What changed in this filing

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Item 1. Legal Proceedings

2026-08-07 compared with 2026-05-08 · 40 added, 57 removed, 169 unchanged (36% of the section changed)

2 unchanged sentences

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.

“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

The Broadmark Merger Action also sought reimbursement for litigation expenses and attorneys’ and experts’

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

44 unchanged sentences

1:25-cv-01883 (S.D.N.Y.) (the “Exchange Act Litigation”) and appointing lead plaintiff and lead

Lead plaintiff filed an amended complaint on September 8, 2025 , which the defendants moved to dismiss on

The l ead plaintiff filed an amended complaint on September 8, 2025 , which the defendants moved to dismiss on

November 10, 2025.

48 unchanged sentences

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 ”).

in two separate but largely identical putative class action lawsuits filed by former Broadmark stockholders in the

Superior Court for King County, Washington (the “Broadmark State Court Actions ”).

Certain former directors and

20 unchanged sentences

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 1, 2026, the plaintiffs in the

Broadmark State Court Litigation and the lead plaintiff in the Broadmark Federal Court Litigation (defined below)

jointly moved for class certification and to be appointed co-class representatives in the Broadmark State Court Litigation.

On July 1, 2026, the defendants filed their opposition to the class certification motion.

Briefing on the plaintiffs’ class

certification motion is expected to be completed by September 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.

putative class action filed by a 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.

Broadmark Realty Capital

, et al., No.

2:25-cv-1013 (W.D.

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.

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

Briefing on the defendants’ motion to dismiss was completed on March 4, 2026.

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 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 May 1, 2026, the lead plaintiff in the Broadmark Federal Court Litigation and the

plaintiffs in the Broadmark State Court Litigation jointly moved for class certification and to be appointed co-class

representatives in the Broadmark State Court Litigation.

On June 1, 2026, the parties filed a stipulated motion to stay the

Broadmark Federal Court Litigation pending final adjudication of the Broadmark State Court Litigation.

motion to stay was granted on June 3, 2026.

On July 18, 2025, the Company and Broadmark were named as nominal defendants, and certain of the Company’s and

9 unchanged sentences

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

securities law violations alleged in the Broadmark Federal Court Litigation and for purportedly causing the Company to

overpay for certain stock repurchases.

2 unchanged sentences

The Broadmark Derivative Litigation is currently stayed, pending:

(1) dismissal of the Broadmark Exchange Act

(1) dismissal of the Broadmark Federal Court

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.

motion to dismiss the Broadmark Federal Court Litigation.

The defendants intend to vigorously defend against the

Broadmark State Court Actions , the Broadmark Federal Court Litigation, and the Broadmar k Derivative Litigation.

Broadmark State Court Litigation, the Broadmark Federal Court Litigation, and the Broadmar k Derivative Litigation.

Legacy UDF IV litigation

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings