Ladder Capital Corp

1. ORGANIZATION AND OPERATIONS

Ladder Capital Corp (“Ladder,” “Ladder Capital,” and the “Company”) is an internally-managed real estate investment trust (“REIT”) that is a leader in commercial real estate finance. The Company originates and invests in a diverse portfolio of commercial real estate and real estate-related assets, focusing on senior secured assets. The Company’s investment activities include: (i) the Company’s primary business of originating senior first mortgage fixed and floating rate loans collateralized by commercial real estate with flexible loan structures; (ii) owning and operating commercial real estate, including net leased commercial properties; and (iii) investing in investment grade securities secured by first mortgage loans on commercial real estate. Ladder Capital Corp, as the general partner of Ladder Capital Finance Holdings LLLP (“LCFH” or the “Operating Partnership”), operates the Ladder Capital business through LCFH and its subsidiaries. As of September 30, 2024, Ladder Capital Corp has a 100% economic interest in LCFH and controls the management of LCFH as a result of its ability to appoint its board members. Accordingly, Ladder Capital Corp consolidates the financial results of LCFH and its subsidiaries. In addition, Ladder Capital Corp, through certain subsidiaries, which are treated as taxable REIT subsidiaries (each a “TRS”), is indirectly subject to U.S. federal, state and local income taxes. Other than such indirect U.S. federal, state and local income taxes, there are no material differences between Ladder Capital Corp’s consolidated financial statements and LCFH’s consolidated financial statements.

Ladder Capital Corp was formed as a Delaware corporation on May 21, 2013. The Company conducted its initial public offering (“IPO”) which closed on February 11, 2014. The Company used the net proceeds from the IPO to purchase newly-issued limited partnership units (“LP Units”) from LCFH. In connection with the IPO, Ladder Capital Corp also became a holding corporation and the general partner of, and obtained a controlling interest in, LCFH. Ladder Capital Corp’s only business is to act as the general partner of LCFH, and, as such, Ladder Capital Corp indirectly operates and controls all of the business and affairs of LCFH and its subsidiaries. The IPO transactions described herein are referred to as the “IPO Transactions.”

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of management, the unaudited financial information for the interim periods presented in this report reflects all normal and recurring adjustments necessary for a fair statement of results of operations, financial position and cash flows. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, which are included in the Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this interim report. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

The consolidated financial statements include the Company’s accounts and those of its subsidiaries that are majority-owned and/or controlled by the Company and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. All significant intercompany transactions and balances have been eliminated.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 — Consolidation (“ASC 810”), provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is the entity that has both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. Refer to Note 9, Consolidated Variable Interest Entities, for further information on the Company’s consolidated variable interest entities.

The Company has investments intwo unconsolidated ventures which, were determined to be VIEs. The Company determined that it was not the primary beneficiary of these VIEs because the Company is a passive investor in, and has no control of, these entities and therefore does not have a controlling financial interests in these VIEs. These investments are recorded on the consolidated balance sheets within investments in and advances to unconsolidated ventures. The Company’s maximum exposure to loss is limited to its investments in these VIEs. The Company has not provided financial support to these unconsolidated VIEs that it was not previously contractually required to provide.

Allowance for Loan Losses

The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the Company supplements its existing credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. The Company engages a third-party service provider to provide market data and a credit loss model. The credit loss model is a forward-looking, econometric, commercial real estate (“CRE”) loss forecasting tool. It is comprised of a probability of default (“PD”) model and a loss given default (“LGD”) model that, layered together with the Company’s loan-level data, fair value of collateral, net operating income of collateral, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses (“EL”) at the loan and portfolio level. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve is recorded. In addition, interest receivable on loans is not included in the Company’s CECL calculations as the Company performs timely write offs of aged interest receivable. The Company has made a policy election to write off aged receivables through interest income as opposed to through the CECL provision on its statements of income.

Loans for which the borrower or sponsor is experiencing financial difficulty, and where repayment of the loan is expected substantially through the operation or sale of the underlying collateral, are considered collateral dependent loans. For collateral dependent loans, the Company may elect a practical expedient that allows the Company to measure expected losses based on the difference between the collateral’s fair value and the amortized cost basis of the loan. When the repayment or satisfaction of the loan is dependent on a sale, rather than operations of the collateral, the fair value is adjusted for the estimated costs to sell the collateral. If foreclosure is probable, the Company is required to measure for expected losses using this methodology.

The Company generally will use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for loans and in certain cases will obtain external appraisals. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.

The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess: (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future; (ii) the ability of the borrower to refinance the loan at maturity; and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including: (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates; (ii) site inspections; and (iii) current credit spreads and other market data and ultimately presented to management for approval.

When a debtor is experiencing financial difficulties and a loan is modified, the effect of the modification will be included in the Company’s assessment of the CECL allowance for loan losses. If the Company provides principal forgiveness, the amortized cost basis of the loan is written off against the allowance for loan losses. Generally, when modifying loans, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions impacting the loan improve.

The Company designates a loan as a non-accrual loan generally when: (i) the principal or coupon interest components of loan payments become 90-days past due; or (ii) in the opinion of the Company, recovery of principal and coupon interest is doubtful. Interest income on non-accrual loans in which the Company reasonably expects a recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income recognition will be suspended and any cash received will be applied as a reduction to the amortized cost basis. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are reasonably assured to be received. A loan will be charged-off when management has determined principal and coupon interest is no longer realizable and deemed non-recoverable.

Transfers of Financial Assets

For a transfer of financial assets to be considered a sale, the transfer must meet the sale criteria of ASC 860, which, at the time of the transfer, require that the transferred assets qualify as recognized financial assets and the Company surrender control over the assets. Such surrender requires that the assets be isolated from the Company, even in bankruptcy or other receivership, the purchaser have the right to pledge or sell the assets transferred and the Company not have an option or obligation to reacquire the assets. If the sale criteria are not met, the transfer is considered to be a secured borrowing, the assets remain on the Company’s consolidated balance sheets and the sale proceeds are recognized as a liability. In November 2017, the SEC staff indicated that, despite transfer restrictions placed on qualified Third Party Purchasers by the risk retention rules of the Dodd-Frank Act, they would not take exception to a registrant treating transfers of financial instruments in a securitization as sales if the transfers otherwise met all the criteria for sale accounting. The Company believes treatment of such transfers as sales is consistent with the substance of such transactions and, accordingly, reflects such transfers as sales. The Company recognizes gains on sale of loans net of any costs related to that sale.

Debt Issued

From time to time, a subsidiary of the Company will originate a loan (each, an “inter-segment loan,” and collectively, “inter-segment loans”) to another subsidiary of the Company to finance the purchase of real estate. The mortgage loan receivable and the related obligation do not appear in the Company’s consolidated balance sheets as they are eliminated upon consolidation. Once the Company issues (sells) an inter-segment loan to a third-party securitization trust (for cash), the related mortgage note is recognized as a financing transaction and accounted for under ASC 470. The accounting for the securitization of an inter-segment loan—a financial instrument that has never been recognized in the consolidated financial statements as an asset—is considered a financing transaction under ASC 470, and ASC 835.

The periodic securitization of the Company’s mortgage loans involves both inter-segment loans and mortgage loans made to third parties with the latter recognized as financial assets in the Company’s consolidated financial statements as part of an integrated transaction. The Company receives aggregate proceeds equal to the transaction’s all-in securitization value and sales price. In accordance with the guidance under ASC 835, when initially measuring the obligation arising from an inter-segment loan’s securitization, the Company allocates the proceeds from each securitization transaction between the third-party loans and each inter-segment loan securitized on a relative fair value basis determined in accordance with the guidance in ASC 820. The difference between the amount allocated to each inter-segment loan and the loan’s face amount is recorded as a premium or discount, and is amortized, using the effective interest method, as a reduction or increase in reported interest expense, respectively.

