1
ReadyCap Commercial Mortgage Trust 2018-4 (RCMT 2018-4) LMM Originated conventional March 2018 Active 165.0
Ready Capital Mortgage Trust 2019-5 (RCMT 2019-5) LMM Originated conventional January 2019 Active 355.8
Ready Capital Mortgage Trust 2019-6 (RCMT 2019-6) LMM Originated conventional November 2019 Active 430.7
Ready Capital Mortgage Trust 2022-7 (RCMT 2022-7) LMM Originated conventional April 2022 Active 276.8
Waterfall Victoria Mortgage Trust 2011-2 (SBC2) LMM Acquired loans March 2011 Collapsed 97.6
Sutherland Commercial Mortgage Trust 2018 (SBC6) LMM Acquired loans August 2017 Collapsed 154.9
Sutherland Commercial Mortgage Trust 2019 (SBC8) LMM Acquired loans June 2019 Active 306.5
Sutherland Commercial Mortgage Trust 2020 (SBC9) LMM Acquired loans June 2020 Collapsed 203.6
Sutherland Commercial Mortgage Trust 2021 (SBC10) LMM Acquired loans May 2021 Active 232.6
Collateralized Loan Obligations (CLOs)
Ready Capital Mortgage Financing 2017– FL1 LMM Originated bridge August 2017 Collapsed 198.8
Ready Capital Mortgage Financing 2018 – FL2 LMM Originated bridge June 2018 Collapsed 217.1
Ready Capital Mortgage Financing 2019 – FL3 LMM Originated bridge April 2019 Collapsed 320.2
Ready Capital Mortgage Financing 2020 – FL4 LMM Originated bridge June 2020 Collapsed 405.3
Ready Capital Mortgage Financing 2021 – FL5 LMM Originated bridge March 2021 Collapsed 628.9
Ready Capital Mortgage Financing 2021 – FL6 LMM Originated bridge August 2021 Collapsed 652.5
Ready Capital Mortgage Financing 2021 – FL7 LMM Originated bridge November 2021 Collapsed 927.2
Ready Capital Mortgage Financing 2022 – FL8 LMM Originated bridge March 2022 Collapsed 1,135.0
Ready Capital Mortgage Financing 2022 – FL9 LMM Originated bridge June 2022 Collapsed 754.2
Ready Capital Mortgage Financing 2022 – FL10 LMM Originated bridge October 2022 Collapsed 860.1
Ready Capital Mortgage Financing 2023 – FL11 LMM Originated bridge February 2023 Collapsed 586.0
Ready Capital Mortgage Financing 2023 – FL12 LMM Originated bridge June 2023 Collapsed 648.6
Trusts (Non-firm sponsored)
Freddie Mac Small Balance Mortgage Trust 2016-SB11 Originated agency multi-family January 2016 Active 110.0
Freddie Mac Small Balance Mortgage Trust 2016-SB18 Originated agency multi-family July 2016 Active 118.0
Freddie Mac Small Balance Mortgage Trust 2017-SB33 Originated agency multi-family June 2017 Active 197.9
Freddie Mac Small Balance Mortgage Trust 2018-SB45 Originated agency multi-family January 2018 Active 362.0
Freddie Mac Small Balance Mortgage Trust 2018-SB52 Originated agency multi-family September 2018 Active 505.0
Freddie Mac Small Balance Mortgage Trust 2018-SB56 Originated agency multi-family December 2018 Active 507.3
Key Commercial Mortgage Trust 2020-S3(1) LMM Originated conventional September 2020 Active 263.2

(1)Contributed portion of assets into trust

We used the proceeds from the sale of the tranches issued to purchase and originate LMM and SBL loans. We are the

primary beneficiary of all firm sponsored securitizations; therefore they are consolidated in our financial statements.

Contractual Obligations and Off-Balance Sheet Arrangements

Other than the items referenced above, there have been no material changes to our contractual obligations for the three

months ended March 31, 2026. Refer to Item 7, "Management’s Discussion and Analysis of Financial Condition and

Results of Operations – Contractual Obligations," in the Company's Form 10-K for further details. As of the date of this

Form 10-Q, we had no off-balance sheet arrangements, other than as disclosed.

83

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP, which requires the use of estimates and

assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period. We believe that all of the

decisions and assessments upon which our consolidated financial statements are based were reasonable at the time made,

based upon information available to us at that time. The following discussion describes the critical accounting estimates

that apply to our operations and require complex management judgment. This summary should be read in conjunction

with our accounting policies and use of estimates included in “Notes to Consolidated Financial Statements, Note 3 –

Summary of Significant Accounting Policies” included in Item 8, “Financial Statements and Supplementary Data,” in the

Company’s Form 10-K.

Allowance for credit losses

The allowance for credit losses consists of the allowance for losses on loans and lending commitments accounted for at

amortized cost. Such loans and lending commitments are reviewed quarterly considering credit quality indicators,

including probable and historical losses, collateral values, LTV ratio and economic conditions. The allowance for credit

losses increases through provisions charged to earnings and reduced by charge-offs, net of recoveries.

We utilize loan loss forecasting models for estimating expected life-time credit losses, at the individual loan level, for its

loan portfolio. The Current Expected Credit Loss (“CECL”) forecasting methods used by the Company include (i) a

probability of default and loss given default method using underlying third-party CMBS/CRE loan database with

historical loan losses and (ii) probability weighted expected cash flow method, depending on the type of loan and the

availability of relevant historical market loan loss data. We might use other acceptable alternative approaches in the

future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical

market loan loss data.

We estimate the CECL expected credit losses for our loan portfolio at the individual loan level. Significant inputs to our

forecasting methods include (i) key loan-specific inputs such as LTV, vintage year, loan-term, underlying property type,

occupancy, geographic location, and others, and (ii) a macro-economic forecast. These estimates may change in future

periods based on available future macro-economic data and might result in a material change in our future estimates of

expected credit losses for its loan portfolio.

In certain instances, we consider relevant loan-specific qualitative factors to certain loans to estimate its CECL expected

credit losses. We consider loan investments that are both (i) expected to be substantially repaid through the operation or

sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-

dependent” loans. For such loans that we determine that foreclosure of the collateral is probable, we measure the

expected losses based on the difference between the fair value of the collateral (less costs to sell the asset if repayment is

expected through the sale of the collateral) and the amortized cost basis of the loan as of the measurement date. For

collateral-dependent loans that we determine foreclosure is not probable, we apply a practical expedient to estimate

expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is

expected through the sale of the collateral) and the amortized cost basis of the loan.

While we have a formal methodology to determine the adequate and appropriate level of the allowance for credit losses,

estimates of inherent loan losses involve judgment and assumptions as to various factors, including current economic

conditions. Our determination of adequacy of the allowance for credit losses is based on quarterly evaluations of the

above factors. Accordingly, the provision for loan losses will vary from period to period based on management's ongoing

assessment of the adequacy of the allowance for credit losses.

Significant judgment is required when evaluating loans for impairment; therefore, actual results over time could be

materially different. Refer to “Notes to Consolidated Financial Statements, Note 6 – Loans and Allowance for Credit

Losses” included in this Form 10-Q for results of our loan impairment evaluation.

84

Valuation of financial assets and liabilities carried at fair value

We measure our MBS, derivative assets and liabilities, and any assets or liabilities where we have elected the fair value

option at fair value, including certain loans we have originated that are expected to be sold to third parties or securitized

in the near term.

We have established valuation processes and procedures designed so that fair value measurements are appropriate and

reliable, that they are based on observable inputs where possible, that the valuation approaches are consistently applied,

and the assumptions and inputs are reasonable. We also have established processes to provide that the valuation

methodologies, techniques and approaches for investments that are categorized within Level 3 of the ASC 820 Fair

Value Measurement fair value hierarchy (the “fair value hierarchy”) are fair, consistent and verifiable. Our processes

provide a framework that ensures the oversight of our fair value methodologies, techniques, validation procedures, and

results.

When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities

or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity,

credit, market and/or other risk factors. Refer to “Notes to Consolidated Financial Statements, Note 7 – Fair Value

Measurements” included in Item 8, “Financial Statements and Supplementary Data,” in the Form 10-K for a more

complete discussion of our critical accounting estimates as they pertain to fair value measurements.

Servicing rights impairment

Servicing rights, at amortized cost, are initially recorded at fair value and subsequently carried at amortized cost.

For purposes of testing our servicing rights, carried at amortized cost, for impairment, we first determine whether facts

and circumstances exist that would suggest the carrying value of the servicing asset is not recoverable. If so, we then

compare the net present value of servicing cash flow with its carrying value. The estimated net present value of servicing

cash flows of the intangibles is determined using discounted cash flow modeling techniques which require management

to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted loan

prepayment rates, delinquency rates and anticipated maturity defaults. If the carrying value of the servicing rights

exceeds the net present value of servicing cash flows, the servicing rights are considered impaired and an impairment

loss is recognized in earnings for the amount by which carrying value exceeds the net present value of servicing cash

flows. We monitor the actual performance of our servicing rights by regularly comparing actual cash flow, credit, and

prepayment experience to modeled estimates.

Significant judgment is required when evaluating servicing rights for impairment therefore, actual results over time

could be materially different. Refer to “Notes to Consolidated Financial Statements, Note 8 – Servicing Rights” included

in this Form 10-Q for a more complete discussion of our critical accounting estimates as they pertain to servicing rights

impairment.

Refer to “Notes to Consolidated Financial Statements, Note 4– Recent Accounting Pronouncements” included in Item 8,

“Financial Statements and Supplementary Data,” in the Company’s Form 10-K for a discussion of recent accounting

developments and the expected impact to the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we enter into transactions in various financial instruments that expose us to various

types of risk, both on and off-balance sheet, which are associated with such financial instruments and markets for which

we invest. These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity

risk, off-balance sheet risk and prepayment risk. Many of these risks have been augmented due to the continuing

economic disruptions caused by inflationary pressures, rising energy costs, heightened geopolitical tensions, and the

impact of pandemics and epidemics which remain uncertain and difficult to predict. We continue to monitor the impact

and effect of these risks in our operations.

Market risk. Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable

changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying

85

financial instruments. We attempt to mitigate our exposure to market risk by entering into offsetting transactions, which

may include purchase or sale of interest-bearing securities and equity securities.

Credit risk. We are subject to credit risk in connection with our investments in LMM loans and LMM ABS and other

target assets we may acquire in the future. The credit risk related to these investments pertains to the ability and

willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed

throughout the loan or security term. We believe that loan credit quality is primarily determined by the borrowers’ credit

profiles and loan characteristics. We seek to mitigate this risk by seeking to acquire assets at appropriate prices given

anticipated and unanticipated losses and by deploying a value-driven approach to underwriting and diligence, consistent

with our historical investment strategy, with a focus on projected cash flows and potential risks to cash flow. We further

mitigate our risk of potential losses while managing and servicing our loans by performing various workout and loss

mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit losses could occur which could

adversely impact operating results.

Interest rate risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies,

domestic and international economic and political considerations and other factors beyond our control.

Our operating results will depend, in part, on differences between the income from our investments and our financing

costs. Our debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index,

subject to a floor, as determined by the particular financing arrangement. The general impact of changing interest rates is

discussed above under “— Factors Impacting Operating Results — Changes in Market Interest Rates.” In the event of a

significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses

to us, which could materially and adversely affect our business, financial condition, liquidity, results of operations and

prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest-earning assets and

interest-bearing liabilities.

