Ready Capital Corp (RC) Risk Factors

Item 1A. Risk Factors

Our business and operations are subject to a number of risks and uncertainties, the occurrence of which could adversely

affect our business, financial condition, consolidated results of operations and ability to make distributions to

stockholders and could cause the value of our capital stock to decline. The risks and uncertainties described below are

not the only ones we face but do represent those risks and uncertainties that we believe are material to our business,

operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that

we currently deem immaterial may also harm our business.

Risks Related to Our Business

Difficult conditions in the mortgage, residential and commercial real estate markets, or in the financial markets and

the economy generally, including market volatility, inflation and geopolitical tensions, may cause us to experience

market losses related to our holdings, and there is no assurance that these conditions will improve in the near future.

Our results of operations are materially affected by conditions in the mortgage market, the residential and commercial

real estate markets, the financial markets and the economy generally. Difficult market conditions, as well as inflation,

energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, unemployment and the

availability and cost of credit, can contribute to increased volatility and diminished expectations for the economy and

markets. The U.S. mortgage market has experienced, in the past, a variety of difficulties and challenging economic

conditions, including defaults, credit losses and liquidity concerns. Certain commercial banks, investment banks,

insurance companies, and mortgage-related investment vehicles (including publicly traded mortgage REITs) have

incurred extensive losses from exposure to mortgage markets as a result of these difficulties and conditions. Disruptions

in mortgage markets negatively impact new demand for real estate. Further, disruptions in the broader financial markets,

including the occurrence of unforeseen or catastrophic events such as the effects of widespread health emergencies,

geopolitical tensions or terrorist attacks, could adversely affect our business and operations. Any such disruption could

adversely impact our ability to raise capital, cause increases in borrower defaults and decreases in the value of our assets,

cause continued interest rate volatility and movements that could make obtaining financing or refinancing our debt

obligations more challenging or more expensive, and could lead to operational difficulties that could impair our ability to

manage our business. A deterioration of the LMM or LMM ABS markets or the broader financial markets may cause us

to experience losses related to our assets and to sell assets at a loss. Our profitability may be materially adversely

affected if we are unable to obtain cost effective financing. Volatility and deterioration in the LMM and LMM ABS

markets as well as the broader financial markets may adversely affect the performance and fair market values of our

LMM loan and LMM ABS assets and may adversely affect our results of operations and credit availability, which may

reduce earnings and, in turn, cash available for distribution to our stockholders.

Periods of higher inflation in the U.S. may have an adverse impact on the valuation of our investments.

Many factors, including heightened competition for workers, supply chain issues, the relocation of foreign production

and manufacturing businesses to the U.S., increased tariffs, and rising energy and commodity prices could lead to

increasing wages and other economic inputs and result in higher than normal inflation. Inflation can negatively impact

the profitability of real estate assets with long-term leases that do not provide for short-term rent increases or that provide

for rent increases with a lower annual percentage increase than inflation. Continued levels of inflation, particularly at

higher levels, may have an adverse impact on the valuation of our investments.

We anticipate a significant portion of our investments will be in the form of LMM loans that are subject to risks, such

as credit risk.

A loan is considered to be performing if the borrower is current on all contractual payments due for principal and interest

during the most recent 90 days. We consider a loan to be non-performing if the borrower does not meet the criteria of a

performing loan. Non-performing LMM loans are subject to increased risks of credit loss for a variety of reasons,

including, the underlying property is too highly-leveraged or the borrower has experienced financial distress. Non-

19

performing LMM loans may require a substantial amount of workout negotiations and/or restructuring, which may divert

our attention from other activities and entail, among other things, a substantial reduction in the interest rate or

capitalization of past due interest. However, even if restructurings are successfully accomplished, risks still exist that

borrowers will not be able or willing to maintain the restructured payments or refinance the restructured mortgage upon

maturity. Additional risks inherent in the acquisition of non-performing LMM loans include undisclosed claims,

undisclosed tax liens that may have priority, higher legal costs and greater difficulties in determining the value of the

underlying property.

As of December 31, 2025, the weighted average loan-to-value (“LTV”) on the originated portfolio was 76.0%. The

weighted average LTV on our acquired loans was 97.4% as of December 31, 2025. LTV is calculated by dividing the

current UPB by the most recent collateral value received. The most recent value for performing loans is often the third-

party as-is valuation utilized during the original underwriting process. If such LMM loans with higher LTV ratios

become delinquent, we may experience greater credit losses compared to lower-leveraged properties.

Disruptions in the financial and banking sectors may adversely impact our access to capital and our cost of

borrowing, which could adversely affect us, our business or our results of operations.

We finance the acquisition of a significant portion of our commercial loans, MBS and other assets with our repurchase

agreements, credit facilities, and other financing agreements. Disruptions and uncertainty in the financial and banking

sectors, including due to regional bank failures or decreased consumer confidence in the banking system, may hinder our

ability to access capital on reasonable terms or at all. The U.S. and global financial and banking sectors have at times

experienced periods of increased turmoil and volatility and may experience similar periods of disruption in the future due

to factors beyond our control. Such periods of increased turmoil and volatility may adversely impact liquidity in the

financial markets and make financings less attractive or, in some cases, unavailable. If our financing counterparties

become capital constrained, tighten their lending standards or become insolvent, they may be unable or unwilling to

fulfill their commitments to us. Although our financing counterparties are primarily large national banks, a material

disruption to the banking system and financial markets could result in liquidity issues across the sector, which could

adversely impact our access to capital and our cost of borrowing and adversely affect us, our business or our results of

operations.

The lack of liquidity of our assets may adversely affect our business, including our ability to value and sell our assets.

A portion of the LMM loans and ABS assets we own may be subject to legal and other restrictions on resale or will

otherwise be less liquid than publicly traded securities. Our real estate investments, including any properties acquired by

us through foreclosure, are relatively illiquid and difficult to buy and sell quickly. The illiquidity of our assets may make

it difficult for us to sell such assets if the need or desire arises. In addition, if we are required to liquidate all or a portion

of our portfolio quickly, we may realize significantly less value than the value at which we have previously recorded our

assets. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be

relatively limited, which could adversely affect our results of operations and financial condition.

Our and Waterfall’s due diligence of potential LMM loans and ABS assets may not reveal all of the liabilities

associated with and other combined weaknesses in such LMM loans and ABS assets, which could lead to investment

losses.

Before making an investment, we and Waterfall calculate the level of risk associated with the LMM loan to be acquired

or originated based on several factors which include the following: (i) a complete review of the seller’s data files,

including data integrity, compliance review and custodial file review; (ii) rent rolls and other property operating data;

(iii) personal credit reports of the borrower and owner and/or operator; (iv) property valuation review; (v) environmental

review; and (vi) tax and title search. In making the assessment and otherwise conducting customary due diligence, we

will employ standard documentation requirements and require appraisals prepared by local independent third-party

appraisers. Additionally, we will seek to have sellers provide representations and warranties on LMM loans we acquire,

and if we are unable to obtain representations and warranties, we will factor the increased risk into the price we pay for

such loans. Despite our review process, there can be no assurance that our due diligence process will uncover all relevant

facts or that any investment will be successful. Our financial condition and results of operations could be negatively

impacted to the extent we rely on information that is misleading, inaccurate or incomplete.

