---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-066654"
form_type: "8-K"
ticker: "RC"
cik: "0001527590"
company_name: "Ready Capital Corp"
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:24:34.495477+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Ready Capital completes merger with Broadmark; issues ~62.2M shares for 0.47233x exchange ratio

## Summary
- Each Broadmark share converted into 0.47233 Ready Capital shares; no fractional shares issued, cash paid in lieu.
- Ready Capital issued 62,229,623 shares; former Broadmark stockholders own ~36% of combined company.
- Board expanded by three: Daniel J. Hirsch, Kevin M. Luebbers, Pinkie D. Mayfield appointed as directors.
- Merger Sub assumed Broadmark's $100M 5.00% Senior Notes due 2026 with customary covenants and defaults.
- Broadmark common stock last traded May 30, 2023; suspended from NYSE trading effective May 31.

## SEC filing metadata
- accession: 0001104659-23-066654
- form_type: 8-K
- ticker: RC
- cik: 0001527590
- company_name: Ready Capital Corp
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/0001104659-23-066654-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/tm2317442d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-066654
- JSON: https://secwatch.observer/filing/0001104659-23-066654.json
- Plain text: https://secwatch.observer/filing/0001104659-23-066654.txt

## Key facts
- Executive change
  Pinkie D. Mayfield was appointed as director at Ready Capital Corp.
  - Action: appointed
  - Role: director
  source text: the board of directors of Ready Capital (the “Board”) increased the size of the Board by three member and appointed Daniel J. Hirsch, Kevin M. Luebbers, and Pinkie D. Mayfield to the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/0001104659-23-066654-index.htm
- Executive change
  Daniel J. Hirsch was appointed as director at Ready Capital Corp.
  - Action: appointed
  - Role: director
  source text: the board of directors of Ready Capital (the “Board”) increased the size of the Board by three member and appointed Daniel J. Hirsch, Kevin M. Luebbers, and Pinkie D. Mayfield to the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/0001104659-23-066654-index.htm
- Executive change
  Kevin M. Luebbers was appointed as director at Ready Capital Corp.
  - Action: appointed
  - Role: director
  source text: the board of directors of Ready Capital (the “Board”) increased the size of the Board by three member and appointed Daniel J. Hirsch, Kevin M. Luebbers, and Pinkie D. Mayfield to the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/0001104659-23-066654-index.htm
- M&A Transactions
  Ready Capital Corp underwent a change of control involving Broadmark Realty Capital Inc. (closed 2023-05-31).
  - Action: change of control
  - Counterparty: Broadmark Realty Capital Inc.
  - Closing: 2023-05-31
  source text: Ready Capital, Merger Sub, and Broadmark completed the Merger pursuant to the terms of the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/0001104659-23-066654-index.htm
- Material Agreements
  Ready Capital Corp entered into Assignment and Assumption Agreement with Broadmark valued at $100.0 million aggregate principal amount of 5.00% Senior Notes due 2026 (effective 2023-05-31).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Broadmark
  - Value: $100.0 million aggregate principal amount of 5.00% Senior Notes due 2026
  - Effective: 2023-05-31
  source text: On May 31, 2023, Merger entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”) with Broadmark, pursuant to which Broadmark assigned to Merger Sub the Note Purchase Agreement (the “Note Purchase Agreement”) with certain institutional investors relating to the private placement of $100.0 million aggregate principal amount of 5.00% Senior Notes due 2026 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527590/000110465923066654/0001104659-23-066654-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.