Additionally, non-performing LMM loans are not as interest rate sensitive as performing loans, as earnings on non-

performing loans are often generated from restructuring the assets through loss mitigation strategies and

opportunistically disposing of them. Because non-performing LMM loans are short-term assets, the discount rates used

for valuation are based on short-term market interest rates, which may not move in tandem with long-term market

interest rates.

The table below projects the impact on our interest income and expense for the twelve-month period following

March 31, 2026, assuming an immediate increase or decrease of 25, 50, 75, and 100 basis points in interest rates.

12-month pretax net interest income sensitivity profiles
Instantaneous change in rates
(in thousands) 25 basis<br><br>point<br><br>increase 50 basis<br><br>point<br><br>increase 75 basis<br><br>point<br><br>increase 100 basis<br><br>point<br><br>increase 25 basis<br><br>point<br><br>decrease 50 basis<br><br>point<br><br>decrease 75 basis<br><br>point<br><br>decrease 100 basis<br><br>point<br><br>decrease
Assets:
Loans $4,279 $8,861 $13,576 $18,321 $(4,075) $(7,954) $(11,686) $(15,337)
Interest rate swap hedges 1,045 2,090 3,135 4,180 (1,045) (2,090) (3,135) (4,180)
Total $5,324 $10,951 $16,711 $22,501 $(5,120) $(10,044) $(14,821) $(19,517)
Liabilities:
Secured borrowings (5,477) (10,954) (16,432) (21,909) 5,477 10,954 16,432 21,909
Securitized debt obligations (166) (332) (498) (664) 166 332 498 664
Senior secured notes and corporate debt (379) (758) (1,136) (1,515) 379 758 1,136 1,515
Total $(6,022) $(12,044) $(18,066) $(24,088) $6,022 $12,044 $18,066 $24,088
Total Net Impact to Net Interest Income<br><br>(Expense) $(698) $(1,093) $(1,355) $(1,587) $902 $2,000 $3,245 $4,571

Such hypothetical impact of interest rates on our variable rate debt does not consider the effect of any change in overall

economic activity that could occur in a rising interest rate environment. Further, in the event of such a change in interest

rates, we may take actions to further mitigate our exposure to such a change. However, due to the uncertainty of the

specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial

structure.

86

Liquidity risk. Liquidity risk arises in our investments and the general financing of our investing activities. It includes

the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate positions in a

timely manner at a reasonable price, in addition to potential increases in collateral requirements during times of

heightened market volatility. It also includes risk stemming from PIK interest loans and loan modifications we may grant

to borrowers which are intended to minimize our economic loss and to avoid foreclosure or repossession of collateral.

Such modifications may include interest rate reductions, principal forgiveness, term extensions, and other-than-

insignificant payment delay, which may impact our ability to meet potential cash requirements and make us more reliant

on financing strategies. Additionally, if we were forced to dispose of an illiquid investment at an inopportune time, we

might be forced to do so at a substantial discount to the market value, resulting in a realized loss. We attempt to mitigate

our liquidity risk by regularly monitoring the liquidity of our investments in LMM loans, ABS and other financial

instruments. Factors such as our expected exit strategy for, the bid to offer spread of, and the number of broker dealers

making an active market in a particular strategy and the availability of long-term funding, are considered in analyzing

liquidity risk. To reduce any perceived disparity between the liquidity and the terms of the debt instruments in which we

invest, we attempt to minimize our reliance on short-term financing arrangements. While we may finance certain

investments in security positions using traditional margin arrangements and reverse repurchase agreements, other

financial instruments such as collateralized debt obligations, and other longer-term financing vehicles may be utilized to

provide us with sources of long-term financing.

Prepayment risk. Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the

return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any

premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates

accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets.

Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates

accelerates the accretion of purchase discounts, thereby increasing the interest income earned on the assets.

LMM loan and ABS extension risk. Our Manager computes the projected weighted-average life of our assets based on

assumptions regarding the rate at which the borrowers will prepay the mortgages or extend. If prepayment rates decrease

in a rising interest rate environment or extension options are exercised, the life of the fixed-rate assets could extend

beyond the term of the secured debt agreements. This could have a negative impact on our results of operations. In some

situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.

Real estate risk. The market values of commercial assets are subject to volatility and may be affected adversely by a

number of factors, including, but not limited to, national, regional and local economic conditions (which may be

adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of

housing, retail, industrial, office or other commercial space); changes or continued weakness in specific industry

segments; construction quality, construction cost, age and design; demographic factors; and retroactive changes to

building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential

proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.

Fair value risk. The estimated fair value of our investments fluctuates primarily due to changes in interest rates.

Generally, in a rising interest rate environment, the estimated fair value of the fixed-rate investments would be expected

to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of the fixed-rate investments

would be expected to increase. As market volatility increases or liquidity decreases, the fair value of our assets recorded

and/or disclosed may be adversely impacted. Our economic exposure is generally limited to our net investment position

as we seek to fund fixed rate investments with fixed rate financing or variable rate financing hedged with interest rate

swaps.

Counterparty risk. We finance the acquisition of a significant portion of our commercial mortgage loans, MBS and other

assets with our repurchase agreements, credit facilities, and other financing agreements. In connection with these

financing arrangements, we pledge our mortgage loans and securities as collateral to secure the borrowings. The amount

of collateral pledged will typically exceed the amount of the borrowings (i.e. the haircut) such that the borrowings will

be over-collateralized. As a result, we are exposed to the counterparty if, during the term of the financing, a lender

should default on its obligation and we are not able to recover our pledged assets. The amount of this exposure is the

difference between the amount loaned to us plus interest due to the counterparty and the fair value of the collateral

pledged by us to the lender including accrued interest receivable on such collateral.

87

We are exposed to changing interest rates and market conditions, which affects cash flows associated with borrowings.

We enter into derivative instruments, such as interest rate swaps, to mitigate these risks. Interest rate swaps are used to

mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest amounts from a

counterparty in exchange for us making payments based on a fixed interest rate over the life of the swap contract.

Certain of our subsidiaries have entered into over-the-counter (“OTC”) interest rate swap agreements to hedge risks

associated with movements in interest rates. Because certain interest rate swaps were not cleared through a central

counterparty, we remain exposed to the counterparty's ability to perform its obligations under each such swap and cannot

look to the creditworthiness of a central counterparty for performance. As a result, if an OTC swap counterparty cannot

perform under the terms of an interest rate swap, our subsidiary would not receive payments due under that agreement,

we may lose any unrealized gain associated with the interest rate swap and the hedged liability would cease to be hedged

by the interest rate swap. While we would seek to terminate the relevant OTC swap transaction and may have a claim

against the defaulting counterparty for any losses, including unrealized gains, there is no assurance that we would be able

to recover such amounts or to replace the relevant swap on economically viable terms or at all. In such case, we could be

forced to cover our unhedged liabilities at the then current market price. We may also be at risk for any collateral we

have pledged to secure our obligations under the OTC interest rate swap if the counterparty becomes insolvent or files

for bankruptcy. Therefore, upon a default by an interest rate swap agreement counterparty, the interest rate swap would

no longer mitigate the impact of changes in interest rates as intended.

The table below presents information with respect to any counterparty for repurchase agreements for which our

Company had greater than 5% of stockholders’ equity at risk in the aggregate.

March 31, 2026
(in thousands) Counterparty<br><br>Rating Amount of Risk Weighted Average Months<br><br>to Maturity for Agreement Percentage of<br><br>Stockholders’ Equity
JPMorgan Chase Bank, N.A. AA-/Aa2 $627,834 4.0 43.6%
Churchill MRA Funding I LLC Not rated $174,672 13.4 12.1%
Nomura Corporate Funding Americas, LLC BBB+/Baa1 $237,582 22.1 16.5%

In the table above,

•The counterparty ratings presented are the long-term issuer credit rating as rated by S&P and Moody’s,

respectively.

•The amount at risk reflects the difference between the amount loaned through repurchase agreements, including

interest payable, and the cash and fair value of the assets pledged as collateral, including accrued interest

receivable.

Capital market risk. We are exposed to risks related to the equity capital markets, and our related ability to raise capital

through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt

capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other

financing arrangements. As a REIT, we are required to distribute a significant portion of our taxable income annually,

which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital

to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our

decisions on the amount, timing, and terms of capital we raise.

Off-balance sheet risk. Off-balance sheet risk refers to situations where the maximum potential loss resulting from

changes in the level or volatility of interest rates, foreign currency exchange rates or market values of the underlying

financial instruments may result in changes in the value of a particular financial instrument in excess of the reported

amounts of such assets and liabilities currently reflected in the accompanying consolidated balance sheets.

Inflation risk. Most of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other

factors influence our performance significantly more than inflation does. Changes in interest rates may, but do not

necessarily, correlate with inflation rates and/or changes in inflation rates. Refer to “Quantitative and Qualitative

Disclosures About Market Risk – Interest Rate Risk” in this Form 10-Q for a discussion on interest rate sensitivity.

88

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be

disclosed in its Exchange Act, reports is recorded, processed, summarized and reported within the time periods specified

in the SEC's rules and forms, and that such information is accumulated and communicated to its management, including

its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required

disclosure based on the definition of “disclosure controls and procedures” as promulgated under the Exchange Act and

the rules and regulations thereunder. In designing and evaluating the disclosure controls and procedures, management

recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in

evaluating the cost-benefit relationship of possible controls and procedures. The Company, including its Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and

procedures as of March 31, 2026. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial

Officer concluded that the Company's disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule

13a-15(f) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially

affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business.

Merger litigation

On June 6, 2024, a purported former stockholder of Broadmark filed a class action lawsuit in the Circuit Court for

Baltimore City, Maryland, captioned Eibling v. Pyatt, et al., No. C-24-CV-24-000818 (Md. Cir. Ct. Balt. City), (the

“Broadmark Merger Action”). The Broadmark Merger Action named as defendants Broadmark’s former board of

directors and alleged they breached their fiduciary duties in connection with the Broadmark Merger by failing to

properly consider acquisition proposals that were purportedly superior to the Broadmark Merger, by relying on

purportedly false and misleading valuation analyses, and by authorizing the issuance of a purportedly false and

misleading proxy statement. The Broadmark Merger Action also asserted claims against Broadmark’s financial advisor

for aiding and abetting these alleged breaches of fiduciary duty. The Broadmark Merger Action sought damages in the

form of compensatory damages, quasi-appraisal damages, rescissory damages, and disgorgement of any merger-related

benefits. The Broadmark Merger Action also sought reimbursement for litigation expenses and attorneys’ and experts’

fees. On September 13, 2024, the Broadmark Merger Action was assigned to the Business and Technology Case

Management Program of the Circuit Court for Baltimore City, Maryland. Thereafter, on December 10, 2024, the

defendants moved to dismiss the initial complaint. In response, the plaintiff filed an amended complaint on February 10,

2025, which the defendants subsequently moved to dismiss on April 14, 2025. The court granted defendants’ motion to

dismiss on April 1, 2026, and dismissed the lawsuit in its entirety. Although the Company was not a defendant in the

Broadmark Merger Action, it is subject to contractual indemnification obligations (conditioned on the satisfaction of

various contractual requirements) in connection therewith, including with respect to the defendants’ service as

Broadmark directors and the provision of services to Broadmark, as applicable.