Reclassification

The Company recognized unrealized and realized gain (loss) on securities into fee and other income for the three and nine months ended September 30, 2024. As such, the unrealized (loss) of $(42) thousand and $(20) thousand and realized gain (loss) of $23 thousand and $(276) thousand for the three and nine months ended September 30, 2023, respectively, were reclassified into fee and other income on the consolidated statements of income. Refer to Note 4, Securities for realized and unrealized gain/loss details. Certain other prior period amounts have been reclassified to conform to the current period's presentation.

Recently Adopted Accounting Pronouncements

None.

Recent Accounting Pronouncements Pending Adoption

In November 2023, the FASB issued ASU 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 improves the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-07 is effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements.

Any new accounting standards not disclosed above that have been issued or proposed by FASB and that do not require adoption until a future date are being evaluated or are not expected to have a material impact on the consolidated financial statements upon adoption.

3. MORTGAGE LOAN RECEIVABLES

September 30, 2024($ in thousands)

(1)Includes the impact of interest rate floors. Term SOFR rates in effect as of September 30, 2024 are used to calculate weighted average yield for floating rate loans.

(2)Excludesone non-accrual loan with an amortized cost basis of $60.8 million. Refer to “Non-Accrual Status” below for further details.

(3)The remaining maturity is calculated based on the initial maturity. The weighted average extended maturity for all loans is 1.3 years.

(4)As a result of decreases in prevailing rates, the Company recorded a reversal of lower of cost or market adjustment as of September 30, 2024. The adjustment was calculated using a 4.75% discount rate.

(5)Net of $3.4 million of deferred origination fees and other items as of September 30, 2024.

As of September 30, 2024, $1.8 billion, or 85.8%, of the outstanding face amount of the mortgage loan receivables held for investment, net, at amortized cost, were at variable interest rates linked to Term SOFR. Of this $1.8 billion,100% of these variable interest rate mortgage loan receivables were subject to interest rate floors. As of September 30, 2024, $31.4 million, or 100%, of the outstanding face amount of the mortgage loan receivables held for sale were at fixed interest rates.

December 31, 2023($ in thousands)

(1)Includes the impact from interest rate floors. Term SOFR rates in effect as of December 31, 2023 are used to calculate weighted average yield for floating rate loans.

(2)Excludesone non-accrual loan with an amortized cost basis of $14.5 million. Refer to “Non-Accrual Status” below for further details.

(3)The remaining maturity is calculated based on the initial maturity. The weighted average extended maturity for all loans is 1.8 years.

(4)As a result of rising prevailing rates, the Company recorded a lower of cost or market adjustment as of December 31, 2023. The adjustment was calculated using a 5.18% discount rate.

(5)Net of $9.1 million of deferred origination fees and other items as of December 31, 2023.

As of December 31, 2023, $2.8 billion, or 87.8%, of the outstanding face amount of the mortgage loan receivables held for investment, net, at amortized cost, were at variable interest rates linked to Term SOFR. Of this $2.8 billion,100.0% of these variable interest rate mortgage loan receivables were subject to interest rate floors. As of December 31, 2023, $31.4 million, or 100%, of the outstanding face amount of the mortgage loan receivables held for sale were at fixed interest rates.

For the nine months ended September 30, 2024 and 2023, loan portfolio activity was as follows ($ in thousands):

(1)Includes funding of commitments on existing mortgage loans.

(2)Includes $19.7 million of repayments in transit.

(3)Excludes $82.5 million of proceeds received from the sale of conduit mortgage loans collateralized by net leased properties in the Company’s real estate segment to a third-party securitization trust. The mortgage loan receivables, which were originated during the current period, and the related obligation do not appear in the Company’s consolidated balance sheets as they are eliminated upon consolidation. Upon the sale of the mortgage loan receivable to a third-party securitization trust (for cash), the related mortgage note is recognized as a financing transaction.

(4)Refer to Note 5, Real Estate and Related Lease Intangibles, Net, for further detail on foreclosures or deeds in lieu of foreclosure (collectively, “foreclosures”) of real estate.

(5)Includes unrealized lower of cost or market adjustment and realized gain/loss on loans held for sale.

(6)The charge-off related toone loan that was resolved via foreclosure during the three months ended September 30, 2024. The loan was collateralized by an office asset in Oakland, California.

(7)Refer to “Allowance for Credit Losses” table below for further detail.

(1)Includes funding of commitments on existing mortgage loans.

(2)Includes unrealized lower of cost or market adjustment and realized gain/loss on loans held for sale.

(3)Refer to “Allowance for Credit Losses” table below for further detail.

Allowance for Credit Losses and Non-Accrual Status ($ in thousands)

(1)As of September 30, 2024 and 2023, there wereno asset-specific reserves.

(2)The charge-off related toone loan that was resolved via foreclosure during the three months ended September 30, 2024. The loan was collateralized by an office property in Oakland, California.

(1)As of September 30, 2024 and December 31, 2023, the loans on non-accrual status were greater than 90 days past due and are considered collateral dependent.

(2)Comprised ofone multi-family loan with an amortized cost basis of $60.8 million, for which the Company determined no asset-specific reserve was necessary.

(3)Comprised ofone multi-family loan with an amortized cost basis of $14.5 million, for which the Company determined no asset-specific reserve was necessary.

During the year ended December 31, 2023, the Company modifiedone first mortgage loan with an amortized cost basis of $58.5 million as of December 31, 2023, or 1.9% of the Company’s mortgage loan receivable portfolio. This modification resulted in an initial extension through June 2024, in exchange for terms that included a $2.5 million payment that reduced the amortized cost basis of the loan, with subsequent contractual extensions available with additional payments. The loan was extended in June 2024 through October 2024 in exchange for an additional $2.5 million payment. No principal or interest was forgiven, and the Company also received a 15% non-controlling common equity interest in the property. The payment structure of the loan was modified to defer a portion of the contractual interest until maturity and the Company only accrued the current pay component. During the three months ended September 30, 2024, the loan principal was repaid in full, and the Company received $7.5 million of deferred interest. During the three and nine months ended September 30, 2024, the Company recognized $7.6 million and $7.9 million of interest income related to this loan, respectively.

Current Expected Credit Loss (“CECL”)

As of September 30, 2024, the Company has a $52.8 million allowance for current expected credit losses, of which $52.3 million pertains to mortgage loan receivables and $0.5 million relates to unfunded commitments included in other liabilities in the consolidated balance sheets.

As of December 31, 2023, the Company had a $43.9 million allowance for current expected credit losses, of which $43.2 million pertained to mortgage loan receivables and $0.7 million related to unfunded commitments included in other liabilities in the consolidated balance sheets.

The provision for loan loss reserves for the three and nine months ended September 30, 2024 was $3.1 million and $13.9 million of expense, respectfully. The provision recorded during the three and nine months ended September 30, 2024 is primarily due to continued uncertainty in macroeconomic market conditions affecting commercial real estate, partially offset by a decrease in the size of the Company’s balance sheet first mortgage loan portfolio as a result of repayments. During the three and nine months ended September 30, 2024, the Company charged-off $5.0 million of the existing allowance for credit losses related to a loan that was resolved via foreclosure.