20

The use of underwriting guideline exceptions in the LMM loan origination process may result in increased

delinquencies and defaults.

Although LMM loan originators generally underwrite mortgage loans in accordance with their pre-determined loan

underwriting guidelines, from time to time and in the ordinary course of business, originators, including the Company,

will make exceptions to these guidelines. On a case-by-case basis, our underwriters may determine that a prospective

borrower that does not strictly qualify under our underwriting guidelines warrants an underwriting exception, based upon

compensating factors. Compensating factors may include, without limitations, a lower LTV ratio, a higher debt coverage

ratio, experience as a real estate owner or investor, borrower net worth or liquidity, stable employment, longer length of

time in business and length of time owning the property. Loans originated with exceptions may result in a higher number

of delinquencies and defaults, which could have a material and adverse effect on our business, results of operations and

financial condition.

Deficiencies in appraisal quality in the mortgage loan origination and acquisition process may result in increased

principal loss severity.

During the mortgage loan underwriting process, appraisals are generally obtained on the collateral underlying each

prospective mortgage. The quality of these appraisals may vary widely in accuracy and consistency. The appraiser may

feel pressure from the broker or lender to provide an appraisal in the amount necessary to enable the originator to make

the loan, whether or not the value of the property justifies such an appraised value. Inaccurate or inflated appraisals may

result in an increase in the severity of losses on the mortgage loans, which could have a material and adverse effect on

our business, results of operations and financial condition.

Changing market conditions may make it more difficult to analyze potential investment opportunities for our portfolio

of assets.

Our success will depend, in part, on our ability to effectively analyze potential acquisition and origination opportunities

in order to assess the level of risk-adjusted returns that we should expect from any particular investment. To estimate the

value of a particular asset, we may use historical assumptions that may or may not be appropriate during a declining real

estate market or contractions in the general economy. To the extent that we use historical assumptions that are

inappropriate under current market conditions, we may overpay for an asset or acquire an asset that it otherwise might

not acquire, which could have a material and adverse effect on our results of operations and our ability to make

distributions to our stockholders.

In addition, as part of our overall portfolio risk management, we will analyze interest rate changes and prepayment

trends separately and collectively to assess their effects on our portfolio of assets. In conducting our analysis, we will

depend on certain assumptions based upon historical trends with respect to the relationship between interest rates and

prepayments under normal market conditions. Disruptions in the mortgage market or other developments may change

the way that prepayment trends respond to interest rate changes, which may adversely affect our ability to assess the

market value of our portfolio of assets, implement our hedging strategies or implement techniques to reduce our

prepayment rate volatility. If our estimates prove to be incorrect or our hedges do not adequately mitigate the impact of

changes in interest rates or prepayments, we may incur losses that could materially and adversely affect our financial

condition, results of operations and our ability to make distributions to our stockholders.

Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property may further

reduce proceeds from the property and may increase the loss.

It is possible that we may find it necessary or desirable to foreclose on certain loans we acquire or originate, and the

foreclosure process may be lengthy and expensive. Borrowers may resist mortgage foreclosure actions by asserting

numerous claims, counterclaims and defenses against us including, without limitation, numerous lender liability claims

and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and

force us into a modification of the loan or a favorable buy-out of the borrower’s position. In some states, foreclosure

actions can sometimes take several years or more to litigate. At any time prior to or during the foreclosure proceedings,

the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further

21

delaying the foreclosure process. Foreclosure may create a negative public perception of the related mortgaged property,

resulting in a decrease in its value. Even if we are successful in foreclosing on an loan, the liquidation proceeds upon sale

of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us.

Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the

underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and

adversely affect the value of the commercial loans in which we invest and, therefore, could have a material and adverse

effect on our business, results of operations and financial condition.

Real estate properties acquired through foreclosure subject us to additional risks associated with owning real estate.

We have acquired real estate properties through foreclosure, which exposes us to additional risks, including, but not

limited to, the following:

•facing difficulties in integrating these properties with our existing business operations;

•incurring costs to carry, and in some cases make repairs or improvements, which results in additional expenses

and requires additional liquidity that could exceed our original estimates and impact our operating results;

•being unable to realize sufficient amounts from sales of the properties to avoid losses;

•being unable to sell properties, which are not liquid assets, in a timely manner, or at all, when we need to

increase liquidity;

•properties being acquired with one or more co-owners (called tenants-in-common) where development or sale

requires written agreement or consent by all; without timely agreement or consent, we could suffer a loss from

being unable to develop or sell the property;

•maintaining occupancy of the properties;

•controlling operating expenses;

•coping with general and local market conditions;

•complying with changes in laws and regulations pertaining to taxes, use, zoning and environmental protection;

•possible liability for injury to persons and property;

•possible uninsured losses related to environmental events such as earthquakes, floods or mudslides; and

•possible liability for environmental remediation.

If any of our properties incurs a vacancy, it could be difficult to sell or re-lease.

One or more of our properties may incur a vacancy by either the continued default of a tenant under its lease or the

expiration of one of our leases. Certain of our properties may be specifically suited to the particular needs of a tenant

(e.g., a retail bank branch or distribution warehouse), and major renovations and expenditures may be required in order

for us to re-lease vacant space for other uses. We may have difficulty obtaining a new tenant for any vacant space we

have in our properties. If the vacancy continues for a long period of time, we may suffer reduced revenues, impacting

our ability to make distributions to our stockholders. In addition, the resale value of a property could be diminished

because the market value of a particular property will depend principally upon the value of the leases of such property.

Our properties may be subject to impairment charges.

We will periodically evaluate our real estate investments for impairment indicators. The judgment regarding the

existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure.

22

For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. If we

determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the

property, which could have a material adverse effect on our results of operations in the period in which the impairment

charge is recorded.

We could face potential adverse effects from tenant defaults, bankruptcies or insolvencies.

The bankruptcy of our tenants may adversely affect the income generated by our properties. If one of our tenants files for

bankruptcy, we generally cannot evict the tenant solely because of such bankruptcy. In addition, a bankruptcy court

could authorize a bankrupt tenant to reject and terminate its lease with us. In such a case, our claim against the tenant for

unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually

owed under the lease, and it is unlikely that a bankrupt tenant would pay full amounts owed under the lease. Any

shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flow and results of

operations.

Any mezzanine loan assets we may purchase or originate may involve greater risks of loss than senior loans secured

by income-producing properties.

We may originate or acquire mezzanine loans, which take the form of subordinated loans secured by second mortgages

on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the

property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property.