On March 18, 2025, a purported former stockholder of UDF IV filed a class action lawsuit in the Circuit Court for

Baltimore City, Maryland, captioned The Lawrence C. Headley Living Trust v. Jones, et al., No. C-24-CV-25-002222

(Md. Cir. Ct. Balt. City) (the “UDF IV Merger Action”). The UDF IV Merger Action names as defendants UDF IV’s

former board of trustees and alleges they breached their fiduciary duties in connection with the UDF IV Merger by

failing to properly consider an acquisition proposal that was purportedly superior to the UDF IV Merger, by relying on

purportedly false and misleading valuation analyses, by authorizing the issuance of a purportedly false and misleading

proxy statement, and by obtaining improper personal benefits that were not shared with all UDF IV stockholders. The

89

complaint also asserts claims against UDF IV’s former advisor, UMTH General Services, L.P., for aiding and abetting

these alleged breaches of fiduciary duty. The complaint seeks compensatory damages, rescissory damages, and

unwinding of the UDF IV Merger, as well as attorneys’ fees and costs. On April 11, 2025, the UDF IV Merger Action

was assigned to the Business and Technology Case Management Program of the Circuit Court for Baltimore City,

Maryland. Thereafter, on May 16, 2025, the defendants moved to dismiss the initial complaint. In response, the plaintiff

filed an amended complaint on July 11, 2025, which the defendants subsequently moved to dismiss on September 9,

  1. Briefing on the defendants’ motion to dismiss the amended complaint was completed on December 18, 2025.

Although the Company is not a defendant in the UDF IV Merger Action, it is subject to contractual indemnification

obligations (conditioned on the satisfaction of various contractual requirements) in connection therewith, including with

respect to the defendants’ service as UDF IV trustees and the provision of services to UDF IV, as applicable. The

defendants and the Company intend to vigorously defend against the UDF IV Merger Action.

Securities and derivative litigation

On March 6, 2025 and April 23, 2025, the Company and certain of its executive officers were named as defendants in

two separate but largely identical putative stockholder class action lawsuits filed in the United States District Court for

the Southern District of New York (the “Exchange Act Class Actions”). The Exchange Act Class Actions were filed

under the captions Quinn v. Ready Capital Corp., et al., No. 1:25-cv-01883 (S.D.N.Y.) and Goebel v. Ready Capital

Corp., et al., No. 1:25-cv-3373 (S.D.N.Y.). The Exchange Act Class Actions allege that the defendants violated Section

10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and

omissions regarding the performance of the Company’s loan portfolio and related matters, and that the executive officers

named as defendants violated Section 20(a) of the Exchange Act as control persons of the Company. The Exchange Act

Class Actions seek compensatory damages, costs, and expenses on behalf of the purported classes. On July 8, 2025, the

court entered an order consolidating the Exchange Act Class Actions under the caption In re Ready Capital Securities

Litigation, No. 1:25-cv-01883 (S.D.N.Y.) (the “Exchange Act Litigation”) and appointing lead plaintiff and lead

counsel. Lead plaintiff filed an amended complaint on September 8, 2025, which the defendants moved to dismiss on

November 10, 2025. Briefing on the defendants’ motion to dismiss was completed on February 9, 2026.

Between March and July 2025, the Company was named as a nominal defendant and certain of its executive officers and

directors were named as defendants in parallel derivative lawsuits captioned Pittrof v. Capasse, et al., No. 1:25-cv-02274

(S.D.N.Y.) and Vancampenhout v. Capasse, et al., No. 1:25-cv-02930 (S.D.N.Y.) respectively, filed in the United States

District Court for the Southern District of New York (collectively, the “New York Derivative Actions”), and Poon v.

Ready Capital Corp., et al., No. 1:25-cv-01827 (D. Md.) and Cote v. Ready Capital Corp., et al., No. 1:25-cv-02429-JRR

(D. Md.) filed in the United States District Court for the District of Maryland (the “Maryland Derivative Actions” and,

together with the New York Derivative Actions, the “Ready Capital Derivative Actions”). The Ready Capital Derivative

Actions assert claims for violations of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5, contribution

under Sections 10(b) and 21D of the Exchange Act, breach of fiduciary duties, aiding and abetting breach of fiduciary

duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets for participating and/or

failing to prevent the securities law violations alleged in the Exchange Act Litigation and for purportedly causing the

Company to overpay for certain stock repurchases. The Ready Capital Derivative Actions seek compensatory damages,

disgorgement of compensation and profits, imposition of a constructive trust, revisions to the Company’s corporate

governance and internal procedures, and attorneys’ fees and costs. On July 8, 2025, the United States District Court for

the Southern District of New York consolidated the New York Derivative Actions under the caption In re Ready Capital

Corp. Stockholder Derivative Litigation, No. 1:25-cv-02274 (S.D.N.Y.). The Ready Capital Derivative Actions are

currently stayed, pending: (1) dismissal of the Exchange Act Litigation with prejudice, and the exhaustion of all appeals

thereto; or (2) denial, in full or in part, of the defendants’ motion to dismiss the Exchange Act Litigation. The defendants

intend to vigorously defend against the Exchange Act Litigation and the Ready Capital Derivative Actions.

In early August 2025, the Board received a demand letter from a purported Ready Capital stockholder (the “Derivative

Demand Letter”). The Derivative Demand Letter closely mirrors the allegations of the Exchange Act Litigation and

Ready Capital Derivative Actions and demands that the Board investigate the facts alleged in these actions. The

Derivative Demand Letter requests that the directors investigate any purported wrongdoing that occurred between

August 2, 2024, and August 1, 2025, and commence legal proceedings against the Ready Capital executive officers and

directors named in the Exchange Act Litigation and Ready Capital Derivative Actions. The Company and the demanding

stockholder have agreed to hold the Derivative Demand Letter in abeyance until: (i) the defendants’ motion to dismiss in

90

the Exchange Act Litigation is denied in whole or in part; or (ii) the demanding stockholder or the Company give written

notice that they no longer consent to the voluntary abeyance of the Derivative Demand Letter.

On May 8 and May 14, 2025, the Company and certain of its executive officers and directors were named as defendants

in two separate but largely identical putative class action lawsuits filed by purported former Broadmark stockholders in

the Superior Court for King County, Washington (the “Broadmark State Court Actions”). Certain former directors and

officers of Broadmark and certain affiliates of the Company and its directors, including Waterfall, were also named as

defendants. The Broadmark State Court Actions were filed under the captions van Wyk et al. v. Ready Capital Corp., et

al., No. 25-2-14038-5 SEA (Wash. Super. Ct. King Cnty.) and Whittlesey v. Ready Capital Corp., et al., No.

25-2-14567-1 SEA (Wash. Super Ct. King Cnty.). On June 20, 2025, the court consolidated the Broadmark State Court

Actions under the caption In re Ready Capital Corporation Securities Litigation, No. 25-2-14038-5 SEA (Wash. Super.

Ct. King Cnty.) (as consolidated, the “Broadmark State Court Litigation”). The Broadmark State Court Litigation alleges

that the defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act by issuing false and misleading

statements and omissions in connection with the Broadmark Merger regarding the performance of the Company’s loan

portfolio and related matters and seek disgorgement, compensatory damages, and the costs and expenses of litigation. On

August 19, 2025, the plaintiffs filed a consolidated complaint, which the defendants subsequently moved to dismiss on

October 20, 2025. On February 2, 2026, the defendants moved to stay the Broadmark State Court Litigation pending

resolution of the Broadmark Federal Court Litigation. On February 19, 2026, the motions to dismiss and stay were

denied. Discovery has since commenced in the Broadmark State Court Litigation. On May 1, 2026, plaintiffs filed their

motion for class certification. Briefing on plaintiffs’ motion is expected to be completed in August 2026.

On May 28, 2025, the Company and certain of its executive officers and directors were named as defendants in a

putative class action filed by a purported former Broadmark stockholder in the United States District Court for the

Western District of Washington (the “Broadmark Federal Court Litigation”). Broadmark and certain of its former

directors and officers were also named as defendants. The Broadmark Federal Court Litigation is captioned Grant v.

Ready Capital Corp., et al., No. 2:25-cv-1013 (W.D. Wash.). On October 15, 2025, the court entered an order appointing

lead plaintiff and lead counsel. On November 25, 2025, the lead plaintiff filed an amended complaint asserting that the

defendants violated Sections 14(a) and 20(a) of the Exchange Act and Section 11, 12(a)(2), and 15 of the Securities Act

by issuing false and misleading statements and omissions in connection with the Broadmark Merger regarding the

performance of the Company’s loan portfolio and related matters. The amended complaint seeks compensatory and

rescissory damages, as well as attorneys’ fees and litigation expenses. On January 12, 2026, the defendants moved to

dismiss the amended complaint. Briefing on the defendants’ motion to dismiss was completed on March 4, 2026. On

January 8, 2026, the defendants moved to transfer the Broadmark Federal Court Litigation to the U.S. District Court for

the Southern District of New York, where the Exchange Act Litigation is pending. Briefing on the defendants’ motion to

transfer was completed on February 5, 2026.

On July 18, 2025, the Company and Broadmark were named as nominal defendants, and certain of the Company’s and

Broadmark’s current and former executive officers and directors and Waterfall were named as defendants in a double

derivative action filed by a purported former stockholder of Broadmark in the United States District Court for the

District of Maryland (the “Broadmark Derivative Litigation”). The Broadmark Derivative Litigation is captioned

Murguia v. Broadmark Realty Capital Inc., et al., No. 1:25-cv-02350-JRR (D. Md.). The Broadmark Derivative

Litigation asserts claims for violations of Sections 10(b), 20(a), and 14(a) of the Exchange Act, SEC Rule 10b-5, breach

of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and

contribution pursuant to Section 10(b) and 21D of the Exchange Act for participating in and/or failing to prevent the

securities law violations alleged in the Broadmark Exchange Act Litigation and for purportedly causing the Company to

overpay for certain stock repurchases. The Broadmark Derivative Litigation seeks revisions to the Company’s corporate

governance and internal procedures, disgorgement, compensatory damages, and attorney’s fees and costs of litigation.

The Broadmark Derivative Litigation is currently stayed, pending: (1) dismissal of the Broadmark Exchange Act

Litigation with prejudice, and the exhaustion of all appeals thereto; or (2) denial, in full or in part, of the defendants’

motion to dismiss the Broadmark Exchange Act Litigation. The defendants intend to vigorously defend against the

Broadmark State Court Actions, the Broadmark Federal Court Litigation, and the Broadmark Derivative Litigation.

Legacy UDF IV litigation

91

As a result of the UDF IV Merger, the Company assumed certain outstanding litigation against UDF IV and affiliated

parties.

On March 20, 2020, Megatel Homes, LLC and certain of its affiliates filed a lawsuit against Mehrdad Moayedi, United

Development Funding, L.P., United Development Funding II, L.P., United Development Funding III, L.P., UDF IV,

United Development Funding V, and various other affiliates (collectively the “UDF Defendants”) in the United States

District Court for the Northern District of Texas, captioned Megatel Homes LLC, et al. v. Moayedi, et al., No. 3:20-

cv-00688-L-BT (N.D. Tex.) (the “Megatel Action”). The Megatel Action alleges that the UDF Defendants knowingly

participated in a scheme to “prop” up Moayedi’s companies, and thereby defraud the plaintiffs, by lending funds to

Moayedi’s companies, which Moayedi’s companies then used to repay older loans they had received from the UDF

Defendants, rather than using such funds to “advance” real estate projects with the plaintiffs. The plaintiffs assert claims

under the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and for common law fraud, statutory fraud, and

fraudulent inducement. The plaintiffs seek compensatory damages, treble damages, exemplary damages, and attorneys’

fees. On May 18, 2020, the defendants moved to dismiss the plaintiffs’ complaint, which the court granted in part and

denied in part on November 16, 2021. The plaintiffs filed an amended complaint on November 29, 2021, which the

defendants again moved to dismiss. The court denied the motions to dismiss on June 27, 2022. Discovery in the Megatel

Action is complete and summary judgment motions have been filed by all Defendants in an attempt to dispose of the

litigation. The court will issue a forthcoming order setting a trial date, likely after the summary judgment motions are

decided. The UDF Defendants and the Company intend to vigorously defend against the Megatel Action.