The provision for loan loss reserves for the three and nine months ended September 30, 2023 was an increase of the provision of $7.5 million and $19.1 million, respectively. The net increase for the three and nine months ended September 30, 2023 represents an increase in the general reserve of loans held for investment of $7.3 million and $18.8 million, respectively, and an increase related to unfunded commitments of $146 thousand and $270 thousand, respectively. The increase in provision associated with the general reserve during the three and nine months ended September 30, 2023 was primarily due to adverse changes in macroeconomic market conditions affecting commercial real estate, partially offset by a decrease in the size of the Company’s balance sheet first mortgage loan portfolio as a result of repayments.

Management’s method for monitoring credit is the performance of a loan. The primary credit quality indicator management utilizes to assess its current expected credit loss reserve is by viewing the Company’s mortgage loan portfolio by collateral type. The primary credit quality indicator is reviewed by management on a quarterly basis. The following tables summarize the amortized cost of the mortgage loan portfolio by collateral type as of September 30, 2024 and December 31, 2023, respectively ($ in thousands):

(1)Not included above is $13.5 million of accrued interest receivable on all loans at September 30, 2024.

(2)For the three months ended September 30, 2024, there was a $5.0 million charge-off of an allowance in connection with a foreclosure ofone office property in Oakland, California. For the year ended December 31, 2023, there was a $2.7 million charge-off of an asset-specific allowance in connection with a foreclosure ofone retail property in New York, NY.

(3)Not included above is $22.4 million ofaccrued interest receivable on all loans at December 31, 2023.

4. SECURITIES

The Company invests in primarily AAA-rated real estate securities, typically front pay securities, with relatively short duration and significant credit subordination.

Commercial mortgage-backed securities (“CMBS”), CMBS interest-only securities, U.S. Agency securities, corporate bonds and U.S. Treasury securities are classified as available-for-sale and reported at fair value with changes in fair value recorded in the current period in other comprehensive income. As of September 30, 2024, the Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

Government National Mortgage Association (“GNMA”) interest-only, Federal Home Loan Mortgage Corp (“FHLMC”) and equity securities are recorded at fair value with changes in fair value recognized in earnings in the consolidated statements of income. The following is a summary of the Company’s securities at September 30, 2024 and December 31, 2023 ($ in thousands):

(1)Based on the Company’s analysis, including review of interest rate changes and current levels of subordination, among other factors, the unrealized loss positions are determined to be due to market factors other than credit.

(2)Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the highest rating is used. The ratings provided were determined by third-party rating agencies. The rates may not be current and are subject to change (including the assignment of a “negative outlook” or “credit watch”) at any time.

(3)As of September 30, 2024 and December 31, 2023, includes $8.9 million and $9.0 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (“Dodd-Frank Act”) and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.

(4)The amounts presented represent the principal amount of the mortgage loans outstanding in the pool in which the interest-only securities participate.

(5)As of September 30, 2024 and December 31, 2023, includes $0.2 million and $0.3 million of restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust and are classified as held-to-maturity and reported at amortized cost.

(6)GNMA interest-only securities are recorded at fair value with changes in fair value recorded in current period earnings. The Company’s GNMA interest-only securities are considered to be hybrid financial instruments that contain embedded derivatives. As a result, the Company has elected to account for them as hybrid instruments in their entirety at fair value with changes in fair value recognized in unrealized gain (loss) on securities in the consolidated statements of income.

(7)The Company’s investments in debt securities represent an ownership interest in unconsolidated VIEs. The Company’s maximum exposure to loss from these unconsolidated VIEs is the amortized cost basis of the securities which represents the purchase price of the investment adjusted by any unamortized premiums or discounts as of the reporting date.

The following summarizes the carrying value of the Company’s debt securities by remaining maturity based upon expected cash flows at September 30, 2024 and December 31, 2023 ($ in thousands):

(1)Excluded from the table above are $0.1 million of equity securities and $(20.0) thousand of allowance for current expected credit losses.

(1)Excluded from the table above are $0.1 million of equity securities and $(20.0) thousand of allowance for current expected credit losses.

During the three months ended September 30, 2024, the Company didnot sell any equity securities. During the nine months ended September 30, 2024, the Company sold $1.8 million of equity securities. During the three and nine months ended September 30, 2023 the Company didnot sell any equity securities.

The following summarizes the Company’s realized and unrealized gain (loss) on securities, included within “Fee and Other Income” on the Company’s consolidated statements of income for the three and nine months ended September 30, 2024 and September 30, 2023 ($ in thousands):

United States Treasury Securities

The Company invests in short-term and long-term U.S. Treasury securities. Short-term U.S. Treasury securities are classified as cash and cash equivalents on our consolidated balance sheets and long-term U.S. Treasury securities are classified as securities on the consolidated balance sheets. As of September 30, 2024, the Company held $1.3 billion of U.S. Treasury securities classified as cash and cash equivalents on the consolidated balance sheet.

5. REAL ESTATE AND RELATED LEASE INTANGIBLES, NET

The Company’s real estate assets were comprised of the following ($ in thousands):

(1)There was unencumbered real estate of $179.3 million and $160.8 million as of September 30, 2024 and December 31, 2023, respectively.

(2)Below market lease intangibles is net of $16.8 million and $15.8 million of accumulated amortization as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the Company held $18.1 million of undepreciated real estate and lease intangibles held for sale.

The following table presents depreciation and amortization expense on real estate recorded by the Company ($ in thousands):

(1)Depreciation expense on the consolidated statements of income also includes $0.1 million of depreciation on corporate fixed assets for both the three months ended September 30, 2024 and September 30, 2023 and $0.3 million of depreciation on corporate fixed assets for the nine months ended September 30, 2024 and September 30, 2023.

The Company’s intangible assets are comprised of in-place leases, above market leases and other intangibles. The following tables present additional detail related to the intangible assets ($ in thousands):

(1)Includes $2.4 million and $2.8 million of unamortized above market lease intangibles, which are included in real estate and related lease intangibles, net on the consolidated balance sheets as of September 30, 2024 and December 31, 2023.

The following table presents increases/reductions in operating lease income related to the amortization of above or below market leases recorded by the Company ($ in thousands):

The following table presents expected adjustment to operating lease income and expected amortization expense during the next five years and thereafter related to the above and below market leases and acquired in-place lease and other intangibles for property owned as of September 30, 2024 ($ in thousands):

Rent Receivables

There were $2.9 million and $1.1 million of rent receivables included in other assets on the consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

Operating Lease Income & Tenant Reimbursements

The following is a schedule of non-cancellable, contractual, future minimum rent under leases (excluding property operating expenses paid directly by tenant under net leases) at September 30, 2024 ($ in thousands):

Tenant reimbursements, which consist of real estate taxes and utilities paid by the Company, which were reimbursable by the Company’s tenants pursuant to the terms of the lease agreements, were $1.8 million and $5.1 million for the three and nine months ended September 30, 2024, respectively and $1.4 million and $3.5 million for the three and nine months ended September 30, 2023, respectively. Tenant reimbursements are included in operating lease income on the Company’s consolidated statements of income.

Acquisitions

The Company acquired the following properties during the nine months ended September 30, 2024 ($ in thousands):

(1)Properties were consolidated as of acquisition date.

(2)In February 2024, the Company acquired a multifamily portfolio consisting ofthree properties in Los Angeles, CA via foreclosure. The portfolio served as collateral for a mortgage loan receivable held for investment. The Company obtained a third-party appraisal of the property. The $14.1 million fair value was determined by using the sales comparison and income approach. The appraiser utilized a terminal capitalization rate of 5.5%. There wasno gain or loss resulting from the foreclosure of the loan. The key inputs used to determine fair value were determined to be Level 3 inputs. The portfolio was sold in June 2024.

(3)In April 2024, the Company acquired a multifamily portfolio consisting oftwo properties in Longview, TX via foreclosure. The portfolio served as collateral for a mortgage loan receivable held for investment. There was a $0.4 million gain recognized in connection with the foreclosure of the loan. During June 2024, the Company sold the portfolio for $6.1 million. The fair value at foreclosure was based on the the sales price.

(4)In April 2024, the Company acquired a multifamily property in Amarillo, TX via foreclosure. The property served as collateral for a mortgage loan receivable held for investment. The Company determined the fair value of $9.7 million by using the sales comparison approach utilizing a terminal capitalization rate of 8.3%. There wasno gain or loss resulting from the foreclosure of the loan. The key inputs used to determine fair value were determined to be Level 3 inputs.

(5)In June 2024, the Company acquired a multifamily portfolio consisting ofthree properties in Los Angeles, CA via foreclosure. The portfolio served as collateral for a mortgage loan receivable held for investment. The $11.5 million fair value was determined by using the sales comparison approach. There wasno gain or loss resulting from the foreclosure of the loan.

(6)In September 2024, the Company acquired an office property in Oakland, CA via foreclosure. The property served as collateral for a mortgage loan receivable held for investment. The $7.5 million fair value was determined by using the sales comparison approach and direct capitalization approach. There was a $5 million charge-off of allowance for credit loss resulting from the acquisition of the property. The Company used a terminal capitalization rate of 7.5%. The key inputs used to determine fair value were determined to be Level 3 inputs. Refer to Note 3, Mortgage Loan Receivables for further details.

The Company allocates purchase consideration based on relative fair values, and real estate acquisition costs are capitalized as a component of the cost of the assets acquired for asset acquisitions. During the nine months ended September 30, 2024, all acquisitions were determined to be asset acquisitions.

The Company acquired the following properties during the nine months ended September 30, 2023 ($ in thousands):

(1)Properties were consolidated as of acquisition date.

(2)In September 2023, the Company acquired a mixed use portfolio consisting offour properties in New York, NY via foreclosure. The portfolio served as collateral for a mortgage loan receivable held for investment. The Company obtained a third-party appraisal of the property. The $30.4 million fair value was determined by using the sales comparison and income approaches. The appraiser utilized a terminal capitalization rate of 5.5%. There wasno gain or loss resulting from the foreclosure of the loan. The key inputs used to determine fair value were determined to be Level 3 inputs.

Sales

The Company sold the following properties during the nine months ended September 30, 2024 ($ in thousands):

(1)The Company recognized a $0.4 million gain on foreclosure which is recognized in gain (loss) on real estate, net on the consolidated statement of income.

The Company sold the following properties during the nine months ended September 30, 2023 ($ in thousands):

(1)Included within sales proceeds is $31.3 million of mortgage financing that was assumed by the buyer.

6. DEBT OBLIGATIONS, NET

The details of the Company’s debt obligations at September 30, 2024 and December 31, 2023 are as follows ($ in thousands):

(1)Interest rates on floating rate debt reflect the applicable index in effect as of September 30, 2024.

(2)Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.

(3)First mortgage commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans.

(4)One additional 364-day period at Company’s option.

(5)First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans.

(6)Three additional 12-month extension periods at Company’s option.

(7)Two additional 12-month extension periods at Company’s option. No new advances permitted past 30 days prior to initial maturity.

(8)One additional 12-month extension period at Company's option. No new advances permitted during the final 12-month period.

(9)Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.

(10)Commercial real estate securities. Eligible collateral does not include the first mortgage commercial real estate loans collateralizing such securities.

(11)Four additional 12-month periods at Company’s option.

(12)The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.

(13)Anticipated repayment dates.

(14)Certain of the Company’s real estate investments serve as collateral for the Company’s mortgage loan financing.

(15)Represents undepreciated carrying value of commercial real estate collateral.

(16)Presented net of unamortized debt issuance costs of $0.2 million at September 30, 2024.

(17)Represents the estimated maturity date based on the underlying loan maturities.

(18)Presented net of unamortized debt issuance costs of $16.9 million at September 30, 2024.

(19)The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

(1)Interest rates on floating rate debt reflect the applicable index in effect as of December 31, 2023.

(2)Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date.

(3)First mortgage commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans.

(4)One additional 364-day period at Company’s option.

(5)First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans.

(6)Three additional 12-month extension periods at Company’s option.

(7)The Company has pledged mortgage loans receivable with a value of $114.7 million that eliminates in consolidation and is thus not included in the carrying amount of collateral or fair value of collateral.

(8)Two additional 12-month extension periods at Company’s option. No new advances permitted past 30 days prior to initial maturity.

(9)Two additional 12-month extension periods at Company's option. No new advances permitted during the final 12-month period.

(10)Commercial real estate securities. Eligible collateral does not include the first mortgage commercial real estate loans collateralizing such securities.

(11)Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances.

(12)Includes $1.9 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis.

(13)Three additional 12-month periods at Company’s option.

(14)The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries.

(15)Anticipated repayment dates.

(16)Certain of the Company’s real estate investments serve as collateral for the Company’s mortgage loan financing.

(17)Represents undepreciated carrying value of commercial real estate collateral.

(18)Presented net of unamortized debt issuance costs of $2.1 million at December 31, 2023.

(19)Represents the estimated maturity date based on the remaining reinvestment period and underlying loan maturities.

(20)Investment grade commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities.

(21)Presented net of unamortized debt issuance costs of $11.8 million at December 31, 2023.

(22)The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries.

Committed Loan and Securities Repurchase Facilities

The Company has entered into five committed master repurchase agreements, as outlined in the September 30, 2024 table above, totaling $1.2 billion of credit capacity in order to finance its lending activities. Assets pledged as collateral under these facilities are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial properties and mezzanine debt. The Company also had a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $100 million that was undrawn and matured during the three months ended June 30, 2024. The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, maximum leverage ratios, and minimum fixed charge coverage ratios. The Company was in compliance with all covenants as of September 30, 2024 and December 31, 2023.

The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, the absence of an event of default, and the absence of a margin deficit, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities and the determination of the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right in certain cases to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included collateral declines.

As of September 30, 2024, the Company had total debt obligations of $244.5 million outstanding pursuant to repurchase agreements withtwo counterparties. One loan repurchase facility was due within 90 days of September 30, 2024 and was amended subsequent to quarter end to extend the maturity date. As of September 30, 2024, no counterparties held collateral that exceeded the amounts borrowed under the related repurchase agreements by more than $153.1 million, or 10% of the Company’s total equity. As of September 30, 2024, the weighted average haircut, or the percent of collateral value in excess of the loan amount, under the Company’s repurchase agreements was 35%. There have been no significant fluctuations in haircuts across asset classes on the repurchase facilities.

The Company’s Revolving Credit Facility provides for an aggregate maximum borrowing amount of $323.9 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. Borrowings under the Revolving Credit Facility incur interest at a fixed margin of 2.50% over the index rate, with reductions in the fixed margin upon the achievement of investment grade credit ratings. As of September 30, 2024, the Company hadno outstanding borrowings on the Revolving Credit Facility, and continues to maintain the ability to draw $323.9 million.

The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations.

The Company is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions. In addition, the Company is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with the Company’s other credit facilities. The Company’s ability to borrow is dependent on, among other things, compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of judgments against the Company or certain of its subsidiaries to pay certain amounts of money and certain events of bankruptcy or insolvency.

Debt Issuance Costs

As of September 30, 2024 and December 31, 2023, the amounts of unamortized costs relating to the Company’s master repurchase facilities and Revolving Credit Facility were $2.4 million and $4.0 million, respectively, are included in other assets in the consolidated balance sheets.