These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income

producing real property because the loan may become unsecured as a result of foreclosure by the senior lender. In the

event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full

recourse to the assets of such entity or the assets of the entity may not be sufficient to satisfy its mezzanine loan. If a

borrower defaults on any mezzanine loan we may purchase or originate, or debt senior to any such loan, or in the event

of a borrower bankruptcy, such mezzanine loan will be satisfied only after the senior debt. As a result, we may not

recover some or all of our initial expenditure. In addition, mezzanine loans may have higher LTV ratios than

conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.

Significant losses related to any mezzanine loans we may purchase or originate would result in operating losses for us

and may limit our ability to make distributions to our stockholders.

We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn

decrease the value of the underlying properties.

In the ordinary course of our business, we could be subject to environmental liabilities with respect to properties to

which we take title. In such a circumstance, we may be held liable to a governmental entity or to third parties for

property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with

environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances or

chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. If

we ever become subject to significant environmental liabilities, our business, financial condition, liquidity, and results of

operations could be materially and adversely affected. In addition, an owner or operator of real property may become

liable under various federal, state and local laws, for the costs of removal of certain hazardous substances released on its

property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible

for, the release of such hazardous substances. The presence of hazardous substances may adversely affect an owner’s

ability to sell real estate or borrow using real estate as collateral. To the extent that an owner of an underlying property

becomes liable for removal costs, the ability of the owner to make debt payments may be reduced, which in turn may

adversely affect the value of the relevant mortgage-related assets held by us.

Investments outside the United States that are denominated in foreign currencies subject us to foreign currency risks

and to the uncertainty of foreign laws and markets, which may adversely affect our distributions and our REIT status.

Our investments outside the United States denominated in foreign currencies subject us to foreign currency risk due to

potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange

rates of any such foreign currency to U.S. dollars may affect our income and distributions and may also affect the book

value of our assets and the amount of stockholders’ equity. In addition, these investments subject us to risks of multiple

23

and conflicting tax laws and regulations, other laws and regulations that may make foreclosure and the exercise of other

remedies in the case of default more difficult or costly compared to U.S. assets, and political and economic instability

abroad. Any such factors could adversely affect our receipt of returns on and distributions from these investments.

Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the

value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign

currency which are not considered cash or cash equivalents may adversely affect our status as a REIT.

Significant movements in foreign currency exchange rates or change in monetary policy could affect our investments

and may harm our financial results.

We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro (“EUR”) and the

Pound Sterling (“GBP”). Any significant change in the value of the currencies of the countries in which we do business

could have a material adverse effect on our business, financial condition and results of operations. For example,

geopolitical tensions and changes in monetary policies have caused increased volatility in global currency exchange rates

and future adverse consequences arising from such events may include continued volatility in exchange rates. We

currently hold, and may acquire in the future, investments that are denominated in GBP and EURs (including loans

secured by assets located in the United Kingdom or Europe), as well as equity interests in real estate properties located in

Europe. Our assets and liabilities denominated in GBP may be subject to increased risks related to these currency rate

fluctuations and our net assets in U.S. dollar terms may decline. Currency volatility may mean that our assets and

liabilities are adversely affected by market movements and may make it more difficult, or more expensive, for us to

execute appropriate currency hedging policies.

Our loans are dependent on the ability of the commercial property owner to generate net income from operating the

property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.

Our loans are generally secured by multifamily, office, retail, mixed use, commercial or warehouse properties and are

subject to risks of delinquency, foreclosure and loss that may be greater than similar risks associated with loans made on

the security of single-family residential property. The ability of a borrower to repay a loan secured by an income-

producing property typically is primarily dependent upon the successful operation of such property rather than upon the

existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the

borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be

adversely affected by, but not limited to, the following:

•tenant mix;

•success of tenant businesses;

•property management decisions;

•property location, condition and design;

•competition from comparable types of properties;

•changes in national, regional or local economic conditions and/or specific industry segments;

•declines in regional or local real estate values;

•declines in regional or local rental or occupancy rates;

•increases in interest rates, real estate tax rates and other operating expenses;

•costs of remediation and liabilities associated with environmental conditions;

•the potential for uninsured or underinsured property losses;

24

•changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental

legislation and the related costs of compliance; and

•acts of God, terrorism, pandemics and other health crises and natural disasters, social unrest and civil

disturbances.

When a borrower experiences significant financial difficulties impacting the borrower’s ability to repay a loan, we may

in certain situations grant concessions for a period of time to such borrowers that we would not otherwise consider.

These modified terms may include interest rate reductions, principal forgiveness, term extensions, other-than-

insignificant payment delay and payment in Paid-In-Kind (“PIK”) interest rather than cash interest payments. Such

modified terms are intended to minimize our economic loss and to avoid foreclosure or repossession of collateral. These

loan modifications may impact our liquidity and make us more reliant upon financing strategies to meet potential cash

requirements. For a detailed discussion of our loan modifications, see “Notes to Consolidated Financial Statements, Note

6 – Loans and Allowance for Credit Losses” included in Item 8, “Financial Statements and Supplementary Data,” in this

Form 10-K.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent

of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which

could have a material adverse effect on our cash flow from operations and limits the amount available for distribution to

our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will

be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as

determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of

the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure can be

an expensive and lengthy process and foreclosing on certain properties where we directly hold the mortgage loan, and

the borrower continues to default, could result in actions that could be costly to our operations, in addition to having a

substantial negative effect on our anticipated return on the foreclosed mortgage loan.

Future pandemics and epidemics may adversely affect our borrowers, the real estate industry and global markets, and

our business and operations, financial condition, results of operations, liquidity and capital resources.

Future outbreaks of highly infectious diseases could materially and adversely impact the value of our assets, our

business, financial condition and results of operations and cash flows, and both our and Waterfall’s ability to operate

successfully. Such outbreaks and the actual and potential restrictions intended to prevent and mitigate such outbreaks

could impact our business in the following ways:

•to the extent the value of commercial real estate declines, which would also likely negatively impact the value

of the loans we own, we could become subject to additional margin calls under our repurchase agreements;

•our ability to continue to satisfy any additional margin calls from our lenders and to the extent we are unable to

satisfy any such margin calls, any acceleration of our indebtedness, increase in the interest rate on advanced

funds, termination of our ability to borrow funds from them, or foreclosure by our lenders on our assets;

•difficulty accessing debt and equity capital on attractive terms, or at all;

•a severe disruption and instability in the financial markets or deteriorations in credit and financing conditions

may jeopardize the solvency and financial wherewithal of counterparties with whom we do business, including

our borrowers and could affect our or our counterparties’ ability to make regular payments of principal and

interest and our ability to recover the full value of our loan, thus reducing our earnings and liquidity;

•unavailability of information, resulting in restricted access to key inputs used to derive estimates and

assumptions made in connection with evaluating our loans for impairments and establishing allowances for loan

losses;

25

•our ability to remain in compliance with the financial covenants under our borrowings, including in the event of

impairments in the value of the loans we own;

•disruptions to the efficient function of our operations because of, among other factors, any inability to access

short-term or long-term financing for the loans we make;

•to the extent we elect or are forced to reduce our loan origination activities; and

•effects of legal and regulatory responses to concerns about such outbreaks, which could result in additional

regulation or restrictions affecting the conduct of our business.

