Item 1. Financial Statements
Item 1. Financial Statements (Unaudited)
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, 2026
December 31, 2025
Assets
Cash and cash equivalents
$ 124,149
$ 207,841
Restricted cash
50,182
39,746
Loans, net (including $ 388 and $ 737 held at fair value)
3,409,500
3,500,298
Loans, held for sale (including $ 61,314 and $ 73,094 held at fair value and net of valuation
allowance of $ 70,867 and $ 67,612 )
278,214
585,820
Mortgage-backed securities
31,587
34,501
Investment in unconsolidated joint ventures (including $ 5,294 and $ 5,737 held at fair value)
165,658
161,424
Derivative instruments
3,096
6,740
Servicing rights
117,463
126,279
Real estate owned
572,850
620,225
Other assets
466,161
508,238
Assets of consolidated VIEs
1,045,056
1,978,684
Total Assets
$ 6,263,916
$ 7,769,796
Liabilities
Secured borrowings
1,876,713
2,788,926
Securitized debt obligations of consolidated VIEs, net
638,942
1,174,785
Senior secured notes, net
723,915
722,729
Corporate debt, net
470,372
652,487
Guaranteed loan financing
950,103
524,091
Contingent consideration
22,265
18,698
Derivative instruments
60
1,432
Dividends payable
3,665
3,633
Loan participations sold
56,616
56,616
Due to third parties
5,408
3,135
Accounts payable and other accrued liabilities
165,620
171,636
Total Liabilities
$ 4,913,679
$ 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, 165,209,516 and 163,010,012
shares issued and outstanding, respectively
17
17
Additional paid-in capital
2,267,394
2,264,355
Retained deficit
( 1,118,135 )
( 807,522 )
Accumulated other comprehensive loss
( 21,448 )
( 24,196 )
Total Ready Capital Corporation equity
1,239,206
1,544,032
Non-controlling interests
102,670
99,235
Total Stockholders’ Equity
$ 1,341,876
$ 1,643,267
Total Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
$ 6,263,916
$ 7,769,796
See Notes To Unaudited Consolidated Financial Statements
5
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except share data)
2026
2025
2026
2025
Interest income
$ 77,401
$ 152,735
$ 159,131
$ 307,702
Interest expense
( 82,853 )
( 135,837 )
( 179,687 )
( 276,303 )
Net interest income (loss) before (provision for) recovery of loan
losses
$ ( 5,452 )
$ 16,898
$ ( 20,556 )
$ 31,399
(Provision for) recovery of loan losses
( 21,554 )
( 8,640 )
( 92,461 )
100,928
Net interest income (loss) after (provision for) recovery of loan losses
$ ( 27,006 )
$ 8,258
$ ( 113,017 )
$ 132,327
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned
( 22,221 )
18,214
( 82,306 )
28,883
Net unrealized gain (loss) on financial instruments
( 4,173 )
( 1,614 )
( 11,093 )
( 3,364 )
Valuation allowance, loans held for sale
2,447
( 39,746 )
( 4,110 )
( 139,464 )
Servicing income, net of amortization and impairment of $ 11,207 and
$ 17,794 for the three and six months ended June 30, 2026, and $ 12,874
and $ 18,168 for the three and six months ended June 30, 2025,
respectively
72
( 304 )
5,493
6,152
Gain (loss) on bargain purchase
—
( 14,381 )
—
88,090
Income (loss) on unconsolidated joint ventures
1,276
( 144 )
3,335
( 4,126 )
Other income
14,214
11,304
32,279
22,894
Total non-interest income (expense)
$ ( 8,385 )
$ ( 26,671 )
$ ( 56,402 )
$ ( 935 )
Non-interest expense
Employee compensation and benefits
( 24,590 )
( 23,159 )
( 48,438 )
( 44,413 )
Allocated employee compensation and benefits from related party
( 3,376 )
( 3,600 )
( 6,976 )
( 6,876 )
Professional fees
( 7,671 )
( 6,368 )
( 14,326 )
( 11,856 )
Management fees – related party
( 3,765 )
( 5,072 )
( 7,841 )
( 10,649 )
Loan servicing expense
( 3,439 )
( 11,038 )
( 19,113 )
( 26,882 )
Transaction related expenses
( 512 )
( 639 )
( 847 )
( 3,333 )
Impairment on real estate
( 952 )
( 4,268 )
( 483 )
( 6,614 )
Other operating expenses
( 33,268 )
( 16,133 )
( 62,282 )
( 32,256 )
Total non-interest expense
$ ( 77,573 )
$ ( 70,277 )
$ ( 160,306 )
$ ( 142,879 )
Loss from continuing operations before benefit for income taxes
( 112,964 )
( 88,690 )
( 329,725 )
( 11,487 )
Income tax benefit
13,281
39,939
29,955
45,146
Net income (loss) from continuing operations
$ ( 99,683 )
$ ( 48,751 )
$ ( 299,770 )
$ 33,659
Discontinued operations (refer to Note 9 )
Loss from discontinued operations before income tax benefit
—
( 6,567 )
—
( 7,161 )
Income tax benefit
—
1,641
—
1,790
Net loss from discontinued operations
$ —
$ ( 4,926 )
$ —
$ ( 5,371 )
Net income (loss)
$ ( 99,683 )
$ ( 53,677 )
$ ( 299,770 )
$ 28,288
Less: Dividends on preferred stock
1,999
1,999
3,998
3,998
Less: Net income attributable to non-controlling interest
1,848
1,814
3,490
4,274
Net income (loss) attributable to Ready Capital Corporation
$ ( 103,530 )
$ ( 57,490 )
$ ( 307,258 )
$ 20,016
Earnings per common share from continuing operations - basic
$ ( 0.63 )
$ ( 0.31 )
$ ( 1.87 )
$ 0.15
Earnings per common share from discontinued operations - basic
$ 0.00
$ ( 0.03 )
$ 0.00
$ ( 0.03 )
Total earnings per common share - basic
$ ( 0.63 )
$ ( 0.34 )
$ ( 1.87 )
$ 0.12
Earnings per common share from continuing operations - diluted
$ ( 0.63 )
$ ( 0.31 )
$ ( 1.87 )
$ 0.15
Earnings per common share from discontinued operations - diluted
$ 0.00
$ ( 0.03 )
$ 0.00
$ ( 0.03 )
Total earnings per common share - diluted
$ ( 0.63 )
$ ( 0.34 )
$ ( 1.87 )
$ 0.12
Weighted-average shares outstanding
Basic
165,101,861
167,749,917
164,366,053
166,465,234
Diluted
172,781,180
170,673,088
171,173,393
169,320,001
Dividends declared per share of common stock
$ 0.01
$ 0.125
$ 0.02
$ 0.25
See Notes To Unaudited Consolidated Financial Statements
6
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Net income (loss)
$ ( 99,683 )
$ ( 53,677 )
$ ( 299,770 )
$ 28,288
Other comprehensive income (loss) - net change by component:
Derivative financial instruments (cash flow hedges)
3,351
( 3,341 )
3,457
( 7,285 )
Foreign currency translation
( 318 )
1,747
( 703 )
2,560
Other comprehensive income (loss)
$ 3,033
$ ( 1,594 )
$ 2,754
$ ( 4,725 )
Comprehensive income (loss)
$ ( 96,650 )
$ ( 55,271 )
$ ( 297,016 )
$ 23,563
Less: Comprehensive income attributable to non-controlling interests
1,854
1,807
3,495
4,246
Comprehensive income (loss) attributable to Ready Capital
Corporation
$ ( 98,504 )
$ ( 57,078 )
$ ( 300,511 )
$ 19,317
See Notes To Unaudited Consolidated Financial Statements
7
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Three Months Ended June 30, 2026
Preferred Series E
Common Stock
Additional Paid-
In Capital
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Total Ready
Capital
Corporation
Equity
Non-controlling
Interests
Total
Stockholders'
Equity
(in thousands, except share data)
Shares
Amount
Shares
Amount
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
Dividend declared:
Common stock ( $ 0.01 per share)
—
—
—
—
—
( 1,678 )
—
( 1,678 )
—
( 1,678 )
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
—
—
54,800
—
2,032
—
—
2,032
—
2,032
Share repurchases
—
—
( 100,843 )
—
( 165 )
—
—
( 165 )
—
( 165 )
Reallocation of non-controlling interest
—
—
—
—
( 7 )
—
1
( 6 )
6
—
Net income (loss)
—
—
—
—
—
( 101,531 )
—
( 101,531 )
1,848
( 99,683 )
Other comprehensive income
—
—
—
—
—
—
3,027
3,027
6
3,033
Balance at June 30, 2026
4,600,000
$ 111,378
165,209,516
$ 17
$ 2,267,394
$ ( 1,118,135 )
$ ( 21,448 )
$ 1,239,206
$ 102,670
$ 1,341,876
Three Months Ended June 30, 2025
Preferred Series E
Common Stock
Additional Paid-
In Capital
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Loss
Total Ready
Capital
Corporation
Equity
Non-controlling
Interests
Total
Stockholders'
Equity
(in thousands, except share data)
Shares
Amount
Shares
Amount
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
Dividend declared:
Common stock ( $ 0.125 per share)
—
—
—
—
—
( 20,758 )
—
( 20,758 )
—
( 20,758 )
OP units
—
—
—
—
—
—
—
—
( 75 )
( 75 )
$ 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
—
—
—
—
—
—
—
—
( 87 )
( 87 )
Stock-based compensation
—
—
55,010
—
440
—
—
440
—
440
Conversion of OP units into common stock
—
—
282,614
—
1,197
—
—
1,197
( 1,197 )
—
Share repurchases
—
—
( 8,518,464 )
—
( 37,779 )
—
—
( 37,779 )
—
( 37,779 )
Reallocation of non-controlling interest
—
—
—
—
1,581
—
( 33 )
1,548
( 1,548 )
—
Net income (loss)
—
—
—
—
—
( 55,491 )
—
( 55,491 )
1,814
( 53,677 )
Other comprehensive loss
—
—
—
—
—
—
( 1,587 )
( 1,587 )
( 7 )
( 1,594 )
Balance at June 30, 2025
4,600,000
$ 111,378
164,326,387
$ 17
$ 2,267,540
$ ( 528,524 )
$ ( 23,293 )
$ 1,827,118
$ 98,544
$ 1,925,662
See Notes To Unaudited Consolidated Financial Statements
8
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Six Months Ended June 30, 2026
Preferred Series E
Common Stock
Additional Paid-
In Capital
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Total Ready
Capital
Corporation
Equity
Non-controlling
Interests
Total
Stockholders'
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 ( $ 0.02 per share)
—
—
—
—
—
( 3,355 )
—
( 3,355 )
—
( 3,355 )
OP units
—
—
—
—
—
—
—
—
( 6 )
( 6 )
$ 0.78125 per Series C preferred share
—
—
—
—
—
( 262 )
—
( 262 )
—
( 262 )
$ 0.81250 per Series E preferred share
—
—
—
—
—
( 3,736 )
—
( 3,736 )
—
( 3,736 )
Stock-based compensation
—
—
2,515,119
—
3,523
—
—
3,523
—
3,523
Share repurchases
—
—
( 315,615 )
—
( 539 )
—
—
( 539 )
—
( 539 )
Reallocation of non-controlling interest
—
—
—
—
55
—
( 1 )
54
( 54 )
—
Net income (loss)
—
—
—
—
—
( 303,260 )
—
( 303,260 )
3,490
( 299,770 )
Other comprehensive income
—
—
—
—
—
—
2,749
2,749
5
2,754
Balance at June 30, 2026
4,600,000
$ 111,378
165,209,516
$ 17
$ 2,267,394
$ ( 1,118,135 )
$ ( 21,448 )
$ 1,239,206
$ 102,670
$ 1,341,876
Six Months Ended June 30, 2025
Preferred Series E
Common Stock
Additional Paid-
In Capital
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Loss
Total Ready
Capital
Corporation
Equity
Non-controlling
Interests
Total
Stockholders'
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 ( $ 0.25 per share)
—
—
—
—
—
( 43,451 )
—
( 43,451 )
—
( 43,451 )
OP units
—
—
—
—
—
—
—
—
( 186 )
( 186 )
$ 0.78125 per Series C preferred share
—
—
—
—
—
( 262 )
—
( 262 )
—
( 262 )
$ 0.81250 per Series E preferred share
—
—
—
—
—
( 3,736 )
—
( 3,736 )
—
( 3,736 )
Distributions, net
—
—
—
—
—
—
—
—
( 187 )
( 187 )
Shares issued pursuant to merger
transaction
—
—
12,766,819
—
64,600
—
—
64,600
—
64,600
Stock-based compensation
—
—
737,090
—
6,678
—
—
6,678
—
6,678
Conversion of OP units into common stock
—
—
282,614
—
1,197
—
—
1,197
( 1,197 )
—
Share repurchases
—
—
( 12,252,508 )
—
( 57,099 )
—
—
( 57,099 )
—
( 57,099 )
Reallocation of non-controlling interest
—
—
—
—
1,873
—
( 44 )
1,829
( 1,829 )
—
Net income
—
—
—
—
—
24,014
—
24,014
4,274
28,288
Other comprehensive loss
—
—
—
—
—
—
( 4,697 )
( 4,697 )
( 28 )
( 4,725 )
Balance at June 30, 2025
4,600,000
$ 111,378
164,326,387
$ 17
$ 2,267,540
$ ( 528,524 )
$ ( 23,293 )
$ 1,827,118
$ 98,544
$ 1,925,662
See Notes To Unaudited Consolidated Financial Statements
9
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
(in thousands)
2026
2025
Cash Flows From Operating Activities:
Net income (loss)
$ ( 299,770 )
$ 28,288
Net loss from discontinued operations, net of tax
—
( 5,371 )
Net income (loss) from continuing operations
( 299,770 )
33,659
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of premiums, discounts, and debt issuance costs, net
30,316
27,040
Stock-based compensation
4,112
3,419
Provision for (recovery of) loan losses
92,461
( 100,928 )
Impairment (recovery) on real estate owned, held for sale
483
6,614
Depreciation and amortization on real estate owned
3,151
—
Repair and denial reserve
2,707
1,158
Paid-in-kind accrued interest
( 801 )
( 1,048 )
Valuation allowance, loans held for sale
4,110
139,464
Net (income) loss of unconsolidated joint ventures, net of distributions
( 2,178 )
6,451
Realized (gains) losses, net
82,135
( 27,506 )
Unrealized (gains) losses, net
10,452
2,499
Loss on deconsolidation of securitization trust
2,840
—
Bargain purchase gain
—
( 88,090 )
Loans, held for sale, net
703,166
50,174
Changes in operating assets and liabilities:
Derivative instruments
5,160
( 996 )
Assets of consolidated VIEs (excluding loans, net), accrued interest and due from servicers
5,815
50,882
Receivable from third parties
( 7,246 )
2,656
Other assets
19,384
( 105,016 )
Accounts payable and other accrued liabilities
8,999
31,554
Net cash provided by operating activities from continuing operations
$ 665,296
$ 31,986
Net cash used for operating activities from discontinued operations
—
( 23,784 )
Net cash provided by operating activities
$ 665,296
$ 8,202
Cash Flows From Investing Activities:
Origination of loans
( 164,053 )
( 300,692 )
Proceeds from disposition and principal payment of loans
1,016,550
1,034,968
Funding of investments held to maturity
—
( 2,385 )
Proceeds from sale and principal payment of mortgage-backed securities
3,747
—
Funding of real estate, held for sale
( 1,143 )
( 215 )
Proceeds from sale of real estate, held for sale
91,592
8,312
Investment in unconsolidated joint ventures
( 9,928 )
( 11,897 )
Distributions in excess of cumulative earnings from unconsolidated joint ventures
7,872
2,928
Payment of liabilities under participation agreements
—
( 1,335 )
Net cash provided by (used for) business acquisitions
—
16,020
Net cash provided by investing activities from continuing operations
$ 944,637
$ 745,704
Net cash provided by investing activities from discontinued operations
—
43,316
Net cash provided by investing activities
$ 944,637
$ 789,020
Cash Flows From Financing Activities:
Proceeds from secured borrowings
1,067,088
2,385,296
Repayment of secured borrowings
( 1,978,398 )
( 917,296 )
Repayment of the Paycheck Protection Program Liquidity Facility borrowings
( 8,592 )
( 8,134 )
Proceeds from issuance of securitized debt obligations of consolidated VIEs
135,657
—
Repayment of securitized debt obligations of consolidated VIEs
( 673,887 )
( 2,075,012 )
Proceeds from sale of retained beneficial interests
24,065
—
Repayment of corporate debt
( 183,994 )
( 231,511 )
Proceeds from senior secured note
—
290,250
Repayment of guaranteed loan financing
( 49,897 )
( 83,492 )
Payment of deferred financing costs
( 5,887 )
( 18,099 )
Common stock repurchased
—
( 55,151 )
Settlement of share-based awards in satisfaction of withholding tax requirements
( 539 )
( 1,948 )
Dividend payments
( 7,327 )
( 67,886 )
Net cash used for financing activities from continuing operations
$ ( 1,681,711 )
$ ( 782,983 )
Net cash used for financing activities from discontinued operations
—
( 4,324 )
Net cash used for financing activities
$ ( 1,681,711 )
$ ( 787,307 )
Net increase (decrease) in cash, cash equivalents, and restricted cash including cash classified within assets held
for sale
( 71,778 )
9,915
Less: Net increase (decrease) in cash and cash equivalents within assets held for sale
—
( 29,792 )
Net increase (decrease) in cash, cash equivalents, and restricted cash
( 71,778 )
39,707
Cash, cash equivalents, and restricted cash beginning balance
249,534
182,774
Cash, cash equivalents, and restricted cash ending balance
$ 177,756
$ 222,481
See Notes To Unaudited Consolidated Financial Statements
10
READY CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
(in thousands)
2026
2025
Supplemental disclosures:
Cash paid for interest
$ 151,131
$ 263,125
Cash paid (received) for income taxes
$ 160
$ ( 258 )
Non-cash investing activities
Loans transferred from loans, held for sale to loans, net
$ 37,270
$ 72,826
Loans transferred from loans, net to loans, held for sale
$ 322,952
$ 722,797
Loans transferred to real estate owned, held for sale
$ 49,633
$ 35,546
Deconsolidation of assets in securitization trusts
$ 26,300
$ —
Consolidation of assets in securitization trusts
$ 475,919
$ —
Contingent consideration in connection with acquisitions
$ —
$ 15,242
Non-cash financing activities
Deconsolidation of borrowings in securitization trusts
$ 22,973
$ —
Consolidation of borrowings in securitization trusts
$ 475,919
$ —
Shares and OP units issued in connection with merger transactions
$ —
$ 64,600
Conversion of OP units to common stock
$ —
$ 1,197
Cash, cash equivalents, and restricted cash reconciliation
Cash and cash equivalents
$ 124,149
$ 162,935
Restricted cash
50,182
56,769
Cash, cash equivalents, and restricted cash in assets of consolidated VIEs
3,425
2,777
Cash, cash equivalents, and restricted cash ending balance
$ 177,756
$ 222,481
See Notes To Unaudited Consolidated Financial Statements
11
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 June 30, 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 M erger .
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 June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 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.
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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
810. 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
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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, accounted for
at amortized cost, and lending commitments. 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, 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.
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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 . 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 under the cost recovery method. 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 9 0 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) in the consolidated statements of operations.
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
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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.
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 June 30, 2026 and December 31, 2025 , the
Company had o ffset $ 9.0 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.
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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
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
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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.
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. R eal
estate owned, held for use is recorded at acquisition cost less any accumulated depreciation. Depreciation is computed
using a straight-line method over the estimate d 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. Intangible assets (including above and below-market leases) are amortized on a straight-line basis over the
remaining term of the lease and amortization 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 on real estate on the consolidated statements of operations.
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.
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Intangible assets
The Company accounts for intangible assets under ASC 350, Intangibles- Goodwill and Other (“ASC 350”). T he
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
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 A SC 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 fourth quarter of 2025 , 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.
There were no events or changes in circumstances during the three months ended June 30, 2026 that would indicate that
it was more likely than not that the fair value of each of the reporting units did not exceed its respective carrying value as
of June 30, 2026 .
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 s ecured 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
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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.
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.
20
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.
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”),
21
pursuant to which the company acquired a group of privately held, real estate structured finance opportunities funds,
with a focus on construction lending, 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
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. Potential dilutive shares are excluded from the calculation if they have an anti-
dilutive effect in the period.
All of t he Company’s RSAs, time-based RSUs, 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.
22
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
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 June 30, 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) in the consolidated statements of operations.
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
23
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.
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
24
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 Instrument s 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 .
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 assu mptions 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
Price Allocation
Measurement Period
Adjustments
Updated Purchase Price
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
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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 .
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
M erger .
(in thousands)
Preliminary Purchase
Price Allocation
Measurement Period
Adjustments
Updated Purchase Price
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 .
Upon the close of the measurement period on March 13, 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
Loa ns 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 allo wance 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.
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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.