Uncommitted Securities Repurchase Facilities

The Company has also entered into multiple uncommitted master repurchase agreements collateralized by real estate securities with several counterparties. The borrowings under these agreements have typical advance rates between 75% and 95% of the fair value of collateral, which is primarily AAA-rated securities. As of September 30, 2024, the Company hasno outstanding borrowings on any of the uncommitted securities repurchase facilities.

The Company typically finances its real estate investments with long-term, non-recourse mortgage financing. These mortgage loans have carrying amounts of $513.8 million and $437.8 million, net of unamortized premiums of $3.9 million and $1.8 million as of September 30, 2024 and December 31, 2023, respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. Interest expense decreased due to the Company recording $0.2 million and $0.6 million of premium amortization for the three and nine months ended September 30, 2024, respectively, and $0.2 million and $0.5 million of premium amortization for the three and nine months ended September 30, 2023, respectively. These non-recourse debt agreements provide for secured financing at rates ranging from 4.39% to 8.78%, and, as of September 30, 2024, have anticipated maturity dates between 2024 and 2034, with an average term of 3.5 years. The mortgage loans are collateralized by real estate and related lease intangibles, net, of $530.2 million and $474.7 million as of September 30, 2024 and December 31, 2023, respectively. During the three and nine months ended September 30, 2024, the Company executedsix and 16 new term debt agreements, respectively, to finance properties in its real estate portfolio with carrying amounts of $13.0 million and $81.9 million, respectively. During the three and nine months ended September 30, 2023, the Company didnot execute any term debt agreements.

Collateralized Loan Obligations (“CLO”) Debt

As of September 30, 2024, the Company had $776.1 million of matched term, non-mark-to-market and non-recourse CLO debt included in debt obligations on its consolidated balance sheets, which includes unamortized debt issuance costs of $0.2 million.

On July 13, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated $498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed July 2021 CLO Loans”) at an 82% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 18% subordinate and controlling interest in the CLO. The Company retained consent rights over major decisions with respect to the servicing of the Contributed July 2021 CLO Loans, including the right to appoint and replace the special servicer under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE. Refer to Note 9, Consolidated Variable Interest Entities for further detail.

On December 2, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated $566.2 million of gross proceeds to Ladder, financing $729.4 million of loans (“Contributed December 2021 CLO Loans”) at a maximum 77.6% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 15.6% subordinate and controlling interest in the CLO. The Company also heldtwo additional tranches as investments totaling 6.8% interest in the CLO. The Company retained consent rights over major decisions with respect to the servicing of the Contributed December 2021 CLO Loans, including the right to appoint and replace the special servicer under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE. Refer to Note 9, Consolidated Variable Interest Entities for further detail.

Borrowings from the Federal Home Loan Bank (“FHLB”)

As of September 30, 2024, the Company hadno debt outstanding with the FHLB.

Tuebor Captive Insurance Company LLC (“Tuebor”) is licensed in Michigan as a captive insurance company and was formerly a member of the FHLB. Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that the Company would obtain such approval if sought. Largely as a result of this restriction, approximately $879.0 million of Tuebor’s member’s capital was restricted from transfer via dividend to Tuebor’s parent without prior approval of state insurance regulators at September 30, 2024. To facilitate intercompany cash funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending agreements.

Senior Unsecured Notes

As of September 30, 2024, the Company had $2.1 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $322.0 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”), $611.9 million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”), $633.9 million in aggregate principal amount of 4.75% senior notes due 2029 (the “2029 Notes”) and $500.0 million in aggregate principal amount of 7.00% senior notes due 2031 (the “2031 Notes”, collectively with the 2025 Notes, the 2027 Notes and the 2029 Notes, the

“Notes”). The 2031 Notes were issued during the three months ended September 30, 2024 with an aggregate principal balance of $500.0 million.

During the nine months ended September 30, 2024, the Company repurchased $5.8 million of the 2025 Notes and $2.0 million of the 2029 Notes recognizing a net gain on extinguishment of debt of $20 thousand and $0.2 million, respectively.

LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company was in compliance with all covenants of the Notes as of September 30, 2024 and 2023.

The Notes require interest payments semi-annually in cash in arrears, are unsecured, and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the Notes prior to their stated maturity, in whole or in part, at any time or from time to time, with required notice and at a redemption price as specified in the indenture governing the Notes, plus accrued and unpaid interest, if any, to the redemption date. The board of directors has authorized the Company to repurchase any or all of the Notes from time to time without further approval.

Financial Covenants

The Company’s debt facilities are subject to covenants that require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $871.4 million of the total equity is restricted from payment as a dividend by the Company at September 30, 2024.

The Company was in compliance with all covenants as of September 30, 2024.

Combined Maturity of Debt Obligations

The following schedule reflects the Company’s contractual payments under borrowings by maturity ($ in thousands):

(1)The allocation of repayments under the Company’s committed loan repurchase facilities is based on the earlier of: (i) the maturity date of each agreement; or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.

(2)Represents sales proceeds received in excess of loan amounts sold into securitizations that are amortized as a reduction to interest expense using the effective interest method over the life of the underlying loan.

(3)Total does not include $776.3 million of consolidated CLO debt obligations and the related debt issuance costs of $0.2 million, as the satisfaction of these liabilities will be paid through cash flow from loan collateral including amortization and will not require cash outlays from us.

7. DERIVATIVE INSTRUMENTS

The Company primarily uses derivative instruments to economically manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The following is a breakdown of the derivatives outstanding as of September 30, 2024 and December 31, 2023 ($ in thousands):

(1)Shown as derivative instruments in the accompanying consolidated balance sheet.

(2)The Company held 345 options contracts as of September 30, 2024.

(1)Shown as derivative instruments in the accompanying consolidated balance sheet.

(2)The Company held 104 options contracts as of December 31, 2023.

The following table summarizes the net realized gains (losses) and unrealized gains (losses) on derivatives, by primary underlying risk exposure, as included in net result from derivatives transactions in the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 ($ in thousands):

Futures

Collateral posted with the Company’s futures counterparties is segregated in the Company’s books and records. Interest rate futures are centrally cleared by the Chicago Mercantile Exchange (“CME”) through a futures commission merchant. Interest rate futures that are governed by an International Swaps and Derivatives Association (“ISDA”) agreement provide for bilateral collateral pledging based on the counterparties’ market value. The counterparties have the right to re-pledge the collateral posted but have the obligation to return the pledged collateral, or substantially the same collateral, if agreed to by us, as the market value of the interest rate futures change.

The Company is required to post initial margin and daily variation margin for its interest rate futures that are centrally cleared by CME. CME determines the fair value of the Company’s centrally cleared futures, including daily variation margin. Variation margin pledged on the Company’s centrally cleared interest rate futures is settled against the realized results of these futures. The Company’s counterparties held $0.7 million and $2.8 million of cash margin as collateral for derivatives as of September 30, 2024 and December 31, 2023, respectively, which is included in restricted cash in the consolidated balance sheets.

8. OFFSETTING ASSETS AND LIABILITIES

The following tables present both gross information and net information about derivatives and other instruments eligible for offset in the statement of financial position as of September 30, 2024 and December 31, 2023. The Company’s accounting policy is to record derivative asset and liability positions on a gross basis; therefore, the following tables present the gross derivative asset and liability positions recorded on the balance sheets, while also disclosing the eligible amounts of financial instruments and cash collateral to the extent those amounts could offset the gross amount of derivative asset and liability positions. The actual amounts of collateral posted by or received from counterparties may be in excess of the amounts disclosed in the following tables as the following only disclose amounts eligible to be offset to the extent of the recorded gross derivative positions.