Our portfolio of assets may at times be concentrated in certain property types or secured by properties concentrated in

a limited number of geographic areas, which increases our exposure to economic downturn with respect to those

property types or geographic locations.

While we seek to diversify our portfolio of assets, we are not required to observe specific diversification criteria.

Therefore, our portfolio of assets may, at times, be concentrated in certain property types that are subject to higher risk of

foreclosure or secured by properties concentrated in a limited number of geographic locations. Continued deterioration

of economic conditions in states for which we have a significant concentration of borrowers could have a material and

adverse effect on our business by reducing demand for new financings, limiting the ability of customers to repay existing

loans and impairing the value of our real estate collateral and real estate owned properties. To the extent that our

portfolio is concentrated in any region, or by type of property, downturns relating generally to such region, type of

borrower or security may result in defaults on a number of our assets within a short time period, which may reduce our

net income and the value of our common stock and accordingly reduce our ability to pay dividends to our stockholders.

The increasing number of proposed United States federal, state and local laws may affect certain mortgage-related

assets in which we intend to invest and could materially increase our cost of doing business.

Various bankruptcy legislation has been proposed that, among other provisions, could allow judges to modify the terms

of residential mortgages in bankruptcy proceedings, could hinder the ability of the servicer to foreclose promptly on

defaulted mortgage loans or permit limited assignee liability for certain violations in the mortgage loan origination

process, any or all of which could adversely affect our business or result in us being held responsible for violations in the

mortgage loan origination process even where we were not the originators of the loan. We do not know what impact this

type of legislation, which has been primarily, if not entirely, focused on residential mortgage originations, would have on

the LMM loan market. We are unable to predict whether United States federal, state or local authorities, or other

pertinent bodies, will enact legislation, laws, rules, regulations, handbooks, guidelines or similar provisions that will

affect our business or require changes in our practices in the future, and any such changes could materially and adversely

affect our cost of doing business and profitability.

Failure to obtain or maintain required approvals and/or state licenses necessary to operate our mortgage-related

activities may adversely impact our investment strategy.

We may be required to obtain and maintain various approvals and/or licenses from federal or state governmental

authorities, government sponsored entities or similar bodies in connection with some or all of our activities. There is no

assurance that we can obtain and maintain any or all of the approvals and licenses that we desire or that we will avoid

experiencing significant delays in seeking such approvals and licenses. Furthermore, we will be subject to various

disclosure and other requirements to obtain and maintain these approvals and licenses, and there is no assurance that we

will satisfy those requirements. Our failure to obtain or maintain licenses will restrict our options and ability to engage in

desired activities, and could subject us to fines, suspensions, terminations and various other adverse actions if it is

determined that we have engaged without the requisite approvals or licenses in activities that required an approval or

license, which could have a material and adverse effect on our business, results of operations and financial condition.

26

Loans to small businesses involve a high degree of business and financial risk, which can result in substantial losses

that would adversely affect our business, results of operations and financial condition.

Our operations and activities include loans to small, privately owned businesses to purchase real estate used in their

operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties.

Additionally, LMM loans are also often accompanied by personal guarantees. Often, there is little or no publicly

available information about these businesses. Accordingly, we must rely on our own due diligence to obtain information

in connection with our investment decisions. Our borrowers may not meet net income, cash flow and other coverage

tests typically imposed by banks. A borrower’s ability to repay its loan may be adversely impacted by numerous factors,

including a downturn in its industry or other negative local or more general economic conditions. Deterioration in a

borrower’s financial condition and prospects may be accompanied by deterioration in the collateral for the loan. In

addition, small businesses typically depend on the management talents and efforts of one person or a small group of

people for their success. The loss of services of one or more of these persons could have a material and adverse impact

on the operations of the small business. Small companies are typically more vulnerable to customer preferences, market

conditions and economic downturns and often need additional capital to expand or compete. These factors may have an

impact on loans involving such businesses. Loans to small businesses, therefore, involve a high degree of business and

financial risk, which can result in substantial losses.

Some of the mortgage loans we will originate or acquire are loans made to self-employed borrowers who have a

higher risk of delinquency and default, which could have a material and adverse effect on our business, results of

operations and financial condition.

Many of our borrowers are self-employed and may be more likely to default on their mortgage loans than salaried or

commissioned borrowers as they generally have less predictable income. Many self-employed borrowers are small

business owners who may be personally liable for their business debt. Consequently, a higher number of self-employed

borrowers may result in increased defaults on the mortgage loans we originate or acquire and, therefore, could have a

material and adverse effect on our business, results of operations and financial condition.

Some of the mortgage loans we will originate or acquire are secured by non-owner/user properties that may

experience increased frequency of default and, when in default, the owners are more likely to abandon their

properties, which could have a material and adverse effect on our business, results of operations and financial

condition.

Some of the loans we will originate or acquire have been, and in the future could be, made to borrowers who do not live

in or operate a business on the mortgaged properties. These mortgage loans are secured by properties acquired by

investors for rental income and capital appreciation and tend to default more than properties regularly occupied or used

by the related borrowers. In a default, real property investors not occupying the mortgaged property may be more likely

to abandon the related mortgaged property, increasing defaults and, therefore, could have a material and adverse effect

on our business, results of operations and financial condition.

We are a seller/servicer approved to sell mortgage loans to Freddie Mac and failure to maintain our status as an

approved seller/servicer could harm our business.

We are an approved Freddie Mac seller/servicer. As an approved seller/servicer, we are required to conduct certain

aspects of our operations in accordance with applicable policies and guidelines published by Freddie Mac and we are

required to pledge a certain amount of cash to Freddie Mac to collateralize potential obligations to it. Freddie Mac

performed an audit during 2025 and as a result of that audit, ReadyCap Commercial and Ready Capital Affordable

received an overall assessment of Satisfactory. Failure to maintain our status as an approved seller/servicer would mean

we would not be able to sell mortgage loans to Freddie Mac, could result in us being required to re-purchase loans

previously sold to Freddie Mac, or could otherwise restrict our business and investment options and could harm our

business and expose us to losses or other claims. Freddie Mac may, in the future, require us to hold additional capital or

pledge additional cash or assets in order to maintain approved seller/servicer status, which, if required, would adversely

impact our financial results. Loans sold to Freddie Mac that may be required to be re-purchased as of December 31, 2025

included 49 loans with a combined unpaid principal balance of $159.4 million.