June 30, 2026
December 31, 2025
(in thousands)
Carrying Value
UPB
Carrying Value
UPB
Loans
Bridge
$ 1,656,219
$ 1,754,129
$ 2,024,033
$ 2,082,823
Fixed rate
79,252
80,188
93,002
93,828
Construction
404,254
525,249
388,042
509,085
Freddie Mac
10,961
10,782
3,945
3,756
SBA - 7(a)
1,204,838
1,247,270
908,714
958,755
Other
53,976
82,954
82,562
112,194
Total Loans, net
$ 3,409,500
$ 3,700,572
$ 3,500,298
$ 3,760,441
Loans in consolidated VIEs
Bridge
—
—
834,426
858,833
Fixed rate
508,215
510,964
558,119
560,230
SBA - 7(a)
271,938
291,596
134,761
145,185
Other
127,752
127,825
166,773
167,191
Total Loans, net, in consolidated VIEs
$ 907,905
$ 930,385
$ 1,694,079
$ 1,731,439
Loans, held for sale
Bridge
191,798
257,014
457,336
521,116
Fixed rate
—
—
55,390
58,000
Freddie Mac
9,967
9,841
16,555
16,425
SBA - 7(a)
42,068
39,283
52,598
49,203
Other
34,381
38,633
3,941
3,622
Total Loans, held for sale
$ 278,214
$ 344,771
$ 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
$ 4,595,619
$ 4,975,728
$ 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.
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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
June 30, 2026
Bridge
$ 1,754,129
$ —
$ 13,911
$ 216,062
$ 65,097
$ 775,810
$ 585,339
$ 1,656,219
Fixed rate
591,152
—
—
—
—
25,712
561,755
587,467
Construction
525,249
—
47,824
90,875
19,300
121,710
124,545
404,254
Freddie Mac
10,782
—
—
2,568
7,016
1,377
—
10,961
SBA - 7(a)
1,538,866
44,149
288,099
358,398
201,332
233,711
351,087
1,476,776
Other
210,779
3,076
21,005
15,997
3,104
4,992
133,554
181,728
Total Loans, net
$ 4,630,957
$ 47,225
$ 370,839
$ 683,900
$ 295,849
$ 1,163,312
$ 1,756,280
$ 4,317,405
Gross write-offs
$ —
$ 1,184
$ 6,250
$ 3,398
$ 30,538
$ 16,382
$ 57,752
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
June 30, 2026
Current
$ 3,712,136
$ 47,225
$ 367,041
$ 594,027
$ 261,342
$ 814,253
$ 1,438,766
$ 3,522,654
30 - 59 days past due
161,178
—
107
34
7,036
131,958
9,012
148,147
60+ days past due
757,643
—
3,691
89,839
27,471
217,101
308,502
646,604
Total Loans, net
$ 4,630,957
$ 47,225
$ 370,839
$ 683,900
$ 295,849
$ 1,163,312
$ 1,756,280
$ 4,317,405
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
past due
60+ days past
due
Total
Non-Accrual
Loans
90+ days past
due and
Accruing
June 30, 2026
Bridge
$ 1,021,211
$ 114,373
$ 520,635
$ 1,656,219
$ 776,497
$ 7,596
Fixed rate
561,458
3,244
22,765
587,467
22,765
—
Construction
337,299
19,031
47,924
404,254
75,976
—
Freddie Mac
—
7,016
3,945
10,961
3,945
—
SBA - 7(a)
1,427,842
571
48,363
1,476,776
75,916
413
Other
174,844
3,912
2,972
181,728
2,774
—
Total Loans, net
$ 3,522,654
$ 148,147
$ 646,604
$ 4,317,405
$ 957,873
$ 8,009
Percentage of loans outstanding
81.6 %
3.4 %
15.0 %
100 %
22.2 %
0.2 %
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 %
— %
28
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
100.0%
Total
June 30, 2026
Bridge
$ —
$ 17,765
$ 103,121
$ 508,402
$ 590,044
$ 436,887
$ 1,656,219
Fixed rate
—
22,353
266,096
273,687
20,381
4,950
587,467
Construction
801
5,663
101,274
144,360
70,746
81,410
404,254
Freddie Mac
—
—
7,016
3,945
—
—
10,961
SBA - 7(a)
21,333
75,173
204,805
471,620
271,314
432,531
1,476,776
Other
54,681
58,027
29,101
23,081
14,443
2,395
181,728
Total Loans, net
$ 76,815
$ 178,981
$ 711,413
$ 1,425,095
$ 966,928
$ 958,173
$ 4,317,405
Percentage of loans outstanding
1.8 %
4.1 %
16.5 %
33.0 %
22.4 %
22.2 %
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)
June 30, 2026
December 31, 2025
Texas
23.9 %
25.8 %
California
11.2
12.7
Arizona
10.8
9.2
Florida
6.0
8.9
Washington
5.7
3.1
Georgia
5.2
6.0
New York
4.2
3.7
North Carolina
2.5
2.0
Ohio
2.4
1.8
Oregon
2.2
1.3
Other
25.9
25.5
Total
100 %
100 %
The table below presents the collateral type concentration of loans, net.
Collateral Concentration (% of UPB)
June 30, 2026
December 31, 2025
Multi-family
44.8 %
56.6 %
SBA
33.2
20.1
Land
5.5
4.3
Retail
5.0
4.7
Industrial
3.4
4.0
Office
2.7
3.2
Mixed Use
2.3
3.0
Other
3.1
4.1
Total
100 %
100 %
29
The table below presents the collateral type concentration of SBA loans within loans, net.
Collateral Concentration (% of UPB)
June 30, 2026
December 31, 2025
Lodging
20.5 %
19.3 %
Gasoline Service Stations
16.5
13.8
Eating Places
7.0
6.8
Child Day Care Services
4.6
3.9
General Freight Trucking, Local
2.7
3.8
Grocery Stores
2.7
2.2
Car Washes
2.3
1.7
Offices of Physicians
2.1
2.6
Coin-Operated Laundries and Drycleaners
2.0
2.1
Funeral Service & Crematories
0.8
1.1
Other
38.8
42.7
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
June 30, 2026
General
$ 18,311
$ 2,092
$ 931
$ 29,235
$ 1,663
$ 52,232
Specific
77,700
1,699
21,855
11,884
10,091
123,229
PCD
—
—
75,265
—
—
75,265
Ending balance
$ 96,011
$ 3,791
$ 98,051
$ 41,119
$ 11,754
$ 250,726
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
30
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 June 30, 2026
Beginning balance
$ 82,828
$ 3,077
$ 99,388
$ 38,835
$ 11,539
$ 235,667
Provision for (recoveries of) loan losses
16,738
714
( 651 )
7,626
215
24,642
Time value of money adjustment
—
—
3,648
—
—
3,648
Charge-offs and sales
( 3,555 )
—
( 4,334 )
( 5,490 )
—
( 13,379 )
Recoveries
—
—
148
—
148
Ending balance
$ 96,011
$ 3,791
$ 98,051
$ 41,119
$ 11,754
$ 250,726
Three Months Ended June 30, 2025
Beginning balance
$ 31,049
$ 9,230
$ 166,051
$ 30,035
$ 2,855
$ 239,220
Provision for (recoveries of) loan losses
9,661
( 3,313 )
( 834 )
3,412
427
9,353
Measurement period adjustment - PCD
—
—
( 7,198 )
—
—
( 7,198 )
Charge-offs and sales
—
( 802 )
( 7,882 )
( 396 )
—
( 9,080 )
Recoveries
—
—
—
284
—
284
Ending balance
$ 40,710
$ 5,115
$ 150,137
$ 33,335
$ 3,282
$ 232,579
Six Months Ended June 30, 2026
Beginning balance
$ 80,635
$ 3,345
$ 84,365
$ 38,654
$ 11,518
$ 218,517
Provision for (recoveries of) loan losses
57,895
446
12,251
12,012
236
82,840
Time value of money adjustment
—
—
6,775
—
—
6,775
Charge-offs and sales
( 42,519 )
—
( 5,340 )
( 9,893 )
—
( 57,752 )
Recoveries
—
—
—
346
—
346
Ending balance
$ 96,011
$ 3,791
$ 98,051
$ 41,119
$ 11,754
$ 250,726
Six Months Ended June 30, 2025
Beginning balance
$ 170,445
$ 5,114
$ 140,139
$ 22,087
$ 2,154
$ 339,939
Provisions for (recoveries of) loan losses
( 129,735 )
1,803
9,656
11,500
1,128
( 105,648 )
PCD (1)
—
—
9,428
—
—
9,428
Charge-offs and sales
—
( 1,802 )
( 9,086 )
( 622 )
—
( 11,510 )
Recoveries
—
—
—
370
—
370
Ending balance
$ 40,710
$ 5,115
$ 150,137
$ 33,335
$ 3,282
$ 232,579
(1) Includes the impact of a measurement period adjustment related to the UDF IV Merger. Refer to Note 5 for further details on assets acquired and liabilities assumed in
connection with the UDF Merger.
The table above excludes $ 3.8 million and $ 2.3 million of allowance for loan losses on unfunded lending commitments
as of June 30, 2026 and June 30, 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.
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)
June 30, 2026
December 31, 2025
Non-accrual loans
With an allowance
$ 904,919
$ 1,290,859
Without an allowance
52,954
36,265
Total carrying value of non-accrual loans
$ 957,873
$ 1,327,124
Allowance for loan losses related to non-accrual loans
$ ( 140,644 )
$ ( 133,750 )
UPB of non-accrual loans
$ 1,112,311
$ 1,466,969
June 30, 2026
June 30, 2025
Interest income on non-accrual loans for the three months ended
$ 7,509
$ 2,198
Interest income on non-accrual loans for the six months ended
$ 14,618
$ 6,366
31
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 June 30, 2026 . During the three months ended June 30, 2026 , the Company entered into 27 loan
modifications with an aggregate carrying value of $ 87.7 million , or 2.0 % 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, principal
forgiveness, term extensions and other-than-insignificant payment delays.
There was 1 loan with a carrying value of $ 60.5 million , or 1.4 % of loans, net that was modified to include both a 25
month term extension added to the original loan term and an interest rate reduction from SOFR + 5.85 % to SOFR +
4.00 % from May 2026 to November 2027. There was 1 loan with a carrying value of $ 17.8 million , or 0.4 % of loans, net
that was modified to include a 39 month term extension added to the original loan term, a 24 month interest payment
deferral, and principal forgiveness of $ 1.2 million . Ther e were 23 loans with an aggregate carrying value of $ 8.9 million ,
or 0.2 % of loans, net that were modified to include interest payment deferrals which ranged between 3 and 24 months
with a weighted average of 8 months and include payments for periods before the modification date. There were 2 loans
with an aggregate carrying value of $ 0.5 million , or less than 0.1 % of loans, net that were modified to include a 60
month term extension added to the original loan term. 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.
During the three months ended June 30, 2026 , $ 2.6 million of total capital was invested by the borrowers, substantially
all in the form of payment towards principal or contribution to a reserve account.
Six months ended June 30, 2026 . During the six months ended June 30, 2026 , the Company entered into 72 loan
modifications with an aggregate carrying value of $ 251.8 million , or 5.8 % 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, principal
forgiveness, term extensions and other-than-insignificant payment delays .