The following table represents offsetting of financial assets and derivative assets as of September 30, 2024 ($ in thousands):

The following table represents offsetting of financial liabilities and derivative liabilities as of September 30, 2024 ($ in thousands):

The following table represents offsetting of financial assets and derivative assets as of December 31, 2023 ($ in thousands):

The following table represents offsetting of financial liabilities and derivative liabilities as of December 31, 2023 ($ in thousands):

Master netting agreements that the Company has entered into with its derivative and repurchase agreement counterparties allow for netting of the same transaction, in the same currency, on the same date. Assets, liabilities, and collateral subject to master netting agreements as of September 30, 2024 and December 31, 2023 are disclosed in the tables above. The Company does not present its derivative and repurchase agreements net on the consolidated financial statements as it has elected gross presentation.

9. CONSOLIDATED VARIABLE INTEREST ENTITIES

The Company consolidates on its balance sheettwo CLOs that are considered VIEs as of September 30, 2024 and December 31, 2023 ($ in thousands):

Refer to Note 6, Debt Obligations, Net -Collateralized Loan Obligations (“CLO”) Debtfor further details.

10. EQUITY STRUCTURE AND ACCOUNTS

Stock Repurchases

On April 24, 2024, the board of directors authorized the repurchase of $75.0 million of the Company’s Class A common stock from time to time without further approval. This authorization increased the remaining outstanding authorization per the July 27, 2022 authorization from $43.6 million to $75.0 million. Stock repurchases by the Company are generally made for cash in open market transactions at prevailing market prices but may also be made in privately negotiated transactions or otherwise. The timing and amount of purchases are determined based upon prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. As of September 30, 2024, the Company has a remaining amount available for repurchase of $73.6 million, which represents 5.0% in the aggregate of its outstanding Class A common stock, based on the closing price of $11.60 per share on such date.

The following tables summarize the Company’s repurchase activity of its Class A common stock during the nine months ended September 30, 2024 and 2023 ($ in thousands):

(2)On April 24, 2024, the Board authorized repurchases up to $75.0 million in aggregate.

Dividends

The following table presents dividends declared (on a per share basis) of Class A common stock for the nine months ended September 30, 2024 and 2023:

Changes in Accumulated Other Comprehensive Income (Loss)

The following table presents changes in accumulated other comprehensive income related to the cumulative difference between the fair market value and the amortized cost basis of securities classified as available for sale for the nine months ended September 30, 2024 and 2023 ($ in thousands):

11. NONCONTROLLING INTERESTS

Noncontrolling Interests in Consolidated Ventures

As of September 30, 2024, the Company consolidatestwo ventures and in each, there are different noncontrolling investors, which own between 10.0% -25.0% of such ventures. These ventures hold investments in a 40-building student housing portfolio in Isla Vista, CA with a book value of $78.0 million, and a single-tenant office building in Oakland County, MI with a book value of $8.8 million. The Company makes distributions and allocates income from these ventures to the noncontrolling interests in accordance with the terms of the respective governing agreements.

Sales

During the three and nine months ended September 30, 2024 and September 30, 2023, there were no sales of assets with noncontrolling interests.

12. EARNINGS PER SHARE

The Company’s net income (loss) and weighted average shares outstanding for the three and nine months ended September 30, 2024 and 2023 consist of the following:

The calculation of basic and diluted net income (loss) per share amounts for the three and nine months ended September 30, 2024 and 2023 consist of the following:

(1)The Company applies the treasury stock method.

(2)There were 166,571 and 335,482 anti-dilutive shares for the three and nine months ended September 30, 2024, respectively.

(3)There were 299,641 and 440,573 anti-dilutive shares for the three and nine months ended September 30, 2023, respectively.

13. STOCK-BASED AND OTHER COMPENSATION PLANS

Summary of Stock and Shares Unvested/Outstanding

The following table summarizes the impact on the consolidated statements of income of the various stock-based compensation plans and other compensation plans ($ in thousands):

A summary of the grants is presented below:

The table below presents the number of unvested shares of Class A common stock and outstanding stock options at September 30, 2024 and changes during 2024 of the Class A common stock and stock options of Ladder Capital Corp:

(1)The weighted average exercise price of outstanding options is $14.84 at September 30, 2024.

At September 30, 2024, there was $12.6 million of total unrecognized compensation cost related to certain share-based compensation awards that is expected to be recognized over a period of up to 29.0 months, with a weighted average remaining vesting period of 22.9 months.

2014 Omnibus Incentive Plan

In connection with the IPO Transactions, the 2014 Ladder Capital Corp Omnibus Incentive Equity Plan (the “2014 Omnibus Incentive Plan”) was adopted by the board of directors on February 11, 2014, and provided certain members of management, employees and directors of the Company or its affiliates with additional incentives including grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards.

2023 Omnibus Incentive Plan

At the Company’s Annual Meeting held on June 6, 2023, the stockholders of the Company approved the Ladder Capital Corp 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”), effective as of the date of the Annual Meeting (the “Effective Date”). The 2023 Omnibus Incentive Plan superseded and replaced the 2014 Omnibus Incentive Plan in its entirety as of the Effective Date.

The aggregate number of shares of the Company’s Class A common stock that will be available for issuance to employees, non-employee directors and consultants of the Company and its affiliates under the 2023 Omnibus Incentive Plan will not exceed

3,000,000 shares of Class A common stock, plus an additional amount, not to exceed 10,253,867 shares of Class A common stock, remaining available for new awards under the 2014 Omnibus Incentive Plan as of the Effective Date, subject to the terms and conditions set forth in the 2023 Omnibus Incentive Plan.

Annual Incentive Awards Granted in 2024 with respect to 2023 Performance

For 2023 performance, certain employees received stock-based incentive equity in February 2024. Restricted stock subject to time-based vesting criteria will vest inthree installments on February 18 of each of 2025, 2026 and 2027, subject to continued employment on the applicable vesting dates. The Company has elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to performance criteria is eligible to vest inthree equal installments upon the compensation committee’s confirmation that the Company achieves a pre-tax return on average equity, based on distributable earnings divided by the Company’s average shareholders’ equity, equal to or greater than 8% for such year (the “Performance Target”) for the years ended December 31, 2024, 2025 and 2026, respectively. If the Company misses the Performance Target during either the first or second calendar year but meets the Performance Target for a subsequent year during thethree-year performance period and the Company’s return on equity for such subsequent year and any years for which it missed its Performance Target equals or exceeds the compounded pre-tax return on average equity of 8% based on distributable earnings divided by the Company’s average shareholders’ equity, the performance-vesting restricted stock which failed to vest because the Company previously missed its Performance Target will vest subject to continued employment on the applicable vesting date (the “Catch-Up Provision”). Approximately 2/3 of all the shares subject to attainment of the Performance Target are also subject to the Catch-Up Provision, as the Catch-Up Provision is not available for the missed performance during the third performance year and has the effect of requiring the Company to achieve an average 8% return over the full three-year performance plan in order to be effective. Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The probability of meeting the performance outcome is assessed quarterly.

On February 18, 2024, in connection with 2023 performance, annual stock awards were granted to management employees (each, a “Management Grantee”), with an aggregate grant date fair value of $10 million, which represents 937,560 shares of Class A common stock. The grant to Mr. Harris and approximately half of the grants to each of Ms. McCormack and Mr. Perelman were unrestricted. The other half of incentive equity granted to each of Ms. McCormack and Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and is also subject to the Catch-Up Provision described above. For the grants to Mr. Miceli and Ms. Porcella (a total of 127,275 shares with an aggregate fair value of $1.4 million), approximately half of the awards are subject to time-based vesting criteria and the remaining half are subject to attainment of the Performance Target for the applicable years.