27

A diminished role and other changes in the role of Freddie Mac in the mortgage market may adversely affect our

business.

In September 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac in

conservatorship and undertook the extraordinary dual role of supervisor and conservator. FHFA’s conservatorships are

of unprecedented scope, scale, and complexity. While in conservatorship, Fannie Mae and Freddie Mac have required

$187.5 billion in financial investment from the Treasury to avert insolvency, and, through the start of 2017, have paid to

Treasury over $255 billion in dividends. Despite their high leverage, lack of capital, conservatorship status, and

uncertain future, the combined Fannie Mae and Freddie Mac have grown in size during conservatorship and, according

to FHFA, their combined market share of newly issued MBS is more than 65%. In mid-2017, their combined total assets

were approximately $5.3 trillion and their combined debt exceeded $5 trillion. Although market conditions have

improved and Fannie Mae and Freddie Mac have returned to profitability, their ability to sustain profitability in the

future cannot be assured for a number of reasons: the winding down of their investment portfolios and reduction in net

interest income; the level of guarantee fees they will be able to charge and keep; the future performance of their business

segments; and the significant uncertainties involving key market drivers such as mortgage rates, homes prices, and credit

standards. Fannie Mae and Freddie Mac were also required to eliminate their capital cushion by the end of 2018 and in

any quarter in which they suffer a loss, will have to once again draw funds from Treasury to cover such losses. To

address these challenges, a number of reform proposals have been introduced and suggested, but none have passed a

congressional vote.

If Freddie Mac participation in the mortgage market were reduced or eliminated, or its structures were to change, our

ability to originate and service loans under the Freddie Mac program could be adversely affected. These developments

could also materially and adversely impact the pricing of our potential future Freddie Mac loan and ABS portfolio.

Additionally, the current support provided by the Treasury to Freddie Mac, and any additional support it may provide in

the future, could have the effect of lowering the interest rates we expect to receive from such assets, thereby tightening

the spread between the interest we earn on these assets and the cost of financing these assets. Future legislation affecting

Freddie Mac may create market uncertainty and have the effect of reducing the actual or perceived credit quality of

Freddie Mac and the securities issued or guaranteed by it. As a result, such laws could increase the risk of loss on our

investments related to the Freddie Mac program. It also is possible that such laws could adversely impact the market for

such assets and the spreads at which they trade.

Our acquisitions and the integration of acquired businesses subject us to various risks and may not result in all of the

cost savings and benefits anticipated, which could adversely affect our financial condition or results of operations.

We have in the past and may in the future, seek to grow our business by acquiring other businesses that we believe will

complement or augment our existing businesses. We cannot predict with certainty the benefits of such acquisitions,

which often constitute multi-year endeavors. There is risk that our acquisitions may not have the anticipated positive

results, including results relating to: correctly assessing the asset quality of the assets being acquired; the total cost and

time required to complete the integration successfully; being able to profitably deploy funds acquired in an acquisition;

or the overall performance of the combined entity.

If we are unable to successfully integrate our acquisitions into our business, we may never realize their expected

benefits. With each acquisition, we may discover unexpected costs, liabilities for which we are not indemnified, delays,

lower than expected cost savings or synergies, or incurrence of other significant charges such as impairment of goodwill

or other intangible assets and asset devaluation. We also may be unable to successfully integrate the diverse company

cultures, retain key personnel, apply our expertise to new competencies, or react to adverse changes in industry

conditions.

Acquisitions may also result in business disruptions that could cause customers to move their business to our

competitors. It is possible that the integration process related to acquisitions could result in the disruption of our ongoing

businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to

maintain relationships with clients, customers, and employees. The loss of key employees in connection with an

acquisition could adversely affect our ability to successfully conduct our business. Acquisition and integration efforts

could divert management attention and resources, which could have an adverse effect on our financial condition and

results of operations. Additionally, the operation of the acquired businesses may adversely affect our existing

28

profitability, and we may not be able to achieve results in the future similar to those achieved by our existing business or

manage growth resulting from the acquisition effectively.

We are subject to the unique risks related to integrating a construction lending platform into our existing operations

and the origination and ownership of construction loans.

The assets acquired from a group of privately held, real estate structured finance opportunities funds, with a focus on

construction lending (collectively, the “Mosaic Funds”) in a series of mergers (the “Mosaic Mergers”) and the assets

acquired from Broadmark in the Broadmark Merger, respectively, consisted in large part of construction loans.

Construction loans are subject to additional risks as compared to loans secured by existing structures or land.

Construction budgets may be unrealistic or unforeseen variables may arise, prolonging the development and increasing

the costs of the construction project, which may delay the borrower’s ability to sell or rent the finished property, which

would be the source of funds for repayment of the loan. While we expect to have reasonable procedures in place to

manage construction funding loans, there can be no certainty that we will not suffer losses on construction loans. In

addition, if a builder fails to complete a project, we may be required to complete the project. Any such default could

result in a substantial increase in costs in excess of the original budget and delays in completion of the project. As

described elsewhere in this Form 10-K, certain of our construction loans pay PIK interest which is computed at the

contractual rate specified in each loan agreement and added to the principal balance of the loan, rather than these loans

paying cash interest payments. This may impact our liquidity and our ability to comply with the terms of our existing

financing facilities and make us more reliant upon new financing facilities which may not be available on attractive

terms.

If Waterfall underestimates the credit analysis and the expected risk-adjusted return relative to other comparable

investment opportunities, we may experience losses.

Waterfall values our LMM loan and LMM ABS investments based on an initial credit analysis and the investment’s

expected risk-adjusted return relative to other comparable investment opportunities available to us, taking into account

estimated future losses on the mortgage loans, and the estimated impact of these losses on expected future cash flows.

Waterfall’s loss estimates may not prove accurate, as actual results may vary from estimates. In the event that Waterfall

underestimates the losses relative to the price we pay for a particular LMM or LMM ABS investment, we may

experience losses with respect to such investment.

Waterfall utilizes analytical models and data in connection with the valuation of our LMM loans and LMM ABS, and

any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks.

As part of the risk management process, Waterfall uses detailed proprietary models, including loan-level non-performing

loan models, to evaluate collateral liquidation timelines and price changes by region, along with the impact of different

loss mitigation plans. Additionally, Waterfall uses information, models and data supplied by third parties. Models and

data are used to value potential target assets. In the event models and data prove to be incorrect, misleading or

incomplete, any decisions made in reliance thereon expose us to potential risks. For example, by relying on incorrect

models and data, especially valuation models, Waterfall may be induced to buy certain target assets at prices that are too

high, to sell certain other assets at prices that are too low, or to miss favorable opportunities altogether. Similarly, any

hedging based on faulty models and data may prove to be unsuccessful.

The failure of a third-party servicer or the failure of our own internal servicing system to effectively service our

portfolio of mortgage loans would materially and adversely affect us.