There were 4 loans with an aggregate carrying value of $ 138.3 million , or 3.2 % of loans, net that were modified to
include both term extensions which ranged between 3 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 was 1 loan with a carrying value of $ 60.5 million , or 1.4 % of loans, net that was modified to include a 25
month term extension added to the original loan term, a 4 month interest payment deferral, and an interest rate reduction
from SOFR + 5.85 % to SOFR + 4.00 % from May 2026 to November 2027. There were 63 loans with an aggregate
carrying value of $ 34.7 million , or 0.8 % of loans, net that were modified to include interest payment deferrals which
ranged between 3 and 24 months with a weighted average of 5 months and include payments for periods before the
modification date. There was 1 loan with a carrying value of $ 17.8 million , or 0.4 % of loans, net that was modified to
include a 39 month term extension added to the original loan term, a 24 month interest payment deferral, and principal
forgiveness of $ 1.2 million . There were 2 loans with an aggregate carrying value of $ 0.5 million , or less than 0.1 % of
loans, net that were modified to include a 60 month term extension added to the original loan term. There was 1 loan
with a carrying value of less than $ 0.1 million , or less than 0.1 % of loans, net that was modified to include both a 26
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.
During the six months ended June 30, 2026 , $ 2.6 million of total capital was invested by the borrowers, substantially all
in the form of payment towards principal or contribution to a reserve account.
Three months ended June 30, 2025 . During the three months ended June 30, 2025 , the Company entered into 36 loan
modifications with an aggregate carrying value of $ 261.8 million , or 3.6 % of total loans, net. These modified loans
32
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 9 loans with an aggregate carrying value of $ 81.4 million , or 1.1 % of loans, net that were modified to
include term extensions which ranged between 2 and 72 months with a weighted average of 21 months added to the
original loan term. There was 1 loan with a carrying value of $ 33.4 million , or 0.5 % of loans, net that was assumed by a
new borrower with an 18 month term extension added to the original loan term. There was 1 loan with a carrying value
of $ 31.3 million , or 0.4 % of loans, net that was modified to include both a 24 month term extension added to the original
loan term and an interest rate reduction from SOFR + 4.50 % to SOFR + 4.00 % from May 2025 to October 2027. There
was 1 loan with a carrying value of $ 31.1 million , or 0.4 % of loans, net that was modified to include both a 26 month
interest payment deferral and an interest rate reduction from SOFR + 3.60 % to a fixed rate of 6.0 % from June 2024 to
December 2025, 6.25 % from January 2026 to December 2026, and 6.5 % from January 2027 to September 2027. There
were 15 loans with an aggregate carrying value of $ 30.7 million , or 0.4 % of loans, net that were modified to include
interest payment deferrals which ranged between 6 and 28 months with a weighted average of 7 months and include
payments for periods before the modification date. There were 8 loans with an aggregate carrying value of $ 28.5 million ,
or 0.4 % of loans, net that were modified to include both term extensions and interest payment deferrals. The term
extensions ranged between 3 and 60 months with a weighted average of 14 months added to the original loan term.
Interest payment deferrals ranged between 6 and 11 months with a weighted average of 9 months . 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. There was 1
loan with a carrying value of $ 25.4 million , or 0.4 % of loans, net that was modified to include a 12 month term extension
added to the original loan term, a 7 month interest payment deferral, and an interest rate reduction from SOFR + 5.75 %
to SOFR + 3.50 % from June 2025 to March 2026.
During the three months ended June 30, 2025 , $ 0.4 million of total capital was invested by the borrowers, substantially
all in the form of payments in contribution to reserve accounts.
Six months ended June 30, 2025 . During the six months ended June 30, 2025 , the Company entered into 61 loan
modifications with an aggregate carrying value of $ 429.8 million , or 6.0 % 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 15 loans with an aggregate carrying value of $ 100.4 million , or 1.4 % of loans, net that were modified to
include term extensions which ranged between 2 and 72 months with a weighted average of 20 months added to the
original loan term. There were 2 loans with an aggregate carrying value of $ 77.6 million , or 1.1 % of loans, net that were
assumed by new borrowers and modified to include term extensions. The term extensions ranged between 18 and 35
months with a weighted average of 28 months added to the original loan term. There were 2 loans with an aggregate
carrying value of $ 65.3 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 were 11 loans with an aggregate carrying value of $ 57.5 million , or 0.8 % of
loans, net that were modified to include both term extensions and interest payment deferrals. The term extensions ranged
between 3 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 12 months . 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. There were 28 loans with an aggregate
carrying value of $ 41.2 million , or 0.6 % of loans, net that were modified to include interest payment deferrals which
ranged between 3 and 28 months with a weighted average of 7 months and include payments for periods before the
modification date. There was 1 loan with a carrying value of $ 31.3 million , or 0.4 % of loans, net that was modified to
include both a 24 month term extension added to the original loan term and an interest rate reduction from SOFR +
4.50 % to SOFR + 4.00 % from May 2025 to October 2027. There was 1 loan with a carrying value of $ 31.1 million , or
0.4 % of loans, net that was modified to include both a 26 month interest payment deferral and an interest rate reduction
from SOFR + 3.60 % to a fixed rate of 6.0 % from June 2024 to December 2025, 6.25 % from January 2026 to December
2026, and 6.5 % from January 2027 to September 2027. There was 1 loan with a carrying value of $ 25.4 million , or 0.4 %
33
of loans, net that was modified to include a 12 month term extension added to the original loan term, a 7 month interest
payment deferral, and an interest rate reduction from SOFR + 5.75 % to SOFR + 3.50 % from June 2025 to March 2026.
During the six months ended June 30, 2025 , $ 10.6 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. Substantially all of the modified loans during the three and six months ended June 30, 2026 were performing in
accordance with the modified contractual terms, however, $ 69.8 million and $ 169.7 million , respectively were on
nonaccrual status regarding the ultimate collectability of the contractually due principal and interest. Majority of the
modified loans during the three and six months ended June 30, 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 June 30, 2026 , except for 34 loans with a carrying value of $ 107.4 million which did not make payments in
accordance with their modified terms during the three months ended June 30, 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 June 30, 2026 and December 31, 2025 , the Company’s total carrying amount of loans in the
foreclosure process was $ 10.8 million and $ 17.9 million , respectively.
L ending commitments . For the three and six months ended June 30, 2026 , lending commitments to borrowers
experiencing financial difficulty for which the Company has modified the loan terms were $ 0.4 million and $ 1.9 million ,
respectively. For the three and six months ended June 30, 2025 , lending commitments to borrowers experiencing
financial difficulty for which the Company has modified the loan terms were $ 22.3 million and $ 28.8 million ,
respectively.
PCD loans
On March 13, 2025, the Company acquired PCD loans in connection with the UDF IV M erger . 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
Price Allocation
Measurement Period
Adjustments
Updated Purchase Price
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 June 30, 2026 or June 30, 2025 .
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
state of the marketplace (including the existence and transparency of transactions between market participants). The
34
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 con sists of CVRs issued pursuant to the UDF IV Merger. Pursu ant 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.
35
A s of June 30, 2026 , t he CVRs associated with the closing of the UDF IV Merger were valued at approximately $ 21.8
million o r $ 1.71 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
June 30, 2026
Assets:
Money market funds (1)
$ 76,269
$ —
$ —
$ 76,269
Loans, net
—
—
388
388
Loans, held for sale
—
61,314
—
61,314
PPP loans (2)
—
117
—
117
MBS
—
31,587
—
31,587
Derivative instruments
—
3,096
—
3,096
Investment in unconsolidated joint ventures
—
—
5,294
5,294
Preferred equity investment (3)
—
—
62,586
62,586
Receivable from third party (2)
—
—
12,360
12,360
Total assets
$ 76,269
$ 96,114
$ 80,628
$ 253,011
Liabilities:
Derivative instruments
—
60
—
60
Contingent consideration
—
—
22,265
22,265
Total liabilities
$ —
$ 60
$ 22,265
$ 22,325
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.
36
(in thousands)
Fair Value
Predominant Valuation
Technique (1)
Type
Range
Weighted Average
June 30, 2026
Assets:
Investment in unconsolidated joint
ventures
$ 5,294
Income Approach
Discount rate
9.0 %
9.0 %
Preferred equity investment
62,586
Income Approach
Discount rate
12.0 %
12.0 %
Receivable from third party
12,360
Income Approach
Debt Yield | Capitalization
Rate
7.3 % | 6.0 %
7.3 % | 6.0 %
Total assets
$ 80,240
Liabilities:
Contingent consideration- Madison One (2)
$ 496
Monte Carlo Simulation
Model
Net income volatility | Risk-
adjusted discount rate
64.0 % | 47.3 %
64.0 % | 47.3 %
Contingent consideration - UDF
21,769
Distributable Cash Flow
Approach
Discount factor
18.0 %
18.0 %
Total liabilities
$ 22,265
December 31, 2025
Assets:
Investment in unconsolidated joint
ventures
$ 5,737
Income Approach
Discount rate
9.0 %
9.0 %
Preferred equity investment
79,887
Income Approach
Discount rate
12.0 %
12.0 %
Receivable from third party
12,360
Income Approach
Debt Yield | Capitalization
Rate
7.3 % | 6.0 %
7.3 % | 6.0 %
Total assets
$ 97,984
Liabilities:
Contingent consideration- Madison One (2)
$ 526
Monte Carlo Simulation
Model
Net income volatility | Risk-
adjusted discount rate
64.0 % | 50.8 %
64.0 % | 50.8 %
Contingent consideration - UDF
18,172
Distributable Cash Flow
Approach
Discount factor
18 %
18 %
Total liabilities
$ 18,698
(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 asset s of $ 80.6 million as of June 30, 2026 and $ 98.7 million as of December 31, 2025 , is $ 0.4
million and $ 0.7 million , respectively, of transaction prices in which quantitative unobservable inputs are not developed
by the Company when measuring fair value.
37
The table below presents a summary of changes in fair value for Level 3 assets and liabilities.
