Amendment: SEC Form SCHEDULE 13D/A filed by Ladder Capital Corp
$LADR
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Ladder Capital Corp (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
505743104 (CUSIP Number) |
Brian Harris c/o Ladder Capital Corp, 320 Park Avenue, 15th Floor New York, NY, 10022 (212) 715-3170 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 505743104 |
| 1 |
Name of reporting person
Brian Harris | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,708,733.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Ladder Capital Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
320 Park Avenue, 15th Floor, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission ("SEC") on December 21, 2015, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on February 22, 2019, and Amendment No. 2 to the Schedule 13D filed with the SEC on July 2, 2020 (as so amended, the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended by adding the following at the end thereof:
On February 6, 2026, Mr. Harris purchased in multiple open market transactions at prices ranging from $10.27 to $10.35, inclusive, 5,000 shares of Class A Common Stock. Such purchases were paid for with personal funds.
On February 18, 2026, the Issuer granted Mr. Harris an aggregate of 846,958 shares of Class A Common Stock for no consideration, 333,278 of which were withheld by the Issuer to cover associated taxes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety.
The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5(a).
The ownership percentages set forth below are based on 128,811,348 shares of the Issuer's Class A Common Stock outstanding as of February 20, 2026, based on information provided by the Issuer. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety.
The information set forth in rows (7) through (10) of the cover pages is incorporated by reference into this Item 5(b).
Mr. Harris directly owns or may be deemed to beneficially own 8,708,733 shares of Class A Common Stock, consisting of (i) 528,768 shares of Class A Common Stock directly owned by Mr. Harris, (ii) 4,793,623 shares of Class A Common Stock directly owned by the Betsy A. Harris 2012 Family Trust, a trust organized under the laws of New Jersey (the "Harris Trust"), (iii) 400,540 shares of Class A Common Stock directly owned by Harris Investment Associates, L.P., (iv) 1,020,084 shares of Class A Common Stock directly owned by Harris Investment Associates II, L.P, (v) 1,048,394 shares of Class A Common Stock directly owned by Shallow Alcove LLC, (vi) 917,324 shares of Class A Common Stock directly owned by Shallow Alcove II LLC, and together, representing 6.8% of the total number of shares of Class A Common Stock outstanding. Mr. Harris is the trustee of the Harris Trust, the general partner of each of Harris Investment Associates, L.P. and Harris Investment Associates II, L.P., and the sole voting member of each of Shallow Alcove LLC and Shallow Alcove II LLC and accordingly, may be deemed to have or share the power to vote and dispose of the reported securities. | |
| (c) | Except as described in Item 3, the Reporting Person has not directly or indirectly effected transactions in shares of Class A Common Stock within the prior 60 days. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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