Item 1A. Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s Form 10-K under Part I,

Item 1A. You should be aware that these risk factors and other information may not describe every risk facing us.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may

materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Program

On January 16, 2025, our Board approved a new share repurchase program, replacing the previous program, authorizing,

but not obligating the repurchase of up to $150.0 million of our common stock. Repurchases under the stock repurchase

programs may be made at management’s discretion from time to time on the open market, in privately negotiated

transactions or otherwise, in each case subject to compliance with all Securities and Exchange Commission rules and

other legal requirements and may be made in part under one or more Rule 10b5-1 and Rule 10b-18 plans, which permit

stock repurchases at times when we might otherwise be precluded from doing so. The timing and amount of repurchase

transactions will be determined by our management based on its evaluation of market conditions, share price, legal

requirements and other factors.

The table below presents purchases of our common stock during the quarter.

Total Number of Shares<br><br>Purchased Average Price Paid per Share Total Number of Shares<br><br>Purchased as Part of Publicly<br><br>Announced Programs Maximum Shares (or Approximate<br><br>Dollar Value) That May Yet Be<br><br>Purchased Under the Program
January $82,770,332
February 127,141 1.74 82,770,332
March 87,631 1.74 82,770,332
Total 214,772 (1) 1.74 $82,770,332

All values are in US Dollars.

(1)Total shares purchased includes shares of common stock owned by certain of our employees which have been surrendered by them to satisfy their tax and other

compensation related withholdings associated with the vesting of restricted stock units and other equity awards.

(2)The price paid per share is based on the price of our common stock as of the date of the withholding.

Item 3. Default Upon Senior Securities

None.

92

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 6, 2026, Adam Zausmer and the Company entered into a Separation and Consulting Agreement (the “Zausmer

Agreement”) in connection with the previously announced mutual separation of Mr. Zausmer and the Company on

February 26, 2026 (the “Separation Date”). Under the Zausmer Agreement and in connection with Mr. Zausmer’s past

service to the Company, Mr. Zausmer is entitled to receive a one-time cash payment of $1,250,000, full reimbursement

of COBRA premiums for himself and his eligible dependents for up to 18 months, starting from the Separation Date,

subject to certain customary exceptions, and reimbursement of up to $15,000 in legal fees. Mr. Zausmer is also entitled

to the accelerated vesting, as of the Separation Date, of the 128,990 shares of time-based RSAs and 133,436

performance-based RSUs (at target) that he had as of the Separation Date. Under the Zausmer Agreement, Mr. Zausmer

has agreed to provide consulting services to the Company as an independent contractor from the Separation Date through

August 31, 2026, for which Mr. Zausmer is entitled to receive cash payment of $700,000, subject to certain customary

exceptions. The Zausmer Agreement also contains a customary release of claims and reaffirmation of protective

covenants by Mr. Zausmer in favor of the Company. The foregoing summary of the Zausmer Agreement is not complete

and is qualified in its entirety by reference to the full text of the Zausmer Agreement, a copy of which is filed as Exhibit

10.1 to this Form 10-Q and incorporated by reference herein.

None of our officers and directors entered into, modified or terminated any “Rule 10b5-1 trading arrangements” or “non-

Rule 10b5-1 trading arrangements” (each as defined in Item 408(c) of Regulation S-K) during the quarter ended

March 31, 2026.

Item 6. Exhibits

Exhibit<br><br>number Exhibit description
2.1 * Agreement and Plan of Merger, dated as of November 29, 2024, by and among Ready Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000110465924124335/tm2429856d1_ex2-1.htm<br><br>Corporation, RC Merger Sub IV, LLC, and United Development Funding IV (incorporated byhttps://www.sec.gov/Archives/edgar/data/1527590/000110465924124335/tm2429856d1_ex2-1.htm<br><br>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 tohttps://www.sec.gov/Archives/edgar/data/1527590/000104746913000461/a2212573zex-3_1.htm<br><br>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 thehttps://www.sec.gov/Archives/edgar/data/1527590/000104746913000461/a2212573zex-3_2.htm<br><br>Registrant’s Form S-11, as amended (Registration No. 333-185938).
3.3 * Articles of Amendment and Restatement of Sutherland Asset Management Corporation (incorporatedhttps://www.sec.gov/Archives/edgar/data/1527590/000155837016009283/sld_ex31.htm#<br><br>by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed November 4, 2016).
3.4 * Articles of Amendment of Ready Capital Corporation (incorporated by reference to Exhibit 3.1 of thehttps://www.sec.gov/Archives/edgar/data/1527590/000110465918058764/a18-35075_1ex3d1.htm<br><br>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 thehttps://www.sec.gov/Archives/edgar/data/1527590/000110465921038622/tm2110067d2_ex3-7.htm<br><br>shares of 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per sharehttps://www.sec.gov/Archives/edgar/data/1527590/000110465921038622/tm2110067d2_ex3-7.htm<br><br>(incorporated by reference to Exhibit 3.7 to the Registrant's Registration Statement on Form 8-Ahttps://www.sec.gov/Archives/edgar/data/1527590/000110465921038622/tm2110067d2_ex3-7.htm<br><br>filed on March 19, 2021).

93

3.6 * Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating thehttps://www.sec.gov/Archives/edgar/data/1527590/000110465921079432/tm2118304d5_ex3-1.htm<br><br>shares of 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per sharehttps://www.sec.gov/Archives/edgar/data/1527590/000110465921079432/tm2118304d5_ex3-1.htm<br><br>(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed onhttps://www.sec.gov/Archives/edgar/data/1527590/000110465921079432/tm2118304d5_ex3-1.htm<br><br>June 10, 2021).
3.7 * Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating thehttps://www.sec.gov/Archives/edgar/data/1527590/000110465922036233/tm229725d2_ex4-8.htm<br><br>shares of Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001https://www.sec.gov/Archives/edgar/data/1527590/000110465922036233/tm229725d2_ex4-8.htm<br><br>par value per share, Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Commonhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922036233/tm229725d2_ex4-8.htm<br><br>Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.8 to the Registrationhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922036233/tm229725d2_ex4-8.htm<br><br>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 Exhibithttps://www.sec.gov/Archives/edgar/data/1527590/000110465918058764/a18-35075_1ex3d2.htm<br><br>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-1https://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-1.htm<br><br>Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001 par value per share,https://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-1.htm<br><br>Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common Stock, $0.0001 parhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-1.htm<br><br>value per share, into Common Stock, $0.0001 par value per share (incorporated by reference tohttps://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-1.htm<br><br>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 reclassifyinghttps://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-2.htm<br><br>and designating the Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Commonhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-2.htm<br><br>Stock, $0.0001 par value per share, Class B-3 Common Stock, $0.0001 par value per share, andhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-2.htm<br><br>Class B-4 Common Stock, $0.0001 par value per share, as Common Stock, $0.0001 par value perhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922058225/tm2214900d1_ex3-2.htm<br><br>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 Corporationhttps://www.sec.gov/Archives/edgar/data/1527590/000110465917050711/a17-18889_5ex4d2.htm<br><br>and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of thehttps://www.sec.gov/Archives/edgar/data/1527590/000110465917050711/a17-18889_5ex4d2.htm<br><br>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 Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000155837019001928/rc-20181231ex4752959e9.htm<br><br>Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.7https://www.sec.gov/Archives/edgar/data/1527590/000155837019001928/rc-20181231ex4752959e9.htm<br><br>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 Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000110465919041297/a19-12849_4ex4d3.htm<br><br>Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3https://www.sec.gov/Archives/edgar/data/1527590/000110465919041297/a19-12849_4ex4d3.htm<br><br>of the Registrant's Current Report on Form 8-K filed July 22, 2019).
4.4 * Sixth Supplemental Indenture, dated as of December 21, 2021, by and between Ready Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000110465921152236/tm2135860d1_ex4-3.htm<br><br>Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3https://www.sec.gov/Archives/edgar/data/1527590/000110465921152236/tm2135860d1_ex4-3.htm<br><br>of the Registrant’s Current Report on Form 8-K filed December 21, 2021).
4.5 * Eighth Supplemental Indenture, dated as of July 25, 2022, by and between Ready Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922082474/tm2221688d1_ex4-3.htm<br><br>Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated byhttps://www.sec.gov/Archives/edgar/data/1527590/000110465922082474/tm2221688d1_ex4-3.htm<br><br>reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on July 25, 2022).
4.6 * Ninth Supplemental Indenture, dated as of December 10, 2024, by and between Ready Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000110465924127179/tm2430643d2_ex4-3.htm<br><br>Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated byhttps://www.sec.gov/Archives/edgar/data/1527590/000110465924127179/tm2430643d2_ex4-3.htm<br><br>reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on December 10,https://www.sec.gov/Archives/edgar/data/1527590/000110465924127179/tm2430643d2_ex4-3.htm<br><br>2024).
4.7 * Specimen Common Stock Certificate of Ready Capital Corporation (incorporated by reference tohttps://www.sec.gov/Archives/edgar/data/1527590/000155837017001850/sld-20161231ex41ee9fd2a.htm<br><br>Exhibit 4.1 to the Registrant’s Form S-4 filed on December 13, 2018).

94

4.8 * Specimen Preferred Stock Certificate representing the shares of 6.25% Series C Cumulativehttps://www.sec.gov/Archives/edgar/data/1527590/000110465921038622/tm2110067d2_ex4-13.htm<br><br>Convertible Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.13https://www.sec.gov/Archives/edgar/data/1527590/000110465921038622/tm2110067d2_ex4-13.htm<br><br>of the Registrant’s Registration Statement on Form 8-A filed on March 19, 2021).
4.9 * Specimen Preferred Stock Certificate representing the shares of 6.50% Series E Cumulativehttps://www.sec.gov/Archives/edgar/data/1527590/000110465921079432/tm2118304d5_ex4-1.htm<br><br>Redeemable Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.1 tohttps://www.sec.gov/Archives/edgar/data/1527590/000110465921079432/tm2118304d5_ex4-1.htm<br><br>the Registrant’s Current Report on Form 8-K filed on June 10, 2021).
4.10 * Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to Broadmark Realty Capitalhttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020490/nc10006147x1_ex4-2.htm<br><br>Inc.’s Form 8-A12B filed with the SEC on November 14, 2019).
4.11 * Warrant Agreement, dated as of May 14, 2018, between Trinity Merger Corp. and Continental Stockhttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020490/nc10006147x1_ex4-3.htm<br><br>Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to Broadmark Realty Capitalhttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020490/nc10006147x1_ex4-3.htm<br><br>Inc.’s Form 8-A12B filed with the SEC on November 14, 2019).
4.12 * Amendment to Warrant Agreement, dated November 14, 2019, by and among Broadmark Realtyhttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020993/nc10006147x2_ex4-4.htm<br><br>Capital Inc., Continental Stock Transfer & Trust Co., and American Stock Transfer & Trusthttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020993/nc10006147x2_ex4-4.htm<br><br>Company, LLC (incorporated by reference to Exhibit 4.4 to Broadmark Realty Capital Inc.’s Form 8-<br><br>K filed with the SEC on November 20, 2019).
4.13 * Second Amendment to Warrant Agreement, dated November 14, 2019, by and among Broadmarkhttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020993/nc10006147x2_ex4-5.htm<br><br>Realty Capital Inc., Continental Stock Transfer & Trust Co., and American Stock Transfer & Trusthttps://www.sec.gov/Archives/edgar/data/1784797/000114036119020993/nc10006147x2_ex4-5.htm<br><br>Company, LLC (incorporated by reference to Exhibit 4.5 to Broadmark Realty Capital Inc.’s Form 8-<br><br>K filed with the SEC on November 20, 2019).
4.14 * Third Amendment of Warrant Agreement, dated May 31, 2023, by and among Ready Capitalhttps://www.sec.gov/Archives/edgar/data/1527590/000155837023013980/rc-20230630xex4d21.htm<br><br>Corporation, RCC Merger Sub, LLC, Computershare Inc. and Computershare Trust Company, N.A.https://www.sec.gov/Archives/edgar/data/1527590/000155837023013980/rc-20230630xex4d21.htm<br><br>(incorporated by reference to Exhibit 4.21 to the Registrant’s Quarterly Report on Form 10-Q filedhttps://www.sec.gov/Archives/edgar/data/1527590/000155837023013980/rc-20230630xex4d21.htm<br><br>with the SEC on August 8, 2023).
10.1 †# Separation and Consulting Agreement, dated May 6, 2026, by and between Waterfall Assetex102readycapital-adamza.htm<br><br>Management, LLC, Ready Capital Corporation, and Adam Zausmer.
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 ofex32_1.htm<br><br>2002.
32.2 ** Certification of the Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act ofex32_2.htm<br><br>2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File<br><br>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