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Assets:
Loans, net
Beginning balance
$ 462
$ 2,018
$ 737
$ 3,533
Purchases or Originations
—
—
122
—
Sales / Principal payments
( 8 )
( 155 )
( 476 )
( 989 )
Unrealized gains (losses), net
( 66 )
( 600 )
5
( 1,281 )
Ending balance
$ 388
$ 1,263
$ 388
$ 1,263
Loans, held for sale
Beginning balance
—
2,760
—
2,750
Unrealized gains (losses), net
—
—
—
10
Transfer to (from) Level 3
—
( 2,760 )
—
( 2,760 )
Ending balance
$ —
$ —
$ —
$ —
Investment in unconsolidated joint ventures
Beginning balance
5,517
6,371
5,737
6,577
Unrealized gains (losses), net
( 223 )
( 208 )
( 443 )
( 414 )
Ending balance
$ 5,294
$ 6,163
$ 5,294
$ 6,163
Preferred equity investment (1)
Beginning balance
72,651
92,810
79,887
92,810
Unrealized gains (losses), net
( 10,065 )
( 4,227 )
( 17,301 )
( 4,227 )
Ending balance
$ 62,586
$ 88,583
$ 62,586
$ 88,583
Receivable from third party
Beginning balance
12,360
—
12,360
—
Ending balance
$ 12,360
$ —
$ 12,360
$ —
Total assets
Beginning balance
90,990
103,959
98,721
105,670
Purchases or Originations
—
—
122
—
Sales / Principal payments
( 8 )
( 155 )
( 476 )
( 989 )
Unrealized gains (losses), net
( 10,354 )
( 5,035 )
( 17,739 )
( 5,912 )
Transfer to (from) Level 3
—
( 2,760 )
—
( 2,760 )
Ending balance
$ 80,628
$ 96,009
$ 80,628
$ 96,009
Liabilities:
Contingent consideration
Beginning balance
20,441
15,982
18,698
573
Unrealized (gains) losses, net
1,824
1,207
3,567
1,207
Mergers and acquisitions (2)
—
—
—
15,409
Ending balance
$ 22,265
$ 17,189
$ 22,265
$ 17,189
(1) Preferred equity investment held through consolidated joint ventures is included in assets of consolidated VIE's on the consolidated balance sheets.
(2) I ncludes 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.
38
June 30, 2026
December 31, 2025
(in thousands)
Carrying Value
Estimated
Fair Value
Carrying Value
Estimated
Fair Value
Assets:
Loans, net
$ 4,317,017
$ 4,094,850
$ 5,193,640
$ 5,022,286
Loans, held for sale
216,900
216,900
637,833
637,833
Servicing rights
117,463
133,632
126,279
143,179
Total assets
$ 4,651,380
$ 4,445,382
$ 5,957,752
$ 5,803,298
Liabilities:
Secured borrowings
1,876,713
1,876,713
2,788,926
2,788,926
Securitized debt obligations of consolidated VIEs, net
638,942
617,476
1,174,785
1,150,551
Senior secured notes, net
723,915
713,646
722,729
711,705
Guaranteed loan financing
950,103
1,008,226
524,091
550,556
Corporate debt, net
470,372
437,260
652,487
617,477
Total liabilities
$ 4,660,045
$ 4,653,321
$ 5,863,018
$ 5,819,215
As of both June 30, 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.
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
SBA
Beginning net carrying amount
$ 39,971
$ 43,289
$ 41,056
$ 39,227
Additions
1,771
2,229
3,183
7,092
Amortization
( 1,706 )
( 1,946 )
( 3,470 )
( 3,580 )
Recovery (impairment)
( 1,219 )
( 4,379 )
( 1,952 )
( 3,546 )
Ending net carrying amount
$ 38,817
$ 39,193
$ 38,817
$ 39,193
Multi-family
Beginning net carrying amount
60,008
65,559
61,331
67,996
Additions
1,945
2,114
3,618
2,686
Amortization
( 2,926 )
( 3,046 )
( 5,922 )
( 6,055 )
Ending net carrying amount
$ 59,027
$ 64,627
$ 59,027
$ 64,627
USDA
Beginning net carrying amount
20,767
16,486
20,620
16,465
Additions
791
2,420
1,261
3,109
Amortization
( 819 )
( 645 )
( 1,609 )
( 1,332 )
Recovery
( 3,746 )
( 1,857 )
( 3,279 )
( 1,838 )
Ending net carrying amount
$ 16,993
$ 16,404
$ 16,993
$ 16,404
Small business loans
Beginning net carrying amount
2,941
4,480
3,272
4,752
Additions
476
580
916
1,124
Amortization
( 622 )
( 762 )
( 1,283 )
( 1,551 )
Impairment
( 169 )
( 239 )
( 279 )
( 266 )
Ending net carrying amount
$ 2,626
$ 4,059
$ 2,626
$ 4,059
Total servicing rights
$ 117,463
$ 124,283
$ 117,463
$ 124,283
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.
39
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 June 30, 2026
As of December 31, 2025
(in thousands)
UPB
Carrying Value
UPB
Carrying Value
SBA
$ 1,886,796
$ 38,817
$ 1,916,211
$ 41,056
Multi-family
6,166,547
59,027
6,318,735
61,331
USDA
601,222
16,993
699,779
20,620
Small business loans
385,059
2,626
419,016
3,272
Total
$ 9,039,624
$ 117,463
$ 9,353,741
$ 126,279
The table below presents significant assumptions used in the estimated valuation of servicing rights at amortized cost.
June 30, 2026
December 31, 2025
Range of input values
Weighted Average
Range of input values
Weighted Average
SBA
Forward prepayment rate
3.1 %
-
21.7 %
10.1 %
6.0 %
-
21.6 %
9.8 %
Forward default rate
0.0 %
-
2.7 %
1.1 %
0.0 %
-
3.8 %
1.3 %
Discount rate
7.4 %
-
20.5 %
12.0 %
7.4 %
-
19.0 %
11.9 %
Servicing expense
0.4 %
-
0.4 %
0.4 %
0.4 %
-
0.4 %
0.4 %
Multi-family
Forward prepayment rate
0.0 %
-
7.6 %
2.4 %
0.0 %
-
7.6 %
7.3 %
Forward default rate
0.0 %
-
0.2 %
0.1 %
0.0 %
-
0.2 %
0.1 %
Discount rate
5.2 %
-
5.2 %
5.2 %
5.2 %
-
5.2 %
5.2 %
Servicing expense
0.0 %
-
0.7 %
0.1 %
0.0 %
-
0.8 %
0.1 %
USDA
Forward prepayment rate
6.4 %
-
18.8 %
13.6 %
5.5 %
-
16.9 %
12.1 %
Discount rate
3.2 %
-
4.4 %
4.3 %
4.9 %
-
6.0 %
5.8 %
Servicing expense
0.1 %
-
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 %
6.0 %
Servicing expense
0.5 %
-
0.5 %
0.5 %
0.5 %
-
0.5 %
0.5 %
Assumptions can change between and at each reporting period as market conditions and projected interest rates change.
40
The table below presents the possible impact of 10% and 20% adverse changes to key assumptions on servicing rights.
(in thousands)
June 30, 2026
December 31, 2025
SBA
Forward prepayment rate
Impact of 10% adverse change
$ ( 1,168 )
$ ( 1,228 )
Impact of 20% adverse change
$ ( 2,269 )
$ ( 2,390 )
Forward default rate
Impact of 10% adverse change
$ ( 170 )
$ ( 199 )
Impact of 20% adverse change
$ ( 340 )
$ ( 396 )
Discount rate
Impact of 10% adverse change
$ ( 1,260 )
$ ( 1,356 )
Impact of 20% adverse change
$ ( 2,419 )
$ ( 2,621 )
Servicing expense
Impact of 10% adverse change
$ ( 2,579 )
$ ( 2,697 )
Impact of 20% adverse change
$ ( 5,158 )
$ ( 5,394 )
Multi-family
Forward prepayment rate
Impact of 10% adverse change
$ ( 434 )
$ ( 470 )
Impact of 20% adverse change
$ ( 854 )
$ ( 923 )
Forward default rate
Impact of 10% adverse change
$ ( 26 )
$ ( 28 )
Impact of 20% adverse change
$ ( 51 )
$ ( 56 )
Discount rate
Impact of 10% adverse change
$ ( 1,757 )
$ ( 1,852 )
Impact of 20% adverse change
$ ( 3,442 )
$ ( 3,625 )
Servicing expense
Impact of 10% adverse change
$ ( 2,311 )
$ ( 2,422 )
Impact of 20% adverse change
$ ( 4,622 )
$ ( 4,845 )
USDA
Forward prepayment rate
Impact of 10% adverse change
$ ( 1,005 )
$ ( 1,066 )
Impact of 20% adverse change
$ ( 1,915 )
$ ( 2,040 )
Discount rate
Impact of 10% adverse change
$ ( 330 )
$ ( 526 )
Impact of 20% adverse change
$ ( 647 )
$ ( 1,027 )
Servicing expense
Impact of 10% adverse change
$ ( 672 )
$ ( 797 )
Impact of 20% adverse change
$ ( 1,343 )
$ ( 1,593 )
Small business loans
Discount rate
Impact of 10% adverse change
$ ( 8 )
$ ( 15 )
Impact of 20% adverse change
$ ( 16 )
$ ( 29 )
Servicing expense
Impact of 10% adverse change
$ ( 273 )
$ ( 280 )
Impact of 20% adverse change
$ ( 547 )
$ ( 560 )
The table below presents estimated future amortization expense for servicing rights.
(in thousands)
June 30, 2026
2026
$ 11,546
2027
20,263
2028
16,868
2029
14,658
2030
12,811
Thereafter
41,317
Total
$ 117,463
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 Bankin g segment. Accordingly, the then
Residential Mortgage Banking segment met the criteria to be classified as held for sale on the consolidated balance
41
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 o f 20 24, 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 R esidential Mortgage Banking segment. In the first quarter of 2025, the
Company sold $ 4.2 billion of r esidential mortgage servicing rights for net proceeds of $ 9.8 million . The Company
completed the disposition of its R esidential 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
o peration s.
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Interest income
$ —
$ 2,575
$ —
$ 4,693
Interest expense
—
( 2,491 )
—
( 4,515 )
Net interest income
$ —
$ 84
$ —
$ 178
Non-interest income
Residential mortgage banking activities
—
10,540
—
20,955
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
—
343
—
1,776
Other income
—
4
—
8
Total non-interest income
$ —
$ 10,887
$ —
$ 23,619
Non-interest expense
Employee compensation and benefits
—
( 2,792 )
—
( 6,353 )
Variable expenses on residential mortgage banking activities
—
( 7,180 )
—
( 13,599 )
Professional fees
—
( 276 )
—
( 824 )
Loan servicing expense
—
( 2,274 )
—
( 3,702 )
Other operating expenses
—
( 2,006 )
—
( 3,470 )
Total non-interest expense
$ —
$ ( 14,528 )
$ —
$ ( 27,948 )
Loss from discontinued operations before income tax benefit
—
( 3,557 )
—
( 4,151 )
Loss from disposal of discontinued operations before income tax benefit
—
( 3,010 )
—
( 3,010 )
Net loss from discontinued operations before income tax benefit
$ —
$ ( 6,567 )
$ —
$ ( 7,161 )
Income tax benefit
—
1,641
—
1,790
Net loss from discontinued operations
$ —
$ ( 4,926 )
$ —
$ ( 5,371 )
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
Value
June 30, 2026
December 31, 2025
3
SBA loans
August 2026 to June 2027
SOFR + 2.50 %
Prime - 0.82 %
$ 275,000
$ 213,778
$ 187,486
$ 307,522
1
LMM loans - USD
Matured (5)
SOFR + 1.75 %
25,000
9,967
9,817
16,425
1
LMM loans - Non-USD (4)
Matured
EURIBOR +
3.00 %
—
—
—
29,965
2
USDA loans
June 2027 - August 2028
SOFR + 2.75 %
198,500
33,185
16,561
31,204
Total borrowings under credit facilities and other financing agreements
$ 498,500
$ 256,930
$ 213,864
$ 385,116
7
LMM loans
August 2026 - September
2028
SOFR + 2.55 %
3,150,000
2,557,356
1,555,605
2,277,028
5
MBS
July 2026 - November 2026
5.35 %
107,244
188,834
107,244
126,782
Total borrowings under repurchase agreements
$ 3,257,244
$ 2,746,190
$ 1,662,849
$ 2,403,810
Total secured borrowings
$ 3,755,744
$ 3,003,120
$ 1,876,713
$ 2,788,926
(1) Represents the total number of facility lenders.
