Ready Capital Corp

Appointment of Chief Credit Officer and Director of Operations

On February 26, 2026 the Company appointed Dominick Scali as Chief Credit Officer of the Company and President of

ReadyCap Commercial, LLC, the Company’s commercial real estate lending business, effectively immediately.

Mr. Scali, age 45, has been a Managing Director and Co-Head of Bridge Lending with the Company since 2015. Prior to

that, he was head of credit and underwriting for Doral Bank’s national bridge lending platform and held positions in

credit and originations at Anglo Irish bank. He began his career at Citigroup working within Citibank’s affordable

housing department. Mr. Scali holds a B.A. from Columbia University.

Additionally, the Company elevated David Cohen to the position of Co-President of ReadyCap Commercial, LLC. Mr.

Cohen previously served as Chief Production Officer and Co-Head of Bridge Lending for the Company. Prior to joining

Ready Capital, Mr. Cohen held positions as a Managing Director and National Production Manager (Head of

Originations) at Doral Property Finance, a Regional Director at GE Real Estate, a Managing Director at CIBC World

Markets Commercial Real Estate Finance Group, a First Vice President at Paine Webber Real Estate Securities, and as a

Managing Director at Furman Selz LLC. Mr. Cohen began his career as an attorney at the national law firm of Kelley

Drye & Warren. Mr. Cohen earned a B.A. from SUNY-Albany, and his graduate degrees with an M.B.A. from Syracuse

University School of Management and a J.D. from Syracuse University College of Law.

Separately, on February 26, 2026 Gary Taylor stepped down as Chief Operating Officer of the Company. He will

continue to serve as the Chief Executive Officer of ReadyCap Lending, LLC, one of the Company’s subsidiaries and one

of the nation’s largest lenders under the U.S. Small Business Administration 7(a) program. Operational responsibilities

have transitioned to other members of management, including Matt Cohen who has been promoted to Head of

Operations and Chief Technology Officer. Mr. Cohen has been employed by Waterfall since 2010, and served in a

variety of roles within that organization, most recently as a Managing Director, a role he has held since 2021.

On February 26, 2026, Adam Zausmer and the Company agreed to mutually separate and, in conjunction, Mr. Zausmer

resigned as Chief Credit Officer of the Company effective immediately. Post separation, the Company expects to enter

into a consulting agreement with Mr. Zausmer, subject to agreement of final terms and conditions.

Awards

On March 2, 2026, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of

Directors approved retention awards (“Retention Awards”) comprised of performance-based restricted stock units

(“PSUs”), restricted stock awards (“Retention RSAs”) and cash (“Cash Awards”). The Retention Awards were approved

to support continuity in the Company’s leadership and to enable the Company’s success, and were awarded to a limited

group of key management personnel, including Messrs. Ahlborn and Scali.

Performance-Based Restricted Stock Units

The PSUs were designed based on total stockholder return, and will vest if the Company’s common stock equals or

exceeds certain milestones during the performance period commencing on March 1, 2026 and ending December 31,

2028. The PSUs may vest in up to ten, approximately equal parts, provided that the 30-day volume weighted average

price of the Company’s common stock equals or exceeds ten, approximately equally spaced milestones between

specified points (the “Share Price Hurdles”), and further conditioned upon the covered employee’s continued

employment (with certain exceptions) with the Company or Waterfall, as applicable. Messrs. Ahlborn and Scali were

awarded 1,800,000 and 1,050,000 PSUs, respectively.

Restricted Stock Awards

The Retention RSAs will vest, in full, on December 31, 2028, conditioned upon the covered employee’s continued

employment with the Company or Waterfall, as applicable, on such date. Messrs. Ahlborn and Scali were awarded

600,000 and 350,000 Retention RSAs, respectively.

Hedging Arrangements

To protect the Company from share price volatility and the market price risk of acquiring shares of common stock on the

open market to offset the vesting of the PSUs and Retention RSAs, the Company expects to enter into certain hedging

arrangements relating to the delivery of shares of common stock upon vesting of certain of such PSUs and Retention

RSAs. The Company’s entry into these hedging arrangements and the risk that such hedging arrangements may not have

the desired impact may expose the Company to additional risks, including the failure of the counterparty to perform

under the contracts. No assurances can be given that the Company will enter into any such hedging arrangements on

expected terms or at all.

Cash Awards

The Cash Awards will be payable in two parts, within 30 days of December 31, 2026, and December 31, 2027,

respectively, provided that the covered employee (1) remains employed by the Company or Waterfall, as applicable, and

in good standing on such date, and (2) has continued to diligently provide their services prior to such date. Messrs.

Ahlborn and Scali were awarded $1,500,000 and $750,000 Cash Awards, respectively, payable within 30 days of

December 31, 2026, and $1,500,000 and $750,000 Cash Awards, respectively, payable within 30 days of December 31,

Retention Award Terms

The PSUs and Retention RSAs were issued under and pursuant to the terms of the Company’s 2023 Equity Incentive

Plan (the “2023 EIP”). The PSUs (i) will be settled in shares of Company common stock if the stockholders of the

Company approve at the 2026 annual meeting of stockholders (“2026 Annual Meeting”) an amendment to the 2023 EIP

to increase the pool of shares available for grant thereunder (the “2023 EIP Amendment”), or (ii) if the 2023 EIP

Amendment is not approved by the Company’s stockholders at the 2026 Annual Meeting, then the PSUs will be settled

in cash based upon the value per share of common stock on the applicable vesting date.

In addition, if the covered employee is terminated without cause, and signs and does not revoke a general release of

claims (a “Release”), the covered employee will receive his or her unpaid Cash Award(s) and the Retention RSAs will

become fully-vested as of the date of such employee’s termination. Any PSUs that are outstanding as of the date of such

termination will be forfeited.

In the event of a Change in Control (as defined in the 2023 EIP), the PSUs will be eligible to vest based on achievement

of the Share Price Hurdles measured as of the date of the Change in Control, subject to the employee’s continued

employment with the Company or Waterfall, as applicable, on the date of the Change in Control.

In addition, the Retention Awards granted to the individuals that are employed by Waterfall are subject to additional

terms in the event that our management agreement with Waterfall is terminated. In the event that the management

agreement is terminated for cause, and the covered employee is not hired by the Company, all unearned Retention

Awards will be forfeited. In the event that the management agreement is terminated, and the covered employee is hired

by Ready Capital, all unearned Retention Awards will be assumed by the Company. In the event that the management

agreement is terminated other than for cause, and the covered employee is not extended an offer of employment by the

Company that is substantially equivalent to their employment with Waterfall, any unpaid Cash Awards shall become due

and payable, any unvested Retention RSAs will vest, and the PSUs will be either continue or be replaced by a cash-based

equivalent award. In the event that the management agreement is terminated other than for cause, and the covered

employee is extended an offer of employment by the Company that is substantially equivalent to their employment with

Waterfall, but the employee does not accept such offer, all unearned Retention Awards will be forfeited.

Rule 10b5-1 Trading Arrangements

None of our officers and directors entered into, modified orterminated any “Rule 10b5-1 trading arrangements” or “non-

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

December 31, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections