What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-08-07 compared with 2026-05-08 · 3 added, 121 removed, 28 unchanged (82% of the section changed)

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.

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.

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

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 .

Rule 10b5-1 trading arrangements” (each as defined in Item 408(c) of Regulation S-K) during the quarter ended June 30,

Exhibit description

Agreement and Plan of Merger, dated as of November 29, 2024, by and among Ready Capital

Corporation, RC Merger Sub IV, LLC, and United Development Funding IV (incorporated by

reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on December 2, 2024).

Articles of Amendment and Restatement of ZAIS Financial Corp.

(incorporated by reference to

Exhibit 3.1 of the Registrant’s Form S-11, as amended (Registration No.

333-185938) .

Articles Supplementary of ZAIS Financial Corp.

(incorporated by reference to Exhibit 3.2 of the

Registrant’s Form S-11, as amended (Registration No.

333-185938) .

Articles of Amendment and Restatement of Sutherland Asset Management Corporation (incorporated

by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed November 4, 2016) .

Articles of Amendment of Ready Capital Corporation (incorporated by reference to Exhibit 3.1 of the

Registrant's Current Report on Form 8-K filed on September 26, 2018) .

Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the

shares of 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share

(incorporated by reference to Exhibit 3.7 to the Registrant's Registration Statement on Form 8-A

filed on March 19, 2021) .

Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the

shares of 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on

June 10, 2021) .

Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the

shares of Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001

par value per share, Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common

Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.8 to the Registration

Statement on Form S-3 filed with the SEC on March 21, 2022).

Amended and Restated Bylaws of Ready Capital Corporation (incorporated by reference to Exhibit

3.2 to the Registrant’s Form 8-K filed on September 26, 2018).

Certificate of Notice, dated May 11, 2022, relating to the automatic conversion of the Class B-1

Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001 par value per share,

Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common Stock, $0.0001 par

value per share, into Common Stock, $0.0001 par value per share (incorporated by reference to

Exhibit 3.1 to the Registrant’s Form 8-K filed on May 10, 2022).

Articles Supplementary to the Articles of Amendment of Ready Capital Corporation reclassifying

and designating the Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common

Stock, $0.0001 par value per share, Class B-3 Common Stock, $0.0001 par value per share, and

Class B-4 Common Stock, $0.0001 par value per share, as Common Stock, $0.0001 par value per

share (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on May 10, 2022).

Indenture, dated as of August 9, 2017, by and between Sutherland Asset Management Corporation

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the

Registrant's Current Report on Form 8-K filed August 9, 2017) .

Third Supplemental Indenture, dated as of February 26, 2019, by and between Ready Capital

Corporation and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.7

of the Registrant's Annual Report on Form 10-K filed March 13, 2019) .

Fourth Supplemental Indenture, dated as of July 22, 2019, by and between Ready Capital

Corporation and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.3

of the Registrant's Current Report on Form 8-K filed July 22, 2019) .

Sixth Supplemental Indenture, dated as of December 21, 2021, by and between Ready Capital

Corporation and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.3

of the Registrant’s Current Report on Form 8-K filed December 21, 2021).

Eighth Supplemental Indenture, dated as of July 25, 2022, by and between Ready Capital

Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by

reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on July 25, 2022).

Ninth Supplemental Indenture, dated as of December 10, 2024, by and between Ready Capital

Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by

reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on December 10,

Specimen Common Stock Certificate of Ready Capital Corporation (incorporated by reference to

Exhibit 4.1 to the Registrant’s Form S-4 filed on December 13, 2018) .

Specimen Preferred Stock Certificate representing the shares of 6.25% Series C Cumulative

Convertible Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.13

of the Registrant’s Registration Statement on Form 8-A filed on March 19, 2021) .

Specimen Preferred Stock Certificate representing the shares of 6.50% Series E Cumulative

Redeemable Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 4.1 to

the Registrant’s Current Report on Form 8-K filed on June 10, 2021) .

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to Broadmark Realty Capital

Inc.’s Form 8-A12B filed with the SEC on November 14, 2019).

Warrant Agreement, dated as of May 14, 2018, between Trinity Merger Corp.

and Continental Stock

Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to Broadmark Realty Capital

Inc.’s Form 8-A12B filed with the SEC on November 14, 2019).

Amendment to Warrant Agreement, dated November 14, 2019, by and among Broadmark Realty

Capital Inc., Continental Stock Transfer & Trust Co., and American Stock Transfer & Trust

Company, LLC (incorporated by reference to Exhibit 4.4 to Broadmark Realty Capital Inc.’s Form 8-

K filed with the SEC on November 20, 2019).

Second Amendment to Warrant Agreement, dated November 14, 2019, by and among Broadmark

Realty Capital Inc., Continental Stock Transfer & Trust Co., and American Stock Transfer & Trust

Company, LLC (incorporated by reference to Exhibit 4.5 to Broadmark Realty Capital Inc.’s Form 8-

K filed with the SEC on November 20, 2019).

Third Amendment of Warrant Agreement, dated May 31, 2023, by and among Ready Capital

Corporation, RCC Merger Sub, LLC, Computershare Inc.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.21 to the Registrant’s Quarterly Report on Form 10-Q filed

with the SEC on August 8, 2023).

Separation and Consulting Agreement, dated May 6, 2026, by and between Waterfall Asset

Management, LLC, Ready Capital Corporation, and Adam Zausmer.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

10 unchanged sentences

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,

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

Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

1 unchanged sentence

READY CAPITAL CORPORATION

August 7, 2026

/s/ Thomas E.

2 unchanged sentences

(Principal Executive Officer)

August 7, 2026

/s/ Andrew Ahlborn

3 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 5. Other Information