95

101.LAB Inline XBRL Taxonomy Extension Linkbase Document
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,<br><br>in accordance with Item 601 of Regulation S-K.
Indicates a management contract or compensatory plan or arrangement.
# Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and<br><br>Exchange Commission.

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 thereunto duly authorized.

READY CAPITAL CORPORATION

Date:  May 8, 2026 By: /s/ Thomas E. Capasse
Thomas E. Capasse
Chairman of the Board, Chief Executive Officer and<br><br>Chief Investment Officer
(Principal Executive Officer)
Date:  May 8, 2026 By: /s/ Andrew Ahlborn
Andrew Ahlborn
Chief Financial Officer
(Principal Accounting and Financial Officer)

ex102readycapital-adamza

Confidential - 1 - Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of the exhibits that are not material and are of the type the Company treats as confidential have been redacted or omitted, and marked by brackets and asterisks. A copy of the unredacted exhibit will be furnished to the Securities and Exchange Commission upon request. SEPARATION AND CONSULTING AGREEMENT THIS SEPARATION AND CONSULTING AGREEMENT (the “Agreement”) is entered into as of the date of the last signature of the Parties below, by and between Waterfall Asset Management, LLC (the “Company”), Ready Capital Corporation (“Ready”), and Adam Zausmer (“Employee”). Together, the Company and Employee may be referred to hereinafter as the “Parties.” In consideration of the payments, covenants and releases described below, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Company and Employee agree as follows: 1. Separation from Employment. Employee’s employment with the Company, as well as any roles that Employee may have held as an officer or director of the Company or any of the Company Releasees (as defined below), ended on February 26, 2026 (the “Termination Date”). To the extent not already paid to Employee, within thirty (30) days of the Termination Date, or sooner if required by applicable law, the Company shall pay to Employee (a) all accrued but unpaid base salary through the Termination Date; and (b) reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the Termination Date. Employee will receive a separate letter with information (i) regarding Employee’s rights regarding continuation of health insurance under Section 4980B of the Internal Revenue Code as amended from time to time (“COBRA” and, the “Code”), and (ii) regarding Employee’s rights related to the Company’s Cash Balance Plan (the “Pension”) and to the extent that Employee has such rights, nothing in this Agreement will change or impair those rights. 2. Obligations of the Company. In consideration of Employee executing and not revoking this Agreement, and for complying with this Agreement (including, but not limited to, Paragraphs 9 and 14 herein), and in consideration of Employee’s promises contained in this Agreement, the Company agrees as follows (collectively, the “Consideration”): a. to make a one-time cash payment of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000), less any applicable withholding for taxes, reportable on Form W-2 in a lump sum on within thirty (30) days following the expiration of the revocation period described in Paragraph 6 without Employee having revoked this Agreement; b. if Employee timely elects to continue participation in any group medical, dental, vision or prescription drug plan benefits to which Employee or Employee’s eligible dependents would be entitled under COBRA, then for eighteen (18) months following the Termination Date (the “COBRA Reimbursement Period”), the Company shall pay directly to the insurance carrier the full amount of Employee’s COBRA premiums on Employee’s behalf for Employee’s continued participation under such group health plans (the “COBRA Reimbursement”); provided, however, that (i) if Employee becomes eligible to receive group health benefits under a program of a subsequent employer, the Company’s obligation to pay the COBRA premiums as described herein shall cease, except as otherwise required by law; (ii) the COBRA Reimbursement Period shall only


Confidential - 2 - run for the period during which Employee is eligible to elect health coverage under COBRA and timely elects such coverage; (iii) Employee agrees to promptly notify the Company in writing if, during the COBRA Reimbursement Period, Employee ceases to be eligible for COBRA continuation coverage or becomes eligible to receive group health benefits under a program of a subsequent employer; (iv) nothing herein shall prevent the Company from amending, changing, or canceling any group medical, dental, vision and/or prescription drug plans during the COBRA Reimbursement Period; (v) during the COBRA Reimbursement Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); and (vi) the Company’s payment of Cobra premiums during the COBRA Reimbursement Period shall be subject to Employee’s reasonably satisfactory performance, as determined by the Company in its sole discretion, of his duties under this Agreement during the Consulting Period (as defined below) (and if the Company contends the Employee is not reasonably satisfactory performing his duties, it shall provide him written notice and a reasonable opportunity of at least five (5) days to cure) and, following the Consulting End Date (as defined below), the execution and non-revocation of the Supplemental Release; and c. notwithstanding anything to the contrary in the respective award agreement, with respect to Employee’s awards granted pursuant to Ready’s 2013 Equity Incentive Plan and 2023 Equity Incentive Plan, (i) the vesting of Employee’s shares of Ready restricted stock that are subject to vesting based on Employee’s continuous service with the Company, of which there are 128,990 shares outstanding as of the Termination Date (the “Restricted Shares”), shall be accelerated in full on the Termination Date, and (ii) the vesting of Employee’s stock units granted by Ready that are subject to vesting based on the achievement of specified performance metrics and Employee’s continuous service with the Company, of which there are 133,436 outstanding (at target) as of the Termination Date (the “Performance Units”), shall be accelerated at the target level and settled in 133,436 shares of Ready common stock as of the Termination Date. d. The Company shall pay for the costs of review of this Agreement by Employee’s counsel, WGMG LLP in the amount up to $15,000, payment within 30 days after receipt of an invoice and a W-9. e. The Parties acknowledge and agree that the Consideration (including the Consulting Fee) exceeds any and all actions, pay, and benefits that the Company might otherwise have owed Employee by contract or law, and that the Consideration constitute good, valuable, and sufficient consideration for Employee’s release and agreements herein. The Company’s promise to provide the Consideration is expressly contingent on Employee (i) executing and not revoking this Agreement, as set forth in Paragraph 6 below; (ii) with respect to the COBRA Reimbursement and the Consulting Fee (as defined below), executing and not revoking the Supplemental Release, as set forth in Paragraph 3(g) below; (iii) Employee providing the Company with a forensically sound image of his Company issued cell phone no later than the Termination Date; and (iv) fully honoring all of Employee’s obligations contained in this Agreement. 3. General Release of Claims and Covenant Not to Sue. a. Mutual General Release of Claims. In consideration of the payments made to Employee by the Company and the promises contained in this Agreement, Employee on behalf of himself/herself and Employee’s agents and successors in interest, hereby UNCONDITIONALLY RELEASES AND DISCHARGES the Company, Ready, their respective


Confidential - 3 - successors, subsidiaries, parent companies, assigns, joint ventures, and affiliated companies, and all of their respective agents, legal representatives, shareholders, attorneys, employees, members, managers, officers and directors (collectively, the “Company Releasees”) from ALL claims, liabilities, causes of action, demands, charges, complaints, suits, rights, costs, debts, expenses, promises, agreements, or damages of any kind or nature which Employee may by law release, as well as all contractual obligations not expressly set forth in this Agreement, whether known or unknown, fixed or contingent, that Employee may have or claim to have against any Company Releasee for any reason as of the date of execution of this Agreement. This Release and Covenant Not To Sue includes, but is not limited to, claims arising under federal, state or local laws prohibiting employment discrimination; claims arising under severance plans and contracts; and claims growing out of any legal restrictions on the Company’s rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. Employee specifically acknowledges and agrees that Employee is releasing any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, the Internal Revenue Code of 1986, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Labor Law, the New York State Civil Rights Law, N.Y. Workers’ Comp. Law § 125, Article 23-A of the New York State Corrections Law, the New York City Earned Safe and Sick Time Act, the New York Wage Theft Prevention Act, Article 15 of the Executive Law of the State of New York (Human Rights Law), the New York State WARN Act, the New York City Fair Chance Act, the New York City Stop Credit Discrimination in Employment Act, and any and all other local, state, and federal law claims arising under statute or common law. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except as set forth in Paragraph 3(e) below. The Company on behalf of itself and Ready hereby UNCONDITIONALLY RELEASES AND DISCHARGES Employee from ALL claims, liabilities, causes of action, demands, charges, complaints, suits, rights, costs, debts, expenses, promises, agreements, or damages of any kind or nature which the Company or Company Releasees may by law release, as well as all contractual obligations not expressly set forth in this Agreement, whether known or unknown, fixed or contingent, that the Company or Company Releasees may have or claim to have against Employee for any reason as of the date of execution of this Agreement; provided, however, that the Company Releasees do not release (i) any Claims that arise after the Effective Date of this Agreement; (ii) any Claims for breach of this Agreement or to enforce the terms of this Agreement; (iii) any Claims for breach of the Surviving Provisions occurring after the Effective Date of this Agreement or to enforce the terms of the Surviving Provisions; (iv) any Claims involving acts or omissions constituting fraud, willful misconduct, theft, embezzlement, bribery, misuse or misapplication of funds, willful misrepresentation or criminal conduct; or (v) any Claims that cannot be waived or released as a matter of law. b. Covenant Not to Sue. Except as expressly set forth in Paragraph 4 below, Employee further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Company Releasees any claim released by this Agreement. Likewise, the


