--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-066662" form_type: "8-K" ticker: null cik: "0001784797" company_name: "Broadmark Realty Capital Inc." filed_at: "2023-05-31T23:59:59+00:00" generated_at: "2026-06-14T10:43:20.719347+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Broadmark Realty completes merger with Ready Capital; BRMK shares converted at 0.47233 RC shares ## Summary - Effective May 31, 2023, Broadmark merged with RCC Merger Sub; surviving company is Ready Capital. - Each BRMK share converted into 0.47233 shares of RC common stock (NYSE:RC); cash for fractional shares. - Credit agreement with JPMorgan Chase terminated in connection with merger. - BRMK trading suspended and delisted from NYSE; Company to file Form 15 to suspend reporting. - All directors and executive officers of Broadmark ceased to hold positions at Effective Time. ## SEC filing metadata - accession: 0001104659-23-066662 - form_type: 8-K - cik: 0001784797 - company_name: Broadmark Realty Capital Inc. - filed_at: 2023-05-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/tm2317444d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-066662 - JSON: https://secwatch.observer/filing/0001104659-23-066662.json - Plain text: https://secwatch.observer/filing/0001104659-23-066662.txt ## Key facts - Executive change Pinkie D. Mayfield departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Jeffrey B. Pyatt departed as Executive Officer at Broadmark Realty Capital Inc.. - Action: ceased to be - Role: Executive Officer source text: In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Kevin M. Luebbers departed as Executive Officer at Broadmark Realty Capital Inc.. - Action: ceased to be - Role: Executive Officer source text: In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Jonathan Hermes departed as Executive Officer at Broadmark Realty Capital Inc.. - Action: ceased to be - Role: Executive Officer source text: In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Stephen G. Haggerty departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Kevin M. Luebbers departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change David A. Karp departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Daniel J. Hirsch departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Nevin Boparai departed as Executive Officer at Broadmark Realty Capital Inc.. - Action: ceased to be - Role: Executive Officer source text: In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Jeffrey B. Pyatt departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Executive change Norma J. Lawrence departed as Director at Broadmark Realty Capital Inc.. - Action: ceased to serve - Role: Director source text: As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - M&A Transactions Broadmark Realty Capital Inc. underwent a change of control involving Ready Capital Corporation (closed 2023-05-31). - Action: change of control - Counterparty: Ready Capital Corporation - Closing: 2023-05-31 source text: On May 31, 2023, pursuant to the Merger Agreement, the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving company. evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm - Material Agreements Broadmark Realty Capital Inc. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto (effective 2023-05-31). - Action: termination - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto - Effective: 2023-05-31 source text: On May 31, 2023, in connection with the consummation of the Merger, the Company terminated that certain Credit Agreement, dated as of February 19, 2021, by and among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (the “Credit Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1784797/000110465923066662/0001104659-23-066662-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.