rc-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2025

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

For the transition period from to

Commission File Number: 001-35808

READY CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)


Maryland	90-0729143
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1251 Avenue of the Americas, 50th Floor, New York, NY 10020
(Address of Principal Executive Offices, Including Zip Code)

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

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


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

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

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

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

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

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

error to previously issued financial statements. Yes ☐ No ☒

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

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

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

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

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

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

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


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

Explanatory Note

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

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

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

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

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

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

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

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

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

31, 2025.

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

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

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

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

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

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

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

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

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

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the members of our board of directors or executive officers.

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

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

Company.

Thomas E. Capasse

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

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

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

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

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

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

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

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

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

Jack J. Ross

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

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

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

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

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

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

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

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

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

Meredith Marshall

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

International Business from Columbia Business School.

Dominique Mielle

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

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

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

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

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

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

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

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

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

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

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

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

(HEC Paris).

Gilbert Nathan

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

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

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

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

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

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

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

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

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

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

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

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

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

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

J. Mitchell Reese

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

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

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

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

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

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

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

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

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

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

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

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

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

Todd M. Sinai

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

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

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

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

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

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

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

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

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

Mathematics from Yale University.

Executive Officers

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

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

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

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

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

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

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

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


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

Andrew Ahlborn

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

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

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

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

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

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

York.

Dominick D. Scali

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

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

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

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

the City of New York.

Composition, Meetings and Committees of the Board of Directors

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

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

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

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

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

Committees of our Board of Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Audit Committee are set forth in its written charter.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

could mitigate any such risk.

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

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

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

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

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

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

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

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

services to us or any of our affiliates during 2025.

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

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

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

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

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

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

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

Compensation Committee are set forth in its written charter.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

Policy On Insider Trading

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

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

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

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

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

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

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

Policy on Hedging and Pledging Transactions

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

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

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

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

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

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

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

Code of Ethics

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

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

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

and promote:

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

personal and professional relationships;

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

•compliance with applicable governmental laws, rules and regulations;

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

•accountability for adherence to the Code of Ethics.

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

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

extent required by law or stock exchange regulations.

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

Delinquent Section 16(a) Reports

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

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

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

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

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

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

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

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

Form 4.

Item 11. Executive Compensation

Board Compensation

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

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

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

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

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

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

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

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

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

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

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

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

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

2025 Director Compensation

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


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

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

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

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

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

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

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

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

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

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

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

Compensation Discussion and Analysis

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

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

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

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

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

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

Overview

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

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

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

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

Transactions—Management Agreement.”

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

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

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

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

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

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

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

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

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

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

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

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

2025 is set forth below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment: SEC Form 10-K/A filed by Ready Capital Corporation