Confidential - 4 - Company and Company Releasees further hereby AGREE NOT TO FILE A LAWSUIT or other legal claim or charge to assert against Employee any claim released by this Agreement. c. Acknowledgement Regarding Payments and Benefits. Employee acknowledges and agrees that Employee has been paid all wages and accrued benefits to which Employee is entitled through the date of execution of this Agreement, other than the payments set forth in this Agreement. Other than the payments set forth in this Agreement, the Parties agree that the Company owes no additional amounts to Employee for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason. d. Other Representations and Acknowledgements. This Agreement is intended to and does settle and resolve all claims of any nature that Employee might have against the Company and the Company Releasees arising out of their employment relationship or the termination of employment or relating to any other matter, except as set forth in Paragraph 3(e) below. Employee warrants that Employee has not filed any notices, claims, complaints, charges, or lawsuits of any kind whatsoever against the Company or any of the Company Releasees as of the date of execution of this Agreement. Nothing herein prohibits or restricts Employee’s Protected Rights set forth in Paragraph 4 below. This Agreement shall not in any way be construed as an admission by the Company or any of the Company Releasees of wrongdoing or liability or that Employee has any rights against the Company or any of the Company Releasees. Employee represents and agrees that Employee has not transferred or assigned, to any person or entity, any claim that Employee is releasing in this Agreement. The Company represents and agrees that the Company has not transferred or assigned, to any person or entity, any claim that the Company or Company Releasees is releasing in this Agreement. e. Exceptions to General Release. Nothing in this Agreement is intended as, or shall be deemed or operate as, a release by Employee of (i) any rights of Employee under this Agreement; (ii) any vested benefits under any Company-sponsored benefit plans (including the Pension); (iii) any rights under COBRA or similar state law; (iv) any recovery to which Employee may be entitled pursuant to workers’ compensation and unemployment insurance laws; (v) Employee’s right to challenge the validity of Employee’s release of claims under the ADEA; (vi) any rights or claims under federal, state, or local law that cannot, as a matter of law, be waived by private agreement; (vii) any rights of Employee to advancement and/or indemnification pursuant to the Company’s operating documents or applicable law, including any rights Employee has pursuant to the Indemnification Agreement between Employee and Ready dated September 7, 2022 (the “Indemnification Agreement”); (viii) any claims or rights under any insurance policy, such as directors and officers insurance; and (ix) any claims arising after the date on which Employee executes this Agreement. For clarity, Employee’s rights and the Company’s obligations to advancement and indemnification shall continue beyond the Termination Date and shall not be affected by the Employee’s termination of employment. f. Knowing and Voluntary Execution; Unknown Claims. By signing this Agreement, Employee acknowledges that Employee is doing so knowingly and voluntarily, that Employee understands that Employee may be releasing claims Employee may not know about, and that Employee is waiving all rights Employee may have under any law that is intended to protect Employee from waiving unknown claims, and Employee understands the significance of doing so. To effect a complete release as to the Company and the Company Releasees, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, a release of all claims, including those which Employee does not know or suspect to exist in Employee’s


Confidential - 5 - favor at the time this Agreement is executed, and that this Agreement contemplates extinguishing all such claims. g. Supplemental Release. In addition to signing this Agreement, Employee agrees that Employee will sign an additional Supplemental Release of Claims, attached hereto as Exhibit A (the “Supplemental Release”). As described in more detail in Paragraphs 2 above and 12 below, the Company’s provision of the Consideration, including both Consulting Fee payments, is contingent on Employee signing and not revoking the Supplemental Release. 4. Protected Rights. Employee understands that nothing contained in this Agreement limits any of the following (the “Protected Rights”): a. Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state or local governmental agency or commission (“Government Agencies”); however, based on Employee’s release of claims set forth in this Agreement, Employee understands that Employee is releasing all claims that Employee may have, as well as, to the extent permitted by applicable law, Employee’s right to recover monetary damages or obtain other relief that is personal to Employee in connection with any claim Employee is releasing under this Agreement (though Employee is not releasing Employee’s right to receive a whistleblower award from the SEC); b. Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Employee, on Employee’s behalf, or by any other individual, and Employee does not need to notify the Company or seek the Company’s prior authorization before making such disclosures or engaging in such communications or activity; or c. Employee’s rights under the National Labor Relations Act (“NLRA”) to bargain collectively or to exercise Employee’s rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment. 5. Acknowledgments. The Company hereby advises Employee to consult with an attorney prior to executing this Agreement and Employee acknowledges and agrees that the Company has advised, and hereby does advise, Employee of Employee’s opportunity to consult an attorney or other advisor and has not in any way discouraged Employee from doing so. Employee expressly acknowledges and agrees that Employee has been offered at least twenty-one (21) days to consider this Agreement before signing it, that Employee has read this Agreement and Release carefully, that Employee has had sufficient time and opportunity to consult with an attorney or other advisor of Employee’s choosing concerning the execution of this Agreement. Employee acknowledges and agrees that Employee fully understands that this Agreement is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations Employee has relied upon in signing this Agreement are those specifically contained in this Agreement itself. Employee acknowledges and agrees that Employee is signing this Agreement voluntarily, with the full intent of releasing the Company and the Company Releasees from


Confidential - 6 - all claims covered by Paragraph 3, including but not limited any and all claims under the ADEA and all other laws regarding age discrimination. 6. Revocation and Effective Date. The Parties agree Employee may revoke this Agreement at will within seven (7) days after Employee executes this Agreement by giving written notice of revocation to Company. Such notice must be delivered to the Company’s General Counsel, Kenneth Nick, and must actually be received by such person at or before the above-referenced seven-day deadline. This Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Employee revokes this Agreement within the revocation period described in this Paragraph, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect. Assuming that Employee does not revoke this Agreement within the revocation period described above, the effective date of this Agreement (the “Effective Date”) shall be the eighth (8th) day after the day on which Employee executes this Agreement. 7. Protective Covenants. As a condition of, and in consideration for the Company’s promises in this Agreement, Employee hereby agree to the obligations set forth in this Paragraph 7 (collectively, the “Protective Covenants”). For purposes of this Agreement, the term “Company Group” shall mean the Company, Ready, and their respective affiliates and subsidiaries. a. Reaffirmation of Existing Covenants. Employee hereby reaffirm his obligations pursuant to the letter agreement between Employee and the Company dated October 1, 2013, all of which obligations shall remain in full force and effect in accordance with their terms and shall not in any way be modified, amended, or superseded by this Agreement. b. Non-Solicitation of Protected Customers. Employee agrees that, during the fifteen (15)-month period immediately following the Termination Date (the “Restricted Period”), Employee shall not, directly or indirectly: (i) solicit, induce, persuade, or otherwise attempt to solicit, induce, or persuade any Protected Customer to cancel or adversely alter such Protected Customer’s business relationship with the Company Group; or (ii) interfere or otherwise attempt to interfere with any of the Company Group’s business relationship with any Protected Customer. For purposes of this Agreement, “Protected Customer” means any person or entity to whom or which, during the two (2) years preceding Termination Date, the Company Group has provided loans, investments, products, or services or has received financing or actively solicited to provide loans, investments, products, or services or to receive financing, and with whom Employee has had Material Contact on behalf of the Company Group during his employment with the Company. For purposes of this Agreement, “Material Contact” means (x) having dealings with an actual or prospective customer, investor, borrower, lender, or financing source on behalf of the Company Group; (y) coordinating or supervising dealings with an actual or prospective customer, investor, borrower, lender, or financing source on behalf of the Company Group; or (C) obtaining Confidential Information about an actual or prospective customer, investor, borrower, lender, or financing source as a result of Employee’s employment with the Company. c. Non-Interference with Protected Investors. Employee agrees that, during the Restricted Period, he shall not, directly or indirectly: (i) solicit, induce, persuade, or otherwise attempt to solicit, induce, or persuade any Protected Investor to cancel or adversely alter such Protected Investor’s investment in any entity, investment vehicle, account or the like managed or owned by the Company Group, or (ii) interfere or otherwise attempt to interfere with any of the Company Group’s business relationship with any Protected Investors. For purposes of this


Confidential - 7 - Agreement, “Protected Investor” means any person or entity who or which has, during the two (2) years preceding Termination Date: (A) invested debt or equity in any fund managed or owned by the Company Group or has invested debt or equity in any entity, investment vehicle, account or the like managed or owned by the Company Group, or (B) been actively solicited by the Company Group to invest debt or equity in any fund managed or owned by the Company Group or to invest debt or equity in any entity, investment vehicle, account or the like managed or owned by the Company Group, and in either case with whom Employee had Material Contact on behalf of the Company Group during his employment with the Company. d. Non-Interference with Protected Business Partners. Employee agrees that, during the Restricted Period, he shall not, directly or indirectly: (i) solicit, induce, persuade, or otherwise attempt to solicit, induce, or persuade any Protected Business Partner to cancel or adversely alter such Protected Business Partner’s business relationship with the Company Group, or (ii) interfere or otherwise attempt to interfere with any of the Company Group’s business relationship with any of its Protected Business Partner. For purposes of this Agreement, “Protected Business Partner” means any person entity who or which has, during the two (2) years preceding the Termination Date, been a lender, borrower, financing source, or service provider for the Company Group, and with whom Employee has had Material Contact on behalf of the Company Group during his employment with the Company. e. Non-Recruitment of Employees and Independent Contractors. Employee agrees that during the Restricted Period, he shall not, directly or indirectly, recruit, solicit, or induce or otherwise attempt to recruit, solicit or induce any partner, member, employee, consultant, or independent contractor of the Company Group to terminate his or her employment or other relationship with the Company Group or to enter into employment or any other kind of business relationship with the Employee or any other person or entity. For clarity, Employee may, however, engage in business relationships with vendors, such as such as lawyers, title companies, document custodians, appraisers, loan servicers, due diligence firms, brokers, realtors, bankers, data and technology service providers, marketing service providers. f. Protection of Confidential Information. i. Employee agrees that he shall not, directly or indirectly, use any Confidential Information (as defined below) on his own behalf or on behalf of any person or entity other than the Company Group, or reveal, divulge, or disclose any Confidential Information to any person or entity not expressly authorized by the Company Group to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Employee further agrees that he shall fully cooperate with the Company Group in maintaining the Confidential Information to the extent permitted by law. Nothing herein prohibits or restricts Employee’s Protected Rights set forth in Paragraph 4 above. Employee acknowledges and agrees that this Agreement is not intended to, and does not, alter either the Company Group’s rights or Employee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. iii. For purposes of this Agreement, “Confidential Information” means any and all data and information relating to the Company Group, its activities, business, customers, investors, borrowers, lenders, or financing sources that (A) was disclosed to Employee during Employee’s employment with the Company or the Consulting Period, was conceived, created, developed, or produced by Employee during Employee’s employment with the Company or the


Confidential - 8 - Consulting Period, or of which Employee became aware as a consequence of his employment with the Company or as a consequence of providing the Consulting Services; (B) has value to the Company Group; and (C) is not generally known outside of the Company Group. “Confidential Information” shall include, but is not limited to, the following types of information regarding, related to, or concerning the Company: trade secrets (as defined by applicable law); inventions, financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; lists of customers, investors, borrowers, lenders, counterparties, or financing sources; files, data and financial information relating to customers, investors, borrowers, lenders, counterparties, or financing sources; details of contracts with customers, investors, borrowers, lenders, counterparties, or financing sources; current and anticipated requirements of customers, investors, borrowers, lenders, counterparties, or financing sources; identifying and other information pertaining to business, pipeline, sourcing, and referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company Group, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company Group, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company Group by such third party, and that the Company Group has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company Group. iv. Anything herein to the contrary notwithstanding, Employee shall not be restricted from: (A) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall, unless required by a government regulator or law enforcement not to do so, provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Employee; (B) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures or having other communications that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Employee shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Employee has made such reports or disclosures; (C) disclosing information about a dispute involving a nonconsensual sexual act or sexual contact (including when the victim lacks capacity to consent), or a dispute relating to conduct that is alleged to constitute sexual harassment under applicable law; or (D) disclosing factual information related to any claim of discrimination to law enforcement, the EEOC, the state division of human rights, a local commission on human rights, or an attorney retained by the Employee. v. Anything herein to the contrary notwithstanding, Employee is hereby given notice that Employee shall not be criminally or civilly liable under any federal or state trade secrets


