03/17/2026 | Press release | Distributed by Public on 03/17/2026 18:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (5) | 03/02/2026 | A | 1,050,000 | (6) | (6) | Common Stock | 1,050,000 | $ 0 | 1,050,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Scali Dominick C/O READY CAPITAL CORPORATION, 1251 AVENUE OF THE AMERICAS, 50TH FLOOR NEW YORK, NY 10020 |
Chief Credit Officer | |||
| /s/ Mike Wu, Attorney-in-Fact | 03/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 2, 2026, the reporting person was awarded a special time-based retention award of 350,000 shares of restricted Common Stock under the Ready Capital Corporation 2023 Equity Incentive Plan (the "Plan"). The shares will vest on December 31, 2028, conditioned upon the reporting person's continued employment (with certain exceptions). |
| (2) | On March 5, 2026, the reporting person was awarded 194,175 shares of restricted Common Stock under the Plan. The shares will vest in equal installments of one-third on March 5, 2027, March 5, 2028 and March 5, 2029, conditioned upon the reporting person's continued employment (with certain exceptions). |
| (3) | Consists of shares of Common Stock withheld by the Issuer, with approval of the Issuer's Board of Directors, in order to satisfy the tax withholding obligation of the reporting person in connection with the vesting of shares of Common Stock granted on February 22, 2025, February 22, 2024 and February 12, 2023. |
| (4) | Represents the closing price of the Common Stock on March 13, 2026. |
| (5) | Each performance stock unit represents a contingent right to receive one share of Common Stock (or an equivalent cash payment, as further described in footnote (6) below). |
| (6) | On March 2, 2026, the reporting person was awarded a special performance-based retention award of 1,050,000 performance-based restricted stock units ("PSUs") under the Plan. The PSUs may vest in up to ten, approximately equal parts, provided that the 30-day volume weighted average price of the Common Stock equals or exceeds ten, approximately equally spaced milestones between specified points, and further conditioned upon the reporting person's continued employment (with certain exceptions). The PSUs (i) will be settled in shares of Common Stock if the stockholders of the Company approve at the 2026 annual meeting of stockholders ("2026 Annual Meeting") an amendment to the Plan to increase the pool of shares available for grant thereunder (the "Plan Amendment"), or (ii) if the Plan 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. |