On February 18, 2024, in connection with 2023 performance, annual stock awards were granted to certain non-management employees (“Non-Management Grantees”) with an aggregate grant date fair value of $9.4 million, which represents 882,436 shares of Class A common stock. Of these awards,22,939 shares were unrestricted,418,285 shares are subject to time-based vesting criteria and the remaining 441,212 shares are subject to the attainment of the Performance Target, including the Catch-Up Provision, for the applicable years.

Other 2024 Restricted Stock Awards

On February 18, 2024, certain members of the board of directors received annual restricted stock awards with a grant date fair value of $0.4 million, representing 35,545 shares of restricted Class A common stock, which will vest in full on the first anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the time-based vesting criteria of the award shall be recognized on a straight-line basis over theone-year vesting period.

Annual Incentive Awards Granted in 2023 with respect to 2022 Performance

For 2022 performance, certain employees received stock-based incentive equity in February 2023. Restricted stock subject to time-based vesting criteria will vest inthree installments on February 18 of each of 2024, 2025 and 2026, subject to continued employment on the applicable vesting dates. The Company has elected to recognize the compensation expense related to the time-based vesting of the annual restricted stock awards for the entire award on a straight-line basis over the requisite service period for the entire award. Restricted stock subject to performance criteria is eligible to vest inthree equal installments upon the compensation committee’s confirmation that the Company achieves a pre-tax return on average equity, based on distributable earnings divided by the Company’s average shareholders’ equity, equal to or greater than 8% for such year (the

“Performance Target”) for the years ended December 31, 2023, 2024 and 2025, respectively. If the Company misses the Performance Target during either the first or second calendar year but meets the Performance Target for a subsequent year during thethree-year performance period and the Company’s return on equity for such subsequent year and any years for which it missed its Performance Target equals or exceeds the compounded pre-tax return on average equity of 8% based on distributable earnings divided by the Company’s average shareholders’ equity, the performance-vesting restricted stock which failed to vest because the Company previously missed its Performance Target will vest subject to continued employment on the applicable vesting date (the “Catch-Up Provision”). Approximately 2/3 of all the shares subject to attainment of the Performance Target are also subject to the Catch-Up Provision, as the Catch-Up Provision is not available for the missed performance during the third performance year and has the effect of requiring the Company to achieve an average 8% return over the full three-year performance plan in order to be effective. Accruals of compensation cost for an award with a performance condition shall be based on the probable outcome of that performance condition. Therefore, compensation cost shall be accrued if it is probable that the performance condition will be achieved and shall not be accrued if it is not probable that the performance condition will be achieved. The probability of meeting the performance outcome is assessed quarterly.

On February 18, 2023, in connection with 2022 performance, annual stock awards were granted to management employees (each, a “Management Grantee”), with an aggregate grant date fair value of $8.5 million, which represents 733,607 shares of Class A common stock. The grant to Mr. Harris and approximately half of the grants to each of Ms. McCormack and Mr. Perelman were unrestricted. The other half of incentive equity granted to each of Ms. McCormack and Mr. Perelman is restricted stock subject to attainment of the Performance Target for the applicable years and is also subject to the Catch-Up Provision described above. For the grants to Mr. Miceli and Ms. Porcella (a total of 101,344 shares with an aggregate fair value of $1.2 million), approximately half of the awards are subject to time-based vesting criteria and the remaining half are subject to attainment of the Performance Target for the applicable years.

On February 18, 2023, in connection with 2022 performance, annual stock awards were granted to certain non-management employees (“Non-Management Grantees”) with an aggregate grant date fair value of $7.5 million, which represents 651,429 shares of Class A common stock. Of these awards,19,558 shares were unrestricted,306,162 shares are subject to time-based vesting criteria and the remaining 325,709 shares are subject to the attainment of the Performance Target, including the Catch-Up Provision, for the applicable years.

Other 2023 Restricted Stock Awards

On February 18, 2023, certain members of the board of directors received annual restricted stock awards with a grant date fair value of $0.4 million, representing 32,525 shares of restricted Class A common stock, which will vest in full on the first anniversary of the date of grant, subject to continued service on the board of directors. Compensation expense related to the time-based vesting criteria of the award shall be recognized on a straight-line basis over theone-year vesting period.

Change in Control

Upon a change in control (as defined in the respective award agreements), restricted stock awards to Mr. Miceli, Ms. McCormack, Mr. Perelman, Ms. Porcella (for her February 18, 2024 award), and one Non-Management Grantee will become fully vested if: (1) such Grantee continues to be employed through the closing of the change in control; or (2) after the signing of definitive documentation related to the change in control, but prior to its closing, such Grantee’s employment is terminated without cause or due to death or disability or the Grantee resigns for Good Reason, as defined in each Grantee’s employment agreement. The compensation committee retains the right, in its sole discretion, to provide for the accelerated vesting (in whole or in part) of the restricted stock awards granted.

In the event a Non-Management Grantee (except for the one grantee mentioned above and including Ms. Porcella, in regards to her awards granted prior to February 18, 2024), is terminated by the Company without cause within six months of certain changes in control, all unvested time shares shall vest on the termination date and all unvested performance shares shall remain outstanding and be eligible to vest (or be forfeited) in accordance with the performance conditions.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is based upon internal models, using market quotations, broker quotations, counterparty quotations or pricing services quotations, which provide valuation estimates based upon reasonable market order indications and are subject to significant variability based on market conditions, such as interest rates, credit spreads and market liquidity. The fair value of the mortgage loan receivables held for sale is based upon a securitization model utilizing market data from recent securitization spreads and pricing.

Fair Value Summary Table

The carrying values and estimated fair values of the Company’s financial instruments, which are both reported at fair value on a recurring basis (as indicated) or amortized cost/par, at September 30, 2024 and December 31, 2023 are as follows ($ in thousands):

(4)Balance does not include impact of allowance for current expected credit losses of $52.3 million at September 30, 2024.

(5)Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit spreads since origination. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow model.

(6)Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.

(7)For repurchase agreements - short term, the value approximates the cost plus accrued interest.

(8)For repurchase agreements - long term and CLO debt, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

(9)The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

(4)Balance does not include impact of allowance for current expected credit losses of $43.2 million at December 31, 2023.

(5)Fair value for floating rate mortgage loan receivables, held for investment is estimated to approximate the outstanding face amount given the short interest rate reset risk (30 days) and no significant change in credit spreads since origination. Fair value for fixed rate mortgage loan receivables, held for investment is measured using a discounted cash flow model.

(6)Fair value for mortgage loan receivables, held for sale is measured using a hypothetical securitization model utilizing market data from recent securitization spreads and pricing.

(7)Fair value of the FHLB stock approximates outstanding face amount as the Company’s captive insurance subsidiary is restricted from trading the stock and can only put the stock back to the FHLB, at the FHLB’s discretion, at par.

(8)For repurchase agreements - short term, the value approximates the cost plus accrued interest.

(9)For repurchase agreements - long term and CLO debt, the carrying value approximates the fair value discounting the expected cash flows at current market rates. If the collateral is determined to be impaired, the related financing would be revalued accordingly. There are no impairments on any positions.

(10)The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

The following table summarizes the Company’s financial assets and liabilities, which are both reported at fair value on a recurring basis (as indicated) or amortized cost/par, at September 30, 2024 and December 31, 2023 ($ in thousands):

(4)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

(5)Balance does not include impact of allowance for current expected credit losses of $52.3 million at September 30, 2024.

(6)A lower of cost or market adjustment was recorded as of September 30, 2024.