Confidential - 9 - law for: (A) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (B) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. g. Non-Disparagement. Employee agrees that he shall not at any time make, publish or communicate to any person or entity or in any public forum (including social media) any defamatory or disparaging remarks, comments or statements concerning the Company Group or any of its investors, partners, loans, investments, products, services, affiliates, directors, officers, or employees. Notwithstanding the foregoing, this provision does not in any way limit, restrict, or impede: (i) any of Employee’s rights that are expressly reserved in Paragraph 7(f)(iv) or (v) above; (ii) Employee’s right to engage in protected concerted activity under the National Labor Relations Act; (iii) Employee’s ability to provide truthful testimony or information in response to a subpoena, court or arbitral order, or valid request by a government entity, or as otherwise required by law; or (iv) Protected Rights described in Paragraph 4 above. h. Return of Property. Employee represents that Employee has returned to the Company all items in Employee’s possession or under Employee’s control which are owned by the Company Group, including, but not limited to, (i) any equipment or personal property, (ii) all written business information which is of a confidential or proprietary nature (i.e. manuals, reference guides, etc.), and (iii) Employee’s corporate credit card, if applicable. To the extent that Employee has electronic files or information in Employee’s possession or under Employee’s control that belong to the Company Group or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), Employee represents that Employee has (iv) provided the Company with an electronic copy of all of such files or information (in an electronic format that is readily accessible by the Company), and (v) after doing so, deleted all such files and information, including all copies and derivatives thereof, from all non-Company Group-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable. Employee shall return his Company issued iPhone, and shall provide the Company with additional forensically sound image(s) of his Company issued iPhone at any time preceding the Consulting End Date. The Company shall pay the cost of any forensic images (which shall also apply to the obligation under paragraph 2(e)). The Company shall promptly work with Employee to transfer his phone number ((718) 619-3695) to his personal family plan, and shall ensure that such is completed. The Company shall provide Employee a phone to use for Company business during the Consulting Period (as defined herein). i. Enforcement of Protective Covenants. i. Rights and Remedies Upon Breach. Employee specifically acknowledges and agrees that the remedy at law for any breach of the Protective Covenants may be inadequate, and that in the event Employee breaches, or threatens to breach, any of the Protective Covenants, the Company Group shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to seek to enjoin Employee, preliminarily and permanently, from violating or threatening to violate the Protective Covenants, and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants could cause irreparable injury to the Company and


Confidential - 10 that money damages would not provide an adequate remedy to the Company Group. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company Group at law or in equity. Employee understands and agrees that if Employee violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Employee understands and agrees that, if Employee and the Company Group become involved in legal action regarding the enforcement of the Protective Covenants and if the Company prevails in such legal action, the Company Group will be entitled, in addition to any other remedy, to recover from Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company Group’s ability to enforce its rights under the Protective Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action belonging to Employee based on, or arising out of, this Agreement or any other event or transaction. ii. Severability and Modification of Covenants. Employee acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects. The Parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any provision or any part of any provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other provision or any other part of any provision of this Agreement or such Protective Covenant. If any provision or any part of any provision of the Protective Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, it is the intent of the Parties that such court modify such provision or part of a provision to such lesser scope as such court may deem just and proper for the reasonable protection of the Company Group’s legitimate business interests, and that such provision or part of a provision may be enforced by the Company Group to that extent in the manner described above and all other provisions and parts of provisions of this Agreement shall be valid and enforceable. 8. Status of Indemnification Agreement. The Indemnification Agreement shall remain in full force and effect in accordance with its terms, and nothing in this Agreement shall modify, amend, cancel, or supersede such agreement. 9. Engagement as an Independent Contractor; Consulting Services. The Company hereby engages Employee as an independent contractor for the purpose of providing services as related to the management and operations of the Company, effective as of the Termination Date, and Employee hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement. During the Consulting Period, Employee agrees to provide, if and when requested by the Company in writing, consultation services to the Company in the capacity of an independent contractor, which shall include, among other things, providing consultation with respect to the acquisition and/or disposition of portfolio assets, management of portfolio assets, transition of key business relationships from Employee to other employees, transition of primary interface with mortgage agencies from Employee to other employees, and transition of open workstreams to other employees, consistent with applicable law (the “Consulting Services”). During the Consulting Period, Employee shall: (a) perform the Consulting Services in a professional, ethical, and competent manner; and (b) promote the best interest of the Company and take no actions that Employee in good faith believes will in any way


Confidential - 11 damage the business or public image or reputation of the Company or its affiliates. Additionally, during the Consulting Period, Employee is free to work as a consultant, independent contractor, employee or in any other role for any other entity, provided, however, that Employee will provide the Company of reasonable advance notice of any such role and shall, in the event of competing professional obligations, give priority to the performance of Consulting Services for the Company. Employee shall not accept any engagement that would materially interfere with Employee’s time- commitment obligations hereunder (including for the avoidance of doubt under this Section 9 and 10). 10. Independent Contractor Relationship. The Parties acknowledge and intend that the relationship of Employee to the Company while providing the Consulting Services under this Agreement shall be that of an independent contractor. In performing the Consulting Services under this Agreement, Employee shall undertake the Consulting Services according to Employee’s own means and methods of work, which shall be in the exclusive charge and control of Employee, and which shall not be subject to the control or supervision of the Company, except as to the objectives of those Consulting Services. Employee shall determine Employee’s own working hours and schedule and shall not be subject to the Company’s personnel policies and procedures as to hours and schedule. Employee shall be entirely and solely responsible for Employee’s actions or inactions while performing Consulting Services hereunder. Employee shall not, in any form or fashion, maintain, hold out, represent, state or imply to any other individual or entity that an employer/employee relationship exists between the Company and Employee. Employee is not granted, nor shall Employee represent that she is or has been granted, any right or authority to make any representation or warranty or assume or create any obligation or responsibility, express or implied, for, on behalf or in the name of the Company, to incur debts for the Company, or to bind the Company in any manner whatsoever. In providing the Consulting Services, Employee shall continue to be covered by the Indemnification Agreement, and to the extent permitted under the policy, the Company’s Directors and Officers Insurance policy as if he remained employed by the Company. 11. Consulting Period and Termination. The term of Employee’s engagement with the Company as an independent contractor under this Agreement shall begin on the Termination Date and continue until August 31, 2026 (the “Consulting End Date,” and such period, the “Consulting Period”). Following the end of the Consulting Period, Employee’s engagement with the Company under this Agreement shall automatically terminate. In addition, the Company may terminate Employee’s engagement hereunder immediately at any time during the Consulting Period with Cause (as defined in the Ready Capital Corporation 2023 Equity Incentive Plan), in which case Employee will not be entitled to the COBRA Reimbursement or the Consulting Fee following such termination of engagement. Employee’s engagement hereunder shall terminate automatically upon Employee’s death during the Consulting Period, in which case, the Company shall pay any remaining Consulting Fee to Employee’s estate and shall have no further obligations under this Agreement. Upon proper termination of this Agreement, provided Employee timely executes and does not revoke the Supplemental Release, Employee shall be entitled to the Consulting Fee and Employee shall not be entitled to any additional or future compensation or any benefits whatsoever other than the COBRA Reimbursement or any other amounts due under this Agreement. 12. Compensation and Expenses.


Confidential - 12 a. Consulting Fee. In consideration of Employee’s providing Consulting Services, the Company agrees to pay Seven Hundred Thousand Dollars ($700,000) (the “Consulting Fee”), which shall be treated as non-employee compensation, shall not be subject to tax withholding, shall be reported on Internal Revenue Service Form 1099 (or any successor form) (a “Form 1099”), and for which Employee shall be solely responsible for any and all applicable taxes. The Consulting Fee shall be payable in two payments of $350,000; the first on May 31, 2026 and the second following the thirtieth (30th) day after the Consulting End Date provided that (i) Employee provides its services through each payment date, (ii) Employee has complied with his obligations under this agreement, and (iii) Employee has timely executed the Supplemental Release and the revocation period for the Supplemental Release expires without Employee having revoked the Supplemental Release. b. Taxes and Employee Benefits. Employee hereby agrees to indemnify and hold harmless the Company and each of its affiliates from any liability for any and all federal, state and local taxes or assessments of any kind arising out of any payment made by the Company to Employee pursuant to this Agreement. Further, notwithstanding payments made during the COBRA Reimbursement Period, during the Consulting Period, Employee shall not be entitled to any benefits provided by the Company to any of its employees, including, without limitation, any retirement plan, insurance program, disability plan, medical benefits plan or any other fringe benefit program sponsored and maintained by the Company for its employees. 13. Protection of Confidential Information; Use of Company Materials. Employee agrees that the terms of Paragraph 7(f) apply with respect to any Confidential Information he learns in connection with providing the Consulting Services under this Agreement. Employee acknowledges and agrees that any and all materials provided by the Company to Employee that are to be used in connection with Employee’s provision of the Consulting Services under this Agreement are the property of the Company and may not be used outside of the scope, terms, and conditions of this Agreement or in providing services to or on behalf of any person or entity other than the Company. Employee agrees that he will promptly return all such materials to the Company on or prior to the end of the Consulting Period, or at any other time the Company requests such return. 14. Cooperation. Both during and after the Consulting Period, Employee agrees to exercise his best, good faith efforts to: (a) fully cooperate with the Company and the other Company Releasees and their counsel in connection with any pending or future litigation, arbitration, administrative proceedings, or investigation relating to any matter that occurred during Employee’s employment with the Company and in which Employee was involved or of which Employee has or may have knowledge; and (b) respond in good faith to any telephone calls and/or information requests from the Company, the other Company Releasees, or their representatives within a reasonable period of time. Employee further agrees that, in the event Employee is subpoenaed by any person or entity (including, but not limited to, any Government Agency) to give testimony or provide documents (in a deposition, court proceeding or otherwise), which in any way relates to Employee’s employment by the Company, Employee will give prompt notice of such request to the Company unless Employee is prohibited by applicable law from doing so or is requested by law enforcement or a government regulator not to do so, and, unless legally required to do so, will make no disclosure until the Company and/or the other Company Releasees (as applicable) have had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Failure to cooperate or respond in a timely fashion will be considered a material breach of this Agreement if the Company has provided Employee with at least five (5) business days’ notice of such material


Confidential - 13 breach and Employee has failed to cure. This Paragraph shall not in any way limit any of the Protected Rights set forth in Paragraph 4, or in any way limit Employee’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a Government Agency, or as otherwise required by law. If Employee is requested to provide assistance to the Company or the other Company Releasees under this Paragraph, the Company will reimburse Employee for any out-of-pocket expenses reasonably incurred by Employee in connection with providing such assistance. 15. Clawback/Recoupment of Consideration. All Consideration under this Agreement shall be subject to Ready’s Incentive Compensation Recovery Policy and any policy adopted to comply with Section 10D of the Securities Exchange Act of 1934 and applicable stock exchange rules (the “Clawback Policies”), in each case as in effect from time to time and applied in a manner consistent with such law (the “Clawback”). In addition, following the date all payments are made pursuant to Paragraph 2, the Company may suspend any Consulting Fee that has not yet been paid or recoup all or any portion of Consideration previously provided to Employee if (A) the Company’s Board of Managers determines, in good faith after reasonable investigation, that Employee (i) engaged in fraud, embezzlement, or willful and knowing misconduct, or (ii) materially breached this Agreement or (iii) materially breached any Company or Ready policy, in each case during his employment with the Company or the Consulting Period, and (B) such conduct directly resulted in material harm or undue expense to the Company. Prior to any such determination, the Company shall provide Employee with written notice of the specific facts and circumstances underlying this determination and a reasonable opportunity (not less than 15 days) to respond (a “Recoupment”). Any challenge to a good faith determination of the Company’s Board of Managers may be reviewed by a court under a reasonableness standard, and such determination shall be upheld if reasonable. Further, as of the date of this Agreement, the Company represents on behalf of itself and the Company’s Board of Managers that based on information it has as of the date of this Agreement, the requirements set forth under this Paragraph 15 for a Clawback or Recoupment would not be satisfied to require/allow for Clawback or Recoupment. 16. Final Agreement. Except as set forth in Paragraphs 7(a) and 8, this Agreement and the Supplemental Release contain the entire agreement between the Company and Employee with respect to the subject matter hereof, and supersede all prior agreements between the Parties; provided, however, that notwithstanding the foregoing or anything to the contrary contained herein, nothing herein shall limit, amend, supersede, replace, or supplant any other agreements or provisions executed by Employee in favor of the Company Group regarding non-solicitation, confidentiality, return of property, non-disparagement, ownership of intellectual property, or arbitration obligations. The Parties agree that this Agreement may not be modified except by a written document signed by both Parties. The Parties agree that this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 17. Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by nationally recognized overnight delivery service (e.g., UPS or Federal Express), or by e-mail and shall be effective upon actual receipt by the Party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the Party entitled to notice shall hereafter designate in accordance with the terms hereof):


Confidential - 14 If to the Company: Waterfall Asset Management, LLC General Counsel (Kenneth Nick) 1251 Avenue of the Americas, 50th Floor New York, NY 10020 KNick@waterfallam.com. If to Employee: [*****] [*****] [*****] [*****] 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to its conflict of law principles. 19. Waiver. The failure of either party to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision. Any waiver of any provision of this Agreement must be in a writing signed by the party making such waiver. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. 20. Severability. With the exception of the release contained in Paragraph 3, the provisions of this Agreement are severable and if any part of it is found to be unenforceable the other paragraphs shall remain fully and validly enforceable. If the general release and covenant not to sue set forth in Paragraph 3 of this Agreement is found to be unenforceable, this Agreement shall be null and void and Employee will be required to return to the Company all Consideration already paid to Employee. The language of all valid parts of this Agreement shall in all cases be construed as a whole, according to fair meaning, and not strictly for or against any of the parties. 21. Code Section 409A. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and any applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed to Employee, who is responsible for all taxes assessed on any payments made pursuant to this Agreement, whether under Section 409A of the Code or otherwise. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code. Employee’s right to receive any installment payments as severance pay shall be treated as a right to receive separate and distinct payments for purposes of Section 409A of the Code. The Parties hereby signify their agreement to these terms by their signatures below. Employee /s/ Adam Zausmer Adam Zausmer Date: 4/19/2026


Confidential - 15 Waterfall Asset Management, LLC Ready Capital Corporation By: /s/ Thomas Capasse By: /s/ Thomas Capasse Name: Thomas Capasse Name: Thomas Capasse Title: Managing Partner Title: Chief Executive Officer Date: 5/6/2025 Date: 5/6/2025


Confidential - 16 Exhibit A Supplemental Release of Claims In exchange for the consideration provided to Adam Zausmer (“you”) under the Separation Agreement between Waterfall Asset Management, LLC (the “Company”) and Ready Capital Corporation (“Ready”) and you (the “Agreement”), to which this Supplemental Release of Claims (the “Supplemental Release”) is attached as Exhibit A, and as a precondition to your receipt of the consideration provided in Paragraphs 2(b) and 12(a) of the Agreement, you hereby agree as follows. All capitalized terms utilized but not defined herein shall have the same meanings ascribed to them in the Agreement. 1. This Supplemental Release releases all claims against Company and Ready that may have arisen between the date you signed the Agreement on [●], 2026, and the Consulting End Date (as defined in the Agreement). By signing this Supplemental Release, and in return for the Consideration (as defined in the Agreement), on behalf of yourself and your agents and successors in interest, you hereby UNCONDITIONALLY RELEASE AND DISCHARGE the Company and all Company Releasees (as defined in the Agreement) from ALL claims, liabilities, causes of action, demands, charges, complaints, suits, rights, costs, debts, expenses, promises, agreements, or damages of any kind or nature which you may by law release, as well as all contractual obligations not expressly set forth in this Supplemental Release (other than those set forth in the Agreement), whether known or unknown, fixed or contingent, that you may have or claim to have against any Company Releasee for any reason as of the date of execution of this Supplemental Release. This Supplemental Release and covenant not to sue includes, but is not limited to, claims arising under federal, state or local laws prohibiting employment discrimination; claims arising under severance plans and contracts; and claims growing out of any legal restrictions on the Company’s rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. You specifically acknowledge and agree that you are releasing any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act (the “OWBPA”), 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, the Internal Revenue Code of 1986, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Labor Law, the New York State Civil Rights Law, N.Y. Workers’ Comp. Law § 125, Article 23-A of the New York State Corrections Law, the New York City Earned Safe and Sick Time Act, the New York Wage Theft Prevention Act, Article 15 of the Executive Law of the State of New York (Human Rights Law), the New York State WARN Act, the New York City Fair Chance Act, the New York City Stop Credit Discrimination in Employment Act, and any and all other local, state, and federal law claims, whether arising under statute or common law. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except those that cannot be released by law. Subject to Paragraph 4 below, you further hereby AGREE NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Company Releasees any claim released by this Supplemental Release. 2. You acknowledge and agree that you have been paid or provided all compensation


Confidential - 17 and benefits to which you are entitled through the date of execution of this Supplemental Release. Other than the payments set forth in the Agreement, you agree that neither the Company nor any Company Releasee owes any additional amounts to you for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason. 3. This Supplemental Release is intended to and does settle and resolve all claims of any nature that you might have against the Company and the Company Releasees arising out of your employment relationship with the Company, your consulting relationship with the Company, the termination of either such relationship, or relating to any other matter, except as set forth in Paragraph 4 below. You warrant that you have not filed any notices, claims, complaints, charges, or lawsuits of any kind whatsoever against the Company or any of the Company Releasees as of the date of execution of this Supplemental Release. Nothing herein prohibits or restricts Employee’s Protected Rights set forth in Paragraph 4 of the Agreement. This Supplemental Release shall not in any way be construed as an admission by the Company or any of the Company Releasees of wrongdoing or liability or that Employee has any rights against the Company or any of the Company Releasees. You represent and agree that you have not transferred or assigned to any person or entity, any claim that you are releasing in this Supplemental Release. 4. Nothing in this Supplemental Release is intended as, or shall be deemed or operate as, a release by you of (i) any of your rights under the Agreement or this Supplemental release; (ii) any vested benefits under any Company-sponsored benefit plans; (iii) any rights under COBRA or similar state law; (iv) any recovery to which you may be entitled pursuant to workers’ compensation and unemployment insurance laws; (v) Employee’s right to challenge the validity of Employee’s release of claims under the ADEA; (vi) any rights or claims under federal, state, or local law that cannot, as a matter of law, be waived by private agreement; (vii) any rights you have to advancement and/or indemnification pursuant to the Company’s operating documents or applicable law, including any rights Employee has pursuant to the Indemnification Agreement (as defined in the Agreement); (viii) any claims or rights under any insurance policy, such as directors and officers insurance; and (ix) any claims arising after the date on which you execute this Supplemental Release. For clarity, Employee’s rights and the Company’s obligations to advancement and indemnification shall continue beyond the Termination Date and shall not be affected by the Employee’s termination of employment. 5. Paragraph 4 of the Agreement regarding your Protected Rights is hereby incorporated by reference into this Supplemental Release. 6. Execution of Supplemental Release: a. You understand that this Supplemental Release includes a release covering all claims arising or accruing on or prior to the date this Supplemental Release is executed, including claims under the ADEA, whether those claims are presently known to you or hereafter discovered. You understand that, in accordance with the ADEA and the OWBPA, you will have twenty-one (21) days after receiving this Supplemental Release to consider this Supplemental Release’s terms, execute this Supplemental Release, and return the signed Supplemental Release by email, facsimile, or overnight courier (via FedEx or UPS) to Kenneth Nick, General Counsel, 1251 Avenue of the Americas, 50th Floor, New York, NY 10020, KNick@waterfallam.com. If you execute this Supplemental Release prior to the end of this twenty-one (21) day period, you hereby knowingly and voluntarily waive the remainder of this twenty-one (21) day period. If you fail to execute and return this Supplemental Release within the twenty-one (21) day period, then this


Confidential - 18 Supplemental Release, and Paragraph 12(a) of the Agreement, will be null and void and of no force or effect. You are advised to consult an attorney about the Supplemental Release prior to executing it. To accept the Supplemental Release, please date and sign below and return it to the Company’s General Counsel, Kenneth Nick, such that he receives it on or before the twenty-first (21st) day after receiving this Supplemental Release. b. You acknowledge that if you timely execute this Supplemental Release, you will have seven (7) days from the date you execute this Supplemental Release to revoke your acceptance. To revoke, you must notify the Company’s General Counsel, Kenneth Nick, 1251 Avenue of the Americas, 50th Floor, New York, NY 10020, KNick@waterfallam.com, in writing and he must receive such written notification before the end of the seven-day revocation period. If you revoke this Agreement, you will not be entitled to the Consulting Fee, or any of COBRA Reimbursement that has not already been paid by the Company as of the date you receive this Supplemental Release. If you do not revoke this Supplemental Release within seven (7) days from the date you timely execute this Supplemental Release as provided herein, this Supplemental Release will become fully binding, effective, irrevocable, and enforceable on the eighth (8th) calendar day after you execute it (the “Supplemental Release Effective Date”). c. By signing below, you expressly acknowledge, represent, and warrant that you have carefully read this Supplemental Release; that you fully understand the terms, conditions, and significance of this Supplemental Release and its final and binding effect; that no other promises or representations were made to you other than those set forth in the Agreement and this Supplemental Release; that you are fully competent to manage your business affairs and understand that you may be waiving legal rights by signing this Supplemental Release; that you have executed this Supplemental Release voluntarily, knowingly, and with an intent to be bound by this Supplemental Release; that you have been advised to consult with an attorney of your own choosing in connection with your review and execution of this Supplemental Release; and that you have full power and authority to release your claims as set forth herein, including but not limited to any and all claims under the ADEA and all other laws regarding age discrimination, and has not assigned any such claims to any other individual or entity. Accepted and agreed to: Print Name: Adam Zausmer Signature: Dated:


Document

EXHIBIT 31.1

CERTIFICATIONS

I, Thomas E. Capasse, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ready Capital Corporation (the “registrant”) for the period ended March 31, 2026;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2026

By: /s/ Thomas E. Capasse
Name: Thomas E. Capasse
Title: Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATIONS

I, Andrew Ahlborn, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ready Capital Corporation (the “registrant”) for the period ended March 31, 2026;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2026

By: /s/ Andrew Ahlborn
Name: Andrew Ahlborn
Title: Chief Financial Officer

Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the quarterly report on Form 10-Q of Ready Capital Corporation (the “Company”) for the period ended March 31, 2026 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Thomas E. Capasse, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.

Date: May 8, 2026

By: /s/ Thomas E. Capasse
Name: Thomas E. Capasse
Title: Chief Executive Officer

Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the quarterly report on Form 10-Q of Ready Capital Corporation (the “Company”) for the period ended March 31, 2026 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Andrew Ahlborn, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.

Date: May 8, 2026

By: /s/ Andrew Ahlborn
Name: Andrew Ahlborn
Title: Chief Financial Officer