(2) Current maturity does not reflect extension options available beyond original commitment terms.
42
(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.
(5) Agreement permits advance amounts to be repaid after the maturity date.
In the table above, the agreements governing secured borrowings require maintenance of certain financial and debt
covenants. As of December 31, 2025 , certain financing counterparties' covenant calculations were amended to exclude
the PPPLF from certain covenant calculations . As of both June 30, 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)
June 30, 2026
December 31, 2025
Collateral pledged - borrowings under credit facilities and other financing agreements
Loans, held for sale
$ 28,687
$ 28,516
Loans, net
228,243
423,151
Total
$ 256,930
$ 451,667
Collateral pledged - borrowings under repurchase agreements
Loans, net
1,853,418
2,284,251
MBS
31,586
34,501
Retained interest in assets of consolidated VIEs
157,248
188,113
Loans, held for sale
216,900
506,883
Real estate acquired in settlement of loans
487,038
546,835
Total
$ 2,746,190
$ 3,560,583
Total collateral pledged on secured borrowings
$ 3,003,120
$ 4,012,250
N ote 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
43
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
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 June 30, 2026 , the Company was in compliance with all covenants with respect to the Senior Secured Notes and
the Term Loan .
Corporate debt, net
44
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
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
Ready Capital Investments, LLC (formerly known as “RCC Merger Sub, LLC”) , a wholly owned subsidiary of the
operating partnership (“Ready Capital Investments”), in which Broadmark merged with and into Ready Capital
Investments, with Ready Capital Investments remaining as a wholly owned subsidiary of the operating partnership (the
“Broadmark Merger”), Ready Capital Investments 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 covenan ts.
As of June 30, 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
June 30, 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
( 1,606 )
Unamortized deferred financing costs
( 9,729 )
Total senior secured notes, net
$ 723,915
Corporate debt principal amount (4)
5.50 %
12/30/2028
110,000
Corporate debt principal amount (5)
7.375 %
7/31/2027
100,000
Corporate debt principal amount (6)
5.00 %
11/15/2026
100,000
Corporate debt principal amount (7)
9.00 %
12/15/2029
129,371
Unamortized discount - corporate debt
( 4,179 )
Unamortized deferred financing costs - corporate debt
( 1,070 )
Junior subordinated notes principal amount (8)
SOFR + 3.10 %
3/30/2035
15,000
Junior subordinated notes principal amount (9)
SOFR + 3.10 %
4/30/2035
21,250
Total corporate debt, net
$ 470,372
Total carrying amount of debt
$ 1,194,287
(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 semiannually on January 31 and July 31 of each year.
(6) 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).
(7) Interest on the corporate debt is payable quarterly on March 15, June 15, September 15, and December 15 of each year.
(8) Interest on the Junior subordinated notes I-A is payable quarterly on March 30, June 30, September 30, and December 30 of each year.
(9) Interest on the Junior subordinated notes I-B is payable quarterly on January 30, April 30, July 30, and October 30 of each year.
45
The table below presents the contractual maturities for senior secured notes and corporate debt.
(in thousands)
June 30, 2026
2026
$ 450,000
2027
100,000
2028
380,000
2029
244,621
2030
—
Thereafter
36,250
Total contractual amounts
$ 1,210,871
Unamortized deferred financing costs, discounts, and premiums, net
( 16,584 )
Total carrying amount of debt
$ 1,194,287
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 $ 950.3 million an d $ 524.3 million as of June 30, 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
Interest Rate
Range of Interest
Rates
Range of
Maturities (Years)
Ending Balance
June 30, 2026
7.51 %
1.45 - 13.25 %
2026 - 2051
$ 950,103
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)
June 30, 2026
2026
$ 91
2027
1,900
2028
3,203
2029
5,863
2030
9,131
Thereafter
929,915
Total
$ 950,103
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
46
operations as Net income attributable to noncontrolling interests, respectively. As of June 30, 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)
June 30, 2026
December 31, 2025
Assets:
Cash and cash equivalents
$ 5
$ 3
Restricted cash
3,420
1,944
Loans, net
907,905
1,694,079
Loans, held for sale
—
125,107
Preferred equity investment (1)
62,586
79,887
Receivable from third parties (1)
1,446
8,346
Accrued interest (1)
54,406
54,030
Real estate owned
15,288
15,288
Total assets
$ 1,045,056
$ 1,978,684
Liabilities:
Securitized debt obligations of consolidated VIEs, net
638,942
1,174,785
Due to third parties (2)
2,506
2,517
Accounts payable and other accrued liabilities
1,048
—
Total liabilities
$ 642,496
$ 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.
47
The table below presents additional information on the Company’s securitized debt obligations.
June 30, 2026
December 31, 2025
(in thousands)
Current
Principal
Balance
Carrying
Value
Weighted
Average
Interest Rate
Current
Principal
Balance
Carrying
Value
Weighted
Average
Interest Rate
ReadyCap Lending Small Business Trust 2019-2
$ 4,232
$ 4,232
6.3 %
$ 6,446
$ 6,446
6.9 %
ReadyCap Lending Small Business Trust 2023-3
55,802
52,830
6.8
63,505
62,534
7.4
ReadyCap Lending Small Business Trust 2026-4
145,211
145,211
6.0
—
—
—
Sutherland Commercial Mortgage Trust 2019-SBC8
64,013
63,128
2.9
73,286
72,280
2.9
Sutherland Commercial Mortgage Trust 2021-SBC10
38,841
38,354
1.7
45,769
45,157
1.7
ReadyCap Commercial Mortgage Trust 2018-4
40,596
40,043
4.8
42,907
42,112
4.8
ReadyCap Commercial Mortgage Trust 2019-5
40,243
37,839
5.2
42,233
39,341
5.1
ReadyCap Commercial Mortgage Trust 2019-6
107,498
105,588
3.8
133,104
130,847
3.6
ReadyCap Commercial Mortgage Trust 2022-7
155,113
151,717
4.1
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
$ 651,549
$ 638,942
4.6 %
$ 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)
June 30, 2026
December 31, 2025
June 30, 2026
December 31, 2025
MBS (2)
$ 31,587
$ 31,161
$ 31,587
$ 31,161
Investment in unconsolidated joint ventures
165,658
161,424
165,658
161,424
Total assets in unconsolidated VIEs
$ 197,245
$ 192,585
$ 197,245
$ 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.
48
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Interest income
Loans, net
Bridge
$ 24,500
$ 83,125
$ 52,728
$ 179,322
Fixed rate
7,464
9,969
14,491
20,184
Construction
12,345
15,461
23,280
23,004
SBA - 7(a)
20,789
27,677
40,689
54,676
PPP (1)
1
342
51
788
Other
4,691
6,081
9,628
12,372
Total loans, net (2)
$ 69,790
$ 142,655
$ 140,867
$ 290,346
Loans, held for sale
Bridge
1,356
3,530
5,405
3,530
Fixed rate
—
—
411
26
Construction
—
—
—
327
SBA - 7(a)
1,191
1,922
2,599
4,303
Other
312
282
569
490
Total loans, held for sale (2)
$ 2,859
$ 5,734
$ 8,984
$ 8,676
Loans, held at fair value
Other
16
38
25
76
Total loans, held at fair value
$ 16
$ 38
$ 25
$ 76
Preferred equity investment (2)
3,289
3,289
6,542
6,591
MBS
1,447
1,019
2,713
2,013
Total interest income
$ 77,401
$ 152,735
$ 159,131
$ 307,702
Interest expense
Secured borrowings
( 42,585 )
( 54,288 )
( 90,440 )
( 95,411 )
PPPLF borrowings (3)
( 7 )
( 11 )
( 7 )
( 25 )
Securitized debt obligations of consolidated VIEs
( 6,824 )
( 42,154 )
( 21,350 )
( 102,834 )
Guaranteed loan financing
( 9,152 )
( 12,489 )
( 17,975 )
( 25,419 )
Senior secured notes
( 15,035 )
( 13,569 )
( 29,560 )
( 23,679 )
Corporate debt
( 9,250 )
( 13,326 )
( 20,355 )
( 28,935 )
Total interest expense
$ ( 82,853 )
$ ( 135,837 )
$ ( 179,687 )
$ ( 276,303 )
Net interest income (loss) before provision for loan losses
$ ( 5,452 )
$ 16,898
$ ( 20,556 )
$ 31,399
(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.
49
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.
June 30, 2026
December 31, 2025
(in thousands)
Primary Underlying Risk
Notional
Amount
Derivative
Asset
Derivative
Liability
Notional
Amount
Derivative
Asset
Derivative
Liability
Interest Rate Swaps - not designated as hedges
Interest rate risk
$ 26,300
$ 2,710
$ —
$ 26,300
$ 2,085
$ —
Interest Rate Swaps - designated as hedges
Interest rate risk
113,693
9,012
—
391,693
17,322
( 224 )
FX forwards
Foreign exchange rate risk
19,855
340
( 60 )
20,731
340
( 1,208 )
Total
$ 159,848
$ 12,062
$ ( 60 )
$ 438,724
$ 19,747
$ ( 1,432 )
The table below presents gains and losses on derivatives.
(in thousands)
Net Realized
Gain (Loss)
Net Unrealized
Gain (Loss)
Three Months Ended June 30, 2026
Interest rate swaps
$ ( 9,494 )
$ 7,970
Total
$ ( 9,494 )
$ 7,970
Three Months Ended June 30, 2025
Interest rate swaps
$ 2,019
$ ( 397 )
Total
$ 2,019
$ ( 397 )
Six Months Ended June 30, 2026
Interest rate swaps
$ ( 9,576 )
$ 9,490
Total
$ ( 9,576 )
$ 9,490
Six Months Ended June 30, 2025
Interest rate swaps
$ 3,965
$ ( 912 )
Total
$ 3,965
$ ( 912 )
In the table above:
• Gains (losses) on interest rate swaps 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
reclassified from AOCI to income
Derivatives - effective portion
recorded in OCI
Total change in OCI for period
Interest rate swaps
Three Months Ended June 30, 2026
$ ( 206 )
$ 3,145
$ 3,351
Three Months Ended June 30, 2025
$ ( 244 )
$ ( 3,585 )
$ ( 3,341 )
Six Months Ended June 30, 2026
$ ( 424 )
$ 3,033
$ 3,457
Six Months Ended June 30, 2025
$ ( 496 )
$ ( 7,781 )
$ ( 7,285 )
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
50
The table below presents details on the real estate owned portfolio .
(in thousands)
June 30, 2026
December 31, 2025
REO, held for sale:
Mixed use
$ 7,420
$ 19,709
Multi-family
80,617
79,141
Lodging
25,030
8,730
Residential
133,553
168,659
Office
9,875
9,686
Retail
3,880
3,880
Land
54,859
70,152
Other
594
187
Total REO, held for sale
$ 315,828
$ 360,144
REO, held for use:
Land
21,469
21,469
Building and improvements, net
223,174
225,355
Furniture, fixtures and equipment, net
12,379
13,257
Total REO, held for use
$ 257,022
$ 260,081
Total real estate owned
$ 572,850
$ 620,225
In the table above:
• D epreciation expense related to REO, held for use was $ 1.6 million and $ 3.2 million for the three and six
months ended June 30, 2026 . Accumulated depreciation related to REO, held for use was $ 6.0 million as of
June 30, 2026 . There was no such depreciation expense or accumulated depreciation as of or for the three and
six months ended June 30, 2025 .
• O ther REO excludes $ 15.3 million as of both June 30, 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 June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Management fee - total
$ 3.8 million
$ 5.1 million
$ 7.8 million
$ 10.6 million
Management fee - amount unpaid
$ 10.2 million
$ 10.7 million
$ 10.2 million
$ 10.7 million
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
51
properties underlying its 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 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 June 30,
Six Months Ended June 30,
2026
2025
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 June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Reimbursable expenses payable to Manager - total
$ 4.2 million
$ 4.0 million
$ 8.8 million
$ 8.9 million
Reimbursable expenses payable to Manager - amount unpaid
$ 8.7 million
$ 5.2 million
$ 8.7 million
$ 5.2 million
Co- Investment with Ma nager
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
52
distressed and value-add real estate across property types with local operating partners. As of June 30, 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)
June 30, 2026
December 31, 2025
Other assets:
Goodwill
$ 49,501
$ 49,501
Deferred loan exit fees
8,419
19,179
Accrued interest
26,243
42,143
Due from servicers
20,887
71,999
Intangible assets
36,459
38,172
Receivable from third party
51,214
43,968
Deferred financing costs
6,704
12,489
Deferred tax asset
201,573
201,573
Tax receivable
29,277
719
Right-of-use lease asset
3,026
3,368
PPP receivables
5,758
8,783
Other
27,100
16,344
Other assets
$ 466,161
$ 508,238
Accounts payable and other accrued liabilities:
Accrued salaries, wages and commissions
27,319
35,691
Accrued interest payable
34,959
40,306
Servicing principal and interest payable
17,465
19,388
Repair and denial reserve
15,035
12,328
Payable to related parties
8,185
9,720
PPP liabilities
—
8,592
Accrued professional fees
514
2,697
Lease payable
7,918
8,565
Liabilities of consolidated VIEs
3,554
2,517
Other
50,671
31,832
Total accounts payable and other accrued liabilities
$ 165,620
$ 171,636
Goodwill
The table below presents the carrying value of goodwill by reportable segment.
(in thousands)
June 30, 2026
December 31, 2025
LMM Commercial Real Estate
$ 27,324
$ 27,324
Small Business Lending
22,177
22,177
Total
$ 49,501
$ 49,501
53
Intangible assets
The table below presents information on intangible assets.
(in thousands)
Gross Carrying Amount
Accumulated Amortization
Net Carrying Value
June 30, 2026
Amortized intangible assets:
Internally developed software
$ 28,083
$ 13,691
$ 14,392
Customer relationships
10,299
2,632
7,667
Broker network
9,000
2,000
7,000
Trade name
2,500
416
2,084
Above market leases
1,958
189
1,769
Other
3,536
1,251
2,285
Unamortized intangible assets:
Trademark
262
—
262
SBA license
1,000
—
1,000
Total intangible assets
$ 56,638
$ 20,179
$ 36,459
Amortized intangible liabilities:
Below market leases
$ ( 418 )
$ ( 30 )
$ ( 388 )
Total intangible liabilities
$ ( 418 )
$ ( 30 )
$ ( 388 )
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 and $ 3.6 million for the three and six months
ended June 30, 2026 and $ 1.7 million and $ 3.3 million for the three and six months ended June 30, 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)
June 30, 2026
2026
$ 3,640
2027
7,157
2028
6,131
2029
3,926
2030
2,504
Thereafter
11,451
Total
$ 34,809
Note 19. Other Income and Operating Expenses
54
The table below presents the composition of other income and operating expenses.
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2026
2025
2026
2025
Other income:
Origination income
$ 5,618
$ 9,530
$ 12,294
$ 16,542
Hotel income
10,094
—
18,533
—
Change in repair and denial reserve
( 2,318 )
( 511 )
( 2,672 )
( 1,334 )
Loss on deconsolidation of trust
( 2,840 )
—
( 2,840 )
—
Other
3,660
2,285
6,964
7,686
Total other income
$ 14,214
$ 11,304
$ 32,279
$ 22,894
Other operating expenses:
Origination costs
3,176
5,571
6,365
12,027
Hotel expense
9,067
—
17,438
—
Technology expense
3,881
2,907
7,902
5,792
Rent and property tax expense
2,682
2,337
5,792
3,691
Depreciation and amortization expense
3,461
1,721
6,922
3,366
Recruiting, training and travel expense
585
665
1,796
1,445
Marketing expense
815
340
1,103
703
Other
9,601
2,592
14,964
5,232
Total other operating expenses
$ 33,268
$ 16,133
$ 62,282
$ 32,256
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
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
June 15, 2026
June 30, 2026
July 31, 2026
$ 0.010
Stock incentive plans
The Company currently maintains the Amended and Restated Ready Capital Corporation 2023 Equity Incentive Plan
(the “2023 Equity Incentive Plan”)which authorizes the Compensation Committee of the Board to approve grants of
equity-based awards to the Company’s directors, officers, advisors, consultants, key employees, and others expected to
provide significant services to the Company and its subsidiaries, including the Manager and personnel, employees,
officers and directors of certain participating companies . On July 17, 2026, the Company’s stockholders approved the
2023 Equity Incentive Plan which provided for grants of equity-based awards up to 20.5 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 gran ted 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 at a grant date fair value of $ 1.85 per Employee RSU. The Employee RSUs will vest, in full, on December
31, 2028, based solely upon continued employment or service. 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.
55
The table below summarizes RSU and RSA activity, excluding Employee RSUs and performance-based equity awards.
See above and below for further details on Employee RSUs and performance-based equity awards, respectively.
Restricted Stock Units/Awards
(in thousands, except share data)
Number of
shares
Grant date fair value
Weighted-average
grant date fair value
(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
Vested
( 214,448 )
( 1,269 )
5.92
Forfeited
( 78,636 )
( 282 )
3.59
Outstanding, June 30, 2026
3,114,881
$ 10,803
$ 3.47
The Company recognized $ 2.5 million and $ 4.1 million for the three and six months ended June 30, 2026 , respectively
and $ 1.6 million and $ 3.4 million for the three and six months ended June 30, 2025 , respectively, of non-cash
compensation expense related to its stock-based incentive plan in the consolidated statements of operations. As of
June 30, 2026 and December 31, 2025 , approximately $ 10.8 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 equit y 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 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. In
connection with a previously announced mutual separation of a former officer and the Company (the “Separation”) on
February 26, 2026 (the “Separation Date”), the former officer was entitled to the accelerated vesting, as of the Separation
Date, of 89,286 performance-based RSUs (at target) that he held as of the Separation Date.
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
56
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
record ed 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. In
connection with the Separation, the former officer was entitled to the accelerated vesting, as of the Separation Date, of
44,150 performance-based RSUs (at target) that he held as of the Separation Date.
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 settlemen t of 333,828 performance-based RSUs. The fair value of the performance-based RSUs granted
was recorded as compensation expense over th e 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 t he conclusion of the performance period on
57
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.
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 June 30, 2026 , the conversion rat e was 1.8391 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 s hare 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
(in thousands)
Series
Shares Issued and Outstanding
(in thousands)
Par Value
Liquidation
Preference
Rate per Annum
Annual Dividend
(per share)
June 30, 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, duri ng the three months ended June 30, 2026 . The dividends were paid on
July 15, 2026 for Ser ies C Preferred Stock and on July 31, 2026 for Series E Preferred Stock to the holders of
record as of the close of business on June 30, 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, 202 6, except under certain conditions.
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 and six months ended June 30, 2026 or June 30, 2025 . As of June 30, 2026 , shares representing approximately
$ 78.4 million remain available for sale under the Equity ATM Program .
58
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 June 30,
Six Months Ended June 30,
(in thousands, except for share and per share amounts)
2026
2025
2026
2025
Basic Earnings
Net income (loss) from continuing operations
$ ( 99,683 )
$ ( 48,751 )
$ ( 299,770 )
$ 33,659
Less: Income attributable to non-controlling interest
1,848
1,814
3,490
4,274
Less: Income attributable to participating shares
2,055
2,214
4,114
4,442
Basic earnings - continuing operations
$ ( 103,586 )
$ ( 52,779 )
$ ( 307,374 )
$ 24,943
Basic earnings - discontinued operations
$ —
$ ( 4,926 )
$ —
$ ( 5,371 )
Diluted Earnings
Net income (loss) from continuing operations
( 99,683 )
( 48,751 )
( 299,770 )
33,659
Less: Income attributable to non-controlling interest
1,848
1,814
3,490
4,274
Less: Income attributable to participating shares
2,055
2,214
4,114
4,442
Add: Expenses attributable to dilutive instruments
131
131
262
262
Diluted earnings - continuing operations
$ ( 103,455 )
$ ( 52,648 )
$ ( 307,112 )
$ 25,205
Diluted earnings - discontinued operations
$ —
$ ( 4,926 )
$ —
$ ( 5,371 )
Number of Shares
Basic — Average shares outstanding
165,101,861
167,749,917
164,366,053
166,465,234
Effect of dilutive securities — Unvested participating shares
7,679,319
2,923,171
6,807,340
2,854,767
Diluted — Average shares outstanding
172,781,180
170,673,088
171,173,393
169,320,001
EPS Attributable to RC Common Stockholders:
Basic - continuing operations
$ ( 0.63 )
$ ( 0.31 )
$ ( 1.87 )
$ 0.15
Basic - discontinued operations
$ 0.00
$ ( 0.03 )
$ 0.00
$ ( 0.03 )
Basic - total
$ ( 0.63 )
$ ( 0.34 )
$ ( 1.87 )
$ 0.12
Diluted - continuing operations
$ ( 0.63 )
$ ( 0.31 )
$ ( 1.87 )
$ 0.15
Diluted - discontinued operations
$ 0.00
$ ( 0.03 )
$ 0.00
$ ( 0.03 )
Diluted - total
$ ( 0.63 )
$ ( 0.34 )
$ ( 1.87 )
$ 0.12
I n 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 June 30, 2026 and
December 31, 2025 , the non-controlling interest OP unit holders owned 320,005 OP units.