(7)Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, are classified as held-to-maturity and reported at amortized cost.

(4)Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings. The outstanding face amount of the nonhedge derivatives represents the notional amount of the underlying contracts.

(5)Balance does not include impact of allowance for current expected credit losses of $43.2 million at December 31, 2023.

(6)A lower of cost or market adjustment was recorded as of December 31, 2023.

(7)Restricted securities which are designated as risk retention securities under the Dodd-Frank Act and are therefore subject to transfer restrictions over the term of the securitization trust, are classified as held-to-maturity and reported at amortized cost.

The Company didnot have any Level 3 financial instruments as of September 30, 2024 and December 31, 2023.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may be impaired. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or write-down of assets value due to impairment. Refer to Note 3, Mortgage Loan Receivables and Note 5, Real Estate and Related Lease Intangibles, Net, for disclosure of Level 3 inputs for certain assets measured on a nonrecurring basis.

15. INCOME TAXES

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2015 (the REIT Election”). As such, the Company’s income is generally not subject to U.S. federal, state and local corporate income taxes other than as described below.

Certain of the Company’s subsidiaries have elected to be treated as TRSs. TRSs permit the Company to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, the Company will continue to maintain its qualification as a REIT. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in TRSs. Current income tax expense (benefit) was $0.4 million and $1.2 million for the three and nine months ended September 30, 2024 and $1.2 million and $2.0 million for the three and nine months ended September 30, 2023.

As of September 30, 2024 and December 31, 2023, the Company’s net deferred tax assets (liabilities) were $(3.5) million and $(3.0) million, respectively, and are included in other assets (other liabilities) in the Company’s consolidated balance sheets. Deferred income tax expense (benefit) included within the provision for income taxes was $0.5 million and $2.0 million for the three months ended September 30, 2024 and September 30, 2023, respectively. Deferred income tax expense (benefit) included within the provision for income taxes was $0.6 million and $2.9 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. The Company’s net deferred tax liability is comprised of deferred tax assets and deferred tax liabilities. The Company believes it is more likely than not that the deferred tax assets (aside from the exception noted below) will be realized in the future. Realization of the deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

As of September 30, 2024, the Company had a deferred tax asset of $3.0 million relating to capital losses which it may only use to offset capital gains. These tax attributes will begin to expire if unused by December 31, 2024. As the realization of these assets are not more likely than not to be realized before their expiration, the Company provided a full valuation allowance against this deferred tax asset. Additionally, as of September 30, 2024, the Company had $1.9 million of deferred tax assets related to Code Section 163(j) interest expense limitation. As the Company is uncertain if this asset will be realized in the future, the Company provided a full valuation allowance against this deferred tax asset.

The Company’s tax returns are subject to audit by taxing authorities. Generally, as of September 30, 2024, the tax years 2020-2023 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. One of the Company’s subsidiary entities is currently under an IRS audit for tax year 2020 and also under audit in New York City for tax years 2014-2020. The Company does not expect these audits to result in any material changes to the Company’s financial position or performance. In April 2023, a settlement was reached for $2.6 million with New York City pertaining to an audit of the Company for the years 2012-2013 resulting in an incremental income tax expense of $0.2 million for the nine months ended September 30, 2023. The Company does not expect tax expense to have an impact on either short, or long-term liquidity or capital needs.

Under U.S. GAAP, a tax benefit related to an income tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities based on the technical merits of the position. As of September 30, 2024 and December 31, 2023, the Company didnot have any unrecognized tax benefits. As of September 30, 2024, the Company has not recognized interest or penalties related to uncertain tax positions. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months.

16. RELATED PARTY TRANSACTIONS

The Company hasno material related party relationships to disclose.

17. COMMITMENTS AND CONTINGENCIES

Leases

As of September 30, 2024, the Company had a $15.4 million lease liability and a $13.9 million right-of-use asset on its consolidated balance sheet recorded within other liabilities and other assets, respectively. The right-of-use lease asset relates to the Company’s operating lease of office space. Right-of-use lease assets initially equal the lease liability. The Company recognized $0.5 million and $1.6 million in operating expenses in its consolidated statements of income relating to operating leases for each of the three and nine months ended September 30, 2024 and September 30, 2023.

Future minimum lease payments under non-cancelable operating leases as of September 30, 2024 are as follows ($ in thousands):

(1)Lease liabilities were discounted at the Company's weighted average incremental borrowing rate for similar collateral, which was estimated to be 6.62%. The remaining lease term is 8.8 years.

(2)The Company has afive-year extension option, which is not reflected in the total lease liability.

Unfunded Loan Commitments

As of September 30, 2024, the Company’s off-balance sheet arrangements consisted of $58.4 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing over the next three years at rates to be determined at the time of funding.74% of these unfunded commitments would only be funded upon the occurrence of certain “good news” events, such as the owner concluding a lease agreement with a major tenant in the building or reaching some pre-determined net operating income. As of December 31, 2023, the Company’s off-balance sheet arrangements consisted of $204.0 million of unfunded commitments on mortgage loan receivables held for investment to provide additional first mortgage loan financing.

Commitments are subject to the Company’s loan borrowers’ satisfaction of certain financial and nonfinancial covenants and may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring. The Company carefully monitors the progress of work at properties that serve as collateral underlying its commercial mortgage loans, including the progress of capital expenditures, construction, leasing and business plans in light of current market conditions. These commitments are not reflected on the consolidated balance sheets.

Unsettled Trades

As of September 30, 2024, the Company had $79.7 million of U.S. Treasury securities traded and not yet settled on its consolidated balance sheets. As of December 31, 2023, the Company had $44.8 million of U.S. Treasury securities traded and not yet settled on its consolidated balance sheet. The U.S. Treasury securities are recorded within other assets, and the related payable is recorded within other liabilities. These balances relate to the Company’s purchase of U.S. Treasury securities with maturities of less than three months, which will be recorded within cash and cash equivalents upon settlement. The payable within other liabilities at December 31, 2023 was paid during the nine months ended September 30, 2024.

18. SEGMENT REPORTING

The Company has determined that it hasthree reportable segments based on how the chief operating decision makers review and manage the business. These reportable segments include loans, securities, and real estate. The loans segment includes mortgage loan receivables held for investment (balance sheet loans) and mortgage loan receivables held for sale (conduit loans). The securities segment is composed of all of the Company’s activities related to securities, which include investments in CMBS, U.S. Agency securities, corporate bonds, equity securities and U.S. Treasury securities not classified as cash and cash equivalents. The real estate segment includes net leased properties, other diversified real estate and investments in unconsolidated ventures. Corporate/other includes cash and cash equivalents, senior unsecured notes, operating expenses, and unallocated items including any inter-segment eliminations necessary to reconcile to consolidated Company totals.

The Company evaluates performance based on the following financial measures for each segment ($ in thousands):

(1)Includes the Company’s investment in unconsolidated ventures that held real estate of $20.0 million and $6.9 million as of September 30, 2024 and December 31, 2023, respectively.

(2)Corporate/Other represents all corporate level and unallocated items including any inter-segment eliminations necessary to reconcile to consolidated Company totals. This segment also includes the Company’s investment in FHLB stock of $5.2 million as of December 31, 2023, and the Company’s senior unsecured notes of $2.1 billion and $1.6 billion at September 30, 2024 and December 31, 2023, respectively.

(3)Includes $0.1 million and $2.7 million of realized gains from sales of conduit mortgage loans collateralized by net leased properties in the Company’s real estate segment that eliminate in consolidation for the three and nine months ended September 30, 2024, respectively.

19. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the issuance date of the financial statements and determined that no additional disclosure is necessary.