Most mortgage loans and securitizations of mortgage loans require a servicer to manage collections for each of the

underlying loans. Performing LMM loans (either loans purchased with historical activity, i.e., not originated, purchased

in the secondary market or ReadyCap Commercial originations) will be securitized with us retaining the subordinate

tranches. Non-performing LMM loans are serviced either through an approved LMM primary servicer providing both

primary and special servicing or providing only primary servicing with special servicing contracted to smaller

regionally-focused LMM operators and servicers. Servicers’ responsibilities include providing collection activities, loan

workouts, modifications and refinancings, foreclosures, short sales, sales of foreclosed real estate and financings to

facilitate such sales. Both default frequency and default severity of loans may depend upon the quality of the servicer. If

29

a servicer is not vigilant in encouraging the borrowers to make their monthly payments, the borrowers may be far less

likely to make these payments, which could result in a higher frequency of default. If a servicer takes longer to liquidate

non-performing assets, loss severities may be higher than originally anticipated. Higher loss severity may also be caused

by less competent dispositions of real estate owned properties.

We will seek to increase the value of non-performing loans through special servicing activities that will be performed by

our participating special servicers. Servicer quality is of prime importance in the default performance of LMM loans and

LMM ABS assets. Should we have to transfer loan servicing to another servicer, the transfer of loans to a new servicer

could result in more loans becoming delinquent because of confusion or lack of attention. Servicing transfers involve

notifying borrowers to remit payments to the new servicer, and these transfers could result in misdirected notices,

misapplied payments, data input errors and other problems. Industry experience indicates that mortgage loan

delinquencies and defaults are likely to temporarily increase during the transition to a new servicer and immediately

following the servicing transfer. Further, when loan servicing is transferred, loan servicing fees may increase, which may

have an adverse effect on the credit support of assets held by us.

Effectively servicing our portfolio of LMM loans is critical to our success, particularly given our strategy of maximizing

the value of our portfolio with our loan modifications, loss mitigation, restructuring and other special servicing activities,

and therefore, if one of our servicers fails to effectively service the portfolio of mortgage loans, it could have a material

and adverse effect on our business, results of operations and financial condition.

The bankruptcy of a third-party servicer would adversely affect our business, results of operations and financial

condition.

Depending on the provisions of the agreement with the servicer of any of our LMM loans, the servicer may be allowed

to commingle collections on the mortgage loans owned by us with its own funds for certain periods of time (usually a

few business days) after the servicer receives them. In the event of a bankruptcy of a servicer, we may not have a

perfected interest in any collections on the mortgage loans owned by us that are in that servicer’s possession at the time

of the commencement of the bankruptcy case. The servicer may not be required to turn over to us any collections on

mortgage loans that are in its possession at the time it goes into bankruptcy. To the extent that a servicer has commingled

collections on mortgage loans with its own funds, we may be required to return to that servicer as preferential transfers

all payments received on the mortgage loans during a period of up to one year prior to that servicer’s bankruptcy.

If a servicer were to go into bankruptcy, it may stop performing its servicing functions (including any obligations to

advance moneys in respect of a mortgage loan) and it may be difficult to find a third party to act as that servicer’s

successor. Alternatively, the servicer may take the position that unless the amount of its compensation is increased, or

the terms of its servicing obligations are otherwise altered, it will stop performing its obligations as servicer. If it were to

be difficult to find a third party to succeed the servicer, we may have no choice but to agree to a servicer’s demands. The

servicer may also have the power, with the approval of the bankruptcy court, to assign its rights and obligations to a third

party without our consent, and even over our objections, and without complying with the terms of the applicable

servicing agreement. The automatic stay provisions of Title 11 of the United States Code (the “Bankruptcy Code”)

would prevent (unless the permission of the bankruptcy court were obtained) any action by us to enforce the servicer’s

obligations under its servicing agreement or to collect any amount owed to us by the servicer. The Bankruptcy Code also

prevents the removal of the servicer as servicer and the appointment of a successor without the permission of the

bankruptcy court or the consent of the servicer.

New entrants in the market for LMM loan acquisitions and originations could adversely impact our ability to acquire

LMM loans at attractive prices and originate LMM loans at attractive risk-adjusted returns.

New entrants in the secondary LMM market could adversely impact our ability to acquire and originate LMM loans at

attractive prices. In acquiring and originating our target assets, we may compete with numerous regional and community

banks, specialty finance companies, savings and loan associations, mortgage bankers, insurance companies, mutual

funds, institutional investors, investment banking firms, other lenders and other entities, and we expect that others may

be organized in the future. The effect of the existence of additional REITs and other institutions may be increased

competition for the available supply of LMM assets suitable for purchase, which may cause the price for such assets to

rise, which may limit our ability to generate desired returns. Additionally, origination of LMM loans by our competitors

30

may increase the availability of LMM loans which may result in a reduction of interest rates on LMM loans. Some

competitors may have a lower cost of funds and access to funding sources that may not be available to us. Many of our

competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an

exemption from the 1940 Act. In addition, some of our competitors may have higher risk tolerances or different risk

assessments, which could allow them to consider a wider variety of LMM loans and ABS assets and establish more

relationships than us.

We cannot assure you that the competitive pressures we may face will not have a material adverse effect on our business,

financial condition and results of operations. Also, as a result of this competition, desirable investments in our target

assets may be limited in the future and we may not be able to take advantage of attractive investment opportunities from

time to time, as we can provide no assurance that it will be able to identify and make investments that are consistent with

our investment objectives.

We cannot predict the unintended consequences and market distortions that may stem from far-ranging interventions

in the financial system and oversight of financial markets.

U.S. federal government agencies, including the Federal Reserve, the Treasury Department and the SEC, as well as other

governmental and regulatory bodies, have taken, are taking or may in the future take, various actions to address financial

crises or other areas of national regulatory concern. Such actions could materially and adversely impact our business,

results of operations and financial condition, and dramatically increase the cost of complying with any additional laws

and regulations. The elimination or reduction in scope of various existing laws and regulations could similarly materially

and adversely impact our business, results of operations and financial condition. Any far-ranging government

intervention in the U.S. economic and financial systems may carry unintended consequences and cause market

distortions. We are unable to predict at this time the extent and nature of such unintended consequences and market

distortions, if any. The inability to evaluate such potential impacts could have a material adverse effect on our business.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on

joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.

We may make investments through joint ventures and such joint venture investments may involve risks not otherwise

present when we make investments without partners, including the following:

•we may not have exclusive control over the investment or the joint venture, which may prevent us from taking

actions that are in our best interest and could create the potential risk of creating impasses on decisions, such as

with respect to acquisitions or dispositions;

•joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to

sell the interest when we desire and/or on advantageous terms;

•joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures

requiring the other partner to choose between buying the other partner’s interest or selling its interest to that

partner;

•a partner may, at any time, have economic or business interests or goals that are, or that may become,

inconsistent with our business interests or goals;

•a partner may be in a position to take action contrary to our instructions, requests, policies or objectives,

including our policy with respect to maintaining our qualification as a REIT and our exemption from

registration under the 1940 Act;

•a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean

that we and any other remaining partners generally would remain liable for the joint venture’s liabilities;

•our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms

of the applicable joint venture agreements and, in such event, we may not continue to own or operate the

31

interests or investments underlying such relationship or may need to purchase such interests or investments at a

premium to the market price to continue ownership;

•disputes between us and a partner may result in litigation or arbitration that could increase our expenses and

prevent Waterfall and our officers and directors from focusing their time and efforts on our business and could

result in subjecting the investments owned by the joint venture to additional risk; or

•we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could

adversely affect our ability to qualify as a REIT or maintain our exclusion from registration under the 1940 Act,

even though we do not control the joint venture.

Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our joint

venture investments.

Our inability to manage future growth could have an adverse impact on our financial condition and results of

operations.

Our ability to achieve our investment objectives will depend on our ability to grow, which will depend, in turn, on

Waterfall’s ability to identify, acquire, originate and invest in LMM loans and ABS assets that meet our investment

criteria. Our ability to grow our business will depend in large part on our ability to expand our LMM loan origination

activities. Any failure to effectively manage our future growth, including a failure to successfully expand our LMM loan

origination activities could have a material and adverse effect on our business, financial condition and results of

operations.

Declines in the fair market values of our assets may adversely affect periodic reported results and credit availability,

which may reduce earnings and, in turn, cash available for distribution to our stockholders.

Our LMM loans held-for-sale and LMM ABS are carried at fair value and future mortgage related assets may also be

carried at fair value. Accordingly, changes in the fair value of these assets may impact the results of our operations for

the period in which such change in value occurs. The expectation of changes in real estate prices, which are beyond our

control, is a major determinant of the value of LMM loans and LMM ABS.

Many of the assets in our portfolio are and will likely be LMM loans and LMM ABS that are not publicly traded. The

fair value of assets that are not publicly traded may not be readily determinable. We value these assets quarterly at fair

value, as determined in accordance with applicable accounting standards, which may include unobservable inputs.

Because such valuations are subjective, the fair value of certain of our assets may fluctuate over short periods of time

and our determinations of fair value may differ materially from the values that would have been used if a ready market

for these assets existed.

A decline in the fair market value of our assets may adversely affect us, particularly in instances where we have

borrowed money based on the fair market value of those assets. If the fair market value of those assets decline, the lender

may require us to post additional collateral to support the loan. If we are unable to post the additional collateral, we

would have to sell the assets at a time when we might not otherwise choose to do so. A reduction in credit available may

reduce our earnings and, in turn, cash available for distribution to stockholders.

Our investments may include subordinated tranches of ABS which are subordinate in right of payment to more senior

securities.

Our investments may include subordinated tranches of ABS which are subordinated classes of securities in a structure of

securities collateralized by a pool of assets consisting primarily of LMM loans and, accordingly, are the first or among

the first to bear the loss upon a restructuring or liquidation of the underlying collateral and the last to receive payment of

interest and principal. Additionally, estimated fair values of these subordinated interests tend to be more sensitive to

changes in economic conditions than more senior securities. As a result, such subordinated interests generally are not

actively traded and may not provide holders thereof with liquid investments.

32

In certain cases we may not control the special servicing of the mortgage loans included in the securities in which we

may invest in, and in such cases, the special servicer may take actions that could adversely affect our interests.

With respect to the LMM ABS in which we expect to invest, overall control over the special servicing of the related

underlying mortgage loans will be held by a directing certificate holder, which is appointed by the holders of the most

subordinate class of securities in such series. When we acquire investment-grade classes of existing series of securities

originally rated AAA, we will not have the right to appoint the directing certificate holder. In these cases, in connection

with the servicing of the specially serviced mortgage loans, the related special servicer may, at the direction of the

directing certificate holder, take actions with respect to the specially serviced mortgage loans that could adversely affect

our interests.

Any credit ratings assigned to our LMM loans and ABS assets will be subject to ongoing evaluations and revisions

and we cannot assure you that those ratings will not be downgraded.

Some of our LMM loan and ABS assets may be rated by Moody’s Investors Service (“Moody’s”), Standard & Poor’s, or

Fitch Ratings (“Fitch”). Any credit ratings on our LMM loans and ABS assets are subject to ongoing evaluation by credit

rating agencies, and we cannot assure you that any such ratings will not be changed or withdrawn by a rating agency in

the future if, in its judgment, circumstances warrant. Rating agencies may assign a lower than expected rating or reduce

or withdraw, or indicate that they may reduce or withdraw, their ratings of our LMM loans and ABS assets in the future.

In addition, we may acquire assets with no rating or with below investment grade ratings. If the rating agencies take

adverse action with respect to the rating of our LMM loans and ABS assets or if our unrated assets are illiquid, the value

of these LMM loans and ABS assets could significantly decline, which would adversely affect the value of our

investment portfolio and could result in losses upon disposition or the failure of borrowers to satisfy their debt service

obligations to us.

The receivables underlying the ABS we may acquire are subject to credit risks, liquidity risks, interest rate risks,

market risks, operations risks, structural risks and legal risks, which could result in losses to us.

We may acquire ABS where the underlying pool of assets consists primarily of LMM loans. The structure of an ABS,

and the terms of the investors’ interest in the underlying collateral, can vary widely depending on the type of collateral,

the desires of investors and the use of credit enhancements. Individual transactions can differ markedly in both structure

and execution. Important determinants of the risk associated with issuing or holding ABS include: (i) the relative

seniority or subordination of the class of ABS held by an investor, (ii) the relative allocation of principal, and interest

payments in the priorities by which such payments are made under the governing documents, (iii) the effect of credit

losses on both the issuing vehicle and investors’ returns, (iv) whether the underlying collateral represents a fixed set of

specific assets or accounts, (v) whether the underlying collateral assets are revolving or closed-end, (vi) the terms

(including maturity of the ABS) under which any remaining balance in the accounts may revert to the issuing vehicle and

(vii) the extent to which the entity that sold the underlying collateral to the issuing vehicle is obligated to provide support

to the issuing vehicle or to investors. With respect to some types of ABS, the foregoing risks are more closely correlated

with similar risks on corporate bonds of similar terms and maturities than with the performance of a pool of similar

assets. In addition, certain ABS (particularly subordinated ABS) provide that the non-payment of interest thereon in cash

will not constitute an event of default in certain circumstances, and the holders of such ABS will not have available to

them any associated default remedies. Interest not paid in cash will generally be capitalized and added to the outstanding

principal balance of the related security. Deferral of interest through such capitalization will reduce the yield on such

ABS.