Note 22. Offsetting Assets and Liabilities
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
59
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 June 30, 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 June 30, 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.
60
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
Balance Sheets (1)
(in thousands)
Gross amounts
of Assets /
Liabilities
Gross amounts
offset
Balance in
Consolidated
Balance Sheets
Financial
Instruments
Cash
Collateral
Received /
Paid
Net Amount
June 30, 2026
Assets
FX forwards
$ 340
$ —
$ 340
$ —
$ —
$ 340
Interest rate swaps
11,722
8,966
2,756
—
—
2,756
Total
$ 12,062
$ 8,966
$ 3,096
$ —
$ —
$ 3,096
Liabilities
FX forwards
60
—
60
—
—
60
Secured borrowings
1,876,713
—
1,876,713
1,876,713
—
—
Total
$ 1,876,773
$ —
$ 1,876,773
$ 1,876,713
$ —
$ 60
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.
61
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
62
requirements and make it more reliant on financing strategies. Additionally, i f 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.
63
Unfunded Loan Commitments
The table below presents unfunded loan commitments.
(in thousands)
June 30, 2026
December 31, 2025
Loans, net
$ 333,383
$ 438,030
Loans, held for sale
$ 43,805
$ 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 June 30, 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
64
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 i ncome (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 $ 439.8 million and $ 400.9 million as of June 30, 2026 and
June 30, 2025 , respectively .
Three Months Ended June 30, 2026
(in thousands)
LMM Commercial
Real Estate
Small Business
Lending
Total
Interest income
$ 53,941
$ 23,460
$ 77,401
Interest expense
( 65,245 )
( 17,608 )
( 82,853 )
Net interest income (loss) before provision for loan losses
$ ( 11,304 )
$ 5,852
$ ( 5,452 )
Provision for loan losses
( 13,689 )
( 7,865 )
( 21,554 )
Net interest income (loss) after provision for loan losses
$ ( 24,993 )
$ ( 2,013 )
$ ( 27,006 )
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned
( 31,965 )
9,744
( 22,221 )
Net unrealized gain (loss) on financial instruments
( 2,620 )
( 1,553 )
( 4,173 )
Valuation (allowance) recovery, loans held for sale
2,447
—
2,447
Servicing income, net
1,374
( 1,302 )
72
Income (loss) on unconsolidated joint ventures
1,270
6
1,276
Other income
10,213
3,194
13,407
Total non-interest income (loss)
$ ( 19,281 )
$ 10,089
$ ( 9,192 )
Non-interest expense
Employee compensation and benefits
( 6,217 )
( 14,065 )
( 20,282 )
Allocated employee compensation and benefits from related party
( 338 )
—
( 338 )
Professional fees
( 927 )
( 3,709 )
( 4,636 )
Loan servicing expense
( 2,104 )
( 1,335 )
( 3,439 )
Impairment on real estate
( 952 )
—
( 952 )
Other operating expenses
( 22,208 )
( 9,061 )
( 31,269 )
Total non-interest expense
$ ( 32,746 )
$ ( 28,170 )
$ ( 60,916 )
Loss before unallocated expenses and provision for income taxes
$ ( 77,020 )
$ ( 20,094 )
$ ( 97,114 )
Unallocated corporate expenses
Employee compensation and benefits
( 7,346 )
Professional fees
( 3,035 )
Management fees – related party
( 3,765 )
Transaction related expenses
( 512 )
Other operating expenses - net
( 1,192 )
Total unallocated corporate expenses
$ ( 15,850 )
Loss before provision for income taxes
$ ( 112,964 )
Total assets
$ 4,107,690
$ 1,716,453
$ 5,824,143
65
Six Months Ended June 30, 2026
(in thousands)
LMM Commercial
Real Estate
Small Business
Lending
Total
Interest income
$ 112,834
$ 46,297
$ 159,131
Interest expense
( 145,917 )
( 33,770 )
( 179,687 )
Net interest income (loss) before provision for loan losses
$ ( 33,083 )
$ 12,527
$ ( 20,556 )
Provision for loan losses
( 80,212 )
( 12,249 )
( 92,461 )
Net interest income (loss) after provision for loan losses
$ ( 113,295 )
$ 278
$ ( 113,017 )
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned
( 100,207 )
17,901
( 82,306 )
Net unrealized gain (loss) on financial instruments
( 11,416 )
323
( 11,093 )
Valuation allowance, loans held for sale
( 4,110 )
—
( 4,110 )
Servicing income, net
2,971
2,522
5,493
Income (loss) on unconsolidated joint ventures
3,324
11
3,335
Other income
22,153
8,385
30,538
Total non-interest income (loss)
$ ( 87,285 )
$ 29,142
$ ( 58,143 )
Non-interest expense
Employee compensation and benefits
( 13,866 )
( 29,388 )
( 43,254 )
Allocated employee compensation and benefits from related party
( 698 )
—
( 698 )
Professional fees
( 2,403 )
( 7,185 )
( 9,588 )
Loan servicing expense
( 16,677 )
( 2,436 )
( 19,113 )
Impairment on real estate
( 483 )
—
( 483 )
Other operating expenses
( 39,558 )
( 18,373 )
( 57,931 )
Total non-interest expense
$ ( 73,685 )
$ ( 57,382 )
$ ( 131,067 )
Loss before unallocated expenses and provision for income taxes
$ ( 274,265 )
$ ( 27,962 )
$ ( 302,227 )
Unallocated corporate expenses
Employee compensation and benefits
( 11,462 )
Professional fees
( 4,738 )
Management fees – related party
( 7,841 )
Transaction related expenses
( 847 )
Other operating expenses - net
( 2,610 )
Total unallocated corporate expenses
$ ( 27,498 )
Loss before provision for income taxes
$ ( 329,725 )
Total assets
$ 4,107,690
$ 1,716,453
$ 5,824,143
66
Three Months Ended June 30, 2025
(in thousands)
LMM Commercial
Real Estate
Small Business
Lending
Total
Interest income
$ 122,268
$ 30,467
$ 152,735
Interest expense
( 116,088 )
( 19,749 )
( 135,837 )
Net interest income before provision for loan losses
$ 6,180
$ 10,718
$ 16,898
Provision for loan losses
( 5,146 )
( 3,494 )
( 8,640 )
Net interest income after provision for loan losses
$ 1,034
$ 7,224
$ 8,258
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned
2,766
15,448
18,214
Net unrealized gain (loss) on financial instruments
( 4,128 )
3,380
( 748 )
Valuation allowance, loans held for sale
( 39,746 )
—
( 39,746 )
Servicing income, net
1,931
( 2,235 )
( 304 )
Income (loss) on unconsolidated joint ventures
( 155 )
11
( 144 )
Other income
2,775
7,522
10,297
Total non-interest income (loss)
$ ( 36,557 )
$ 24,126
$ ( 12,431 )
Non-interest expense
Employee compensation and benefits
( 6,479 )
( 14,435 )
( 20,914 )
Allocated employee compensation and benefits from related party
( 360 )
—
( 360 )
Professional fees
( 929 )
( 3,291 )
( 4,220 )
Loan servicing expense
( 11,013 )
( 25 )
( 11,038 )
Impairment on real estate
( 4,268 )
—
( 4,268 )
Other operating expenses
( 4,472 )
( 9,972 )
( 14,444 )
Total non-interest expense
$ ( 27,521 )
$ ( 27,723 )
$ ( 55,244 )
Income (loss) before unallocated expenses and provision for income taxes
$ ( 63,044 )
$ 3,627
$ ( 59,417 )
Unallocated corporate expenses
Loss on bargain purchase
( 14,381 )
Employee compensation and benefits
( 5,485 )
Professional fees
( 2,148 )
Management fees – related party
( 5,072 )
Transaction related expenses
( 639 )
Other operating expenses - net
( 1,548 )
Total unallocated corporate expenses
$ ( 29,273 )
Loss before provision for income taxes
$ ( 88,690 )
Total assets
$ 7,377,104
$ 1,530,810
$ 8,907,914
67
Six Months Ended June 30, 2025
(in thousands)
LMM Commercial
Real Estate
Small Business
Lending
Total
Interest income
$ 247,241
$ 60,461
$ 307,702
Interest expense
( 236,442 )
( 39,861 )
( 276,303 )
Net interest income before recovery of (provision for) loan losses
$ 10,799
$ 20,600
$ 31,399
Recovery of (provision for) loan losses
112,795
( 11,867 )
100,928
Net interest income after recovery of (provision for) loan losses
$ 123,594
$ 8,733
$ 132,327
Non-interest income
Net realized gain (loss) on financial instruments and real estate owned
( 11,834 )
40,717
28,883
Net unrealized gain (loss) on financial instruments
( 4,732 )
2,234
( 2,498 )
Valuation allowance, loans held for sale
( 139,464 )
—
( 139,464 )
Servicing income, net
3,346
2,806
6,152
Income (loss) on unconsolidated joint ventures
( 4,160 )
34
( 4,126 )
Other income
5,812
14,784
20,596
Total non-interest income (loss)
$ ( 151,032 )
$ 60,575
$ ( 90,457 )
Non-interest expense
Employee compensation and benefits
( 12,350 )
( 29,739 )
( 42,089 )
Allocated employee compensation and benefits from related party
( 688 )
—
( 688 )
Professional fees
( 1,747 )
( 6,196 )
( 7,943 )
Loan servicing expense
( 26,077 )
( 805 )
( 26,882 )
Impairment on real estate
( 6,614 )
—
( 6,614 )
Other operating expenses
( 7,808 )
( 21,043 )
( 28,851 )
Total non-interest expense
$ ( 55,284 )
$ ( 57,783 )
$ ( 113,067 )
Income (loss) before unallocated expenses and provision for income taxes
$ ( 82,722 )
$ 11,525
$ ( 71,197 )
Unallocated corporate income (expenses)
Gain on bargain purchase
88,090
Employee compensation and benefits
( 8,512 )
Professional fees
( 3,913 )
Management fees – related party
( 10,649 )
Transaction related expenses
( 3,333 )
Other operating expenses - net
( 1,973 )
Total unallocated corporate income
$ 59,710
Income before provision for income taxes
$ ( 11,487 )
Total assets
$ 7,377,104
$ 1,530,810
$ 8,907,914
Note 27. Subsequent Events
The Company has evaluated subsequent events through the issuance date of the consolidated financial statements and
determined that no additional disclosure is necessary.
68
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.