Holders of ABS bear various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks,

structural risks and legal risks. Credit risk arises from (i) losses due to defaults by obligors under the underlying

collateral and (ii) the issuing vehicle’s or servicer’s failure to perform their respective obligations under the transaction

documents governing the ABS. These two risks may be related, as, for example, in the case of a servicer that does not

provide adequate credit-review scrutiny to the underlying collateral, leading to a higher incidence of defaults.

Market risk arises from the cash flow characteristics of the ABS, which for most ABS tend to be predictable. The

greatest variability in cash flows come from credit performance, including the presence of wind-down or acceleration

features designed to protect the investor in the event that credit losses in the portfolio rise well above expected levels.

33

Interest rate risk arises for the issuer from (i) the pricing terms on the underlying collateral, (ii) the terms of the interest

rate paid to holders of the ABS and (iii) the need to mark to market the excess servicing or spread account proceeds

carried on the issuing vehicle’s balance sheet. For the holder of the security, interest rate risk depends on the expected

life of the ABS, which may depend on prepayments on the underlying assets or the occurrence of wind-down or

termination events. If the servicer becomes subject to financial difficulty or otherwise ceases to be able to carry out its

functions, it may be difficult to find other acceptable substitute servicers and cash flow disruptions or losses may occur,

particularly with underlying collateral comprised of non-standard receivables or receivables originated by private

retailers who collect many of the payments at their stores.

Structural and legal risks include the possibility that, in a bankruptcy or similar proceeding involving the originator or

the servicer (often the same entity or affiliates), a court having jurisdiction over the proceeding could determine that,

because of the degree to which cash flows on the assets of the issuing vehicle may have been commingled with cash

flows on the originator’s other assets (or similar reasons), (i) the assets of the issuing vehicle could be treated as never

having been truly sold by the originator to the issuing vehicle and could be substantively consolidated with those of the

originator, or (ii) the transfer of such assets to the issuer could be voided as a fraudulent transfer. The time and expense

related to a challenge of such a determination also could result in losses and/or delayed cash flows.

Downgrades of the U.S. government’s sovereign credit rating and uncertain political and financial market conditions

may affect the terms or stability of securities issued or guaranteed by the U.S. federal government, which may

increase our future borrowing costs and adversely affect our portfolio.

Concerns related to political turmoil, federal borrowing and the federal budget deficit have increased the possibility of

additional credit rating downgrades and economic slowdowns in the U.S. Although U.S. lawmakers passed legislation to

raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term

sovereign credit rating on the U.S. The impact of this or any further downgrades to the U.S. government’s sovereign

credit rating or its perceived creditworthiness could affect the terms or stability of securities issued or guaranteed by the

federal government and the valuation or liquidity of our portfolio, and could result in our counterparties requiring

additional collateral for our borrowings. Further, increased instability in political and financial market conditions could

result in higher interest rates and a reduction in the availability of credit, increasing our borrowing costs. If we cannot

acquire, make or sell government-guaranteed or other loans, we may generate less interest income and fewer origination

fees, our ability to generate gains on sales of loans may decrease and our loan acquisitions, originations and results of

operations may be adversely affected.

Increases in interest rates could adversely affect the demand for new LMM loans, the value of our LMM loans and

ABS assets and the availability of our target assets, and they could cause our interest expense to increase, which

could result in reduced earnings or losses and negatively affect our profitability as well as the cash available for

distribution to our stockholders.

We may invest in LMM loans, LMM ABS and other real estate-related investments. Interest rates are highly sensitive to

many factors, including governmental monetary and tax policies, domestic and international economic and political

considerations, and other factors beyond our control. Rising interest rates generally reduce the demand for mortgage

loans due to the higher cost of borrowing. A reduction in the volume of mortgage loans originated may affect the volume

of our target assets available to us, which could adversely affect our ability to acquire assets that satisfy our investment

objectives. Rising interest rates may also cause our target assets that were issued prior to an interest rate increase to

provide yields that are below prevailing market interest rates. If rising interest rates cause us to be unable to acquire a

sufficient volume of our target assets with a yield that is above our borrowing cost, our ability to satisfy our investment

objectives and to generate income and make distributions may be materially and adversely affected.

The relationship between short-term and longer-term interest rates is often referred to as the “yield curve.” Ordinarily,

short-term interest rates are lower than longer-term interest rates. If short-term interest rates rise disproportionately

relative to longer-term interest rates (a flattening of the yield curve), our borrowing costs may increase more rapidly than

the interest income earned on our assets. Because we expect that our LMM loans and ABS assets generally will bear, on

average, interest based on longer-term rates than our borrowings, a flattening of the yield curve would tend to decrease

our net income and the fair market value of our net assets. Additionally, to the extent cash flows from LMM loans and

34

ABS assets that return scheduled and unscheduled principal are reinvested, the spread between the yields on the new

LMM loans and ABS assets and available borrowing rates may decline, which would likely decrease our net income. It

is also possible that short-term interest rates may exceed longer-term interest rates (a yield curve inversion), in which

event our borrowing costs may exceed our interest income and we could incur operating losses. Fair market values of our

LMM loans and ABS assets may decline without any general increase in interest rates for a number of reasons, such as

increases or expected increases in defaults, or increases or expected increases in voluntary prepayments for those LMM

loans and ABS assets that are subject to prepayment risk or widening of credit spreads.

In addition, in a period of rising interest rates, our operating results will depend in large part on the difference between

the income from our assets and our financing costs. We anticipate that, in most cases, the income from such assets will

respond more slowly to interest rate fluctuations than the cost of our borrowings. Consequently, changes in interest rates,

particularly short-term interest rates, may significantly influence our net income. Increases in these rates will tend to

decrease our net income and fair market value of our assets.

Some of our LMM loans will have interest rate features that adjust over time, and any interest rate caps on these

loans may reduce our income or cause it to suffer a loss during periods of rising interest rates.

Our floating rate mortgages are subject to periodic and lifetime interest rate caps. Periodic interest rate caps limit the

amount an interest rate can increase during any given period. Lifetime interest rate caps limit the amount an interest rate

can increase through maturity of a loan. Our borrowings, including our repurchase agreement and securitizations, are not

subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the interest rates paid on our

borrowings could increase without limitation while interest rate caps would limit the interest rates on our floating rate

mortgage loans. This problem is magnified with respect to our floating rate mortgage loans that are not fully indexed.

Further, some floating rate mortgage loans may be subject to periodic payment caps that result in a portion of the interest

being deferred and added to the principal outstanding. As a result, we could receive less cash income on floating rate

mortgage loans than we need to pay interest on our related borrowings. These factors could lower our net interest income

or cause us to suffer a loss during periods of rising interest rates.

Because we hold and may originate additional fixed-rate assets, an increase in interest rates on our borrowings may

adversely affect our book value.

Increases in interest rates may negatively affect the fair market value of our assets. Any fixed-rate assets we hold or

originate generally will be more negatively affected by these increases than adjustable-rate assets. In accordance with

accounting rules, we will be required to reduce our earnings for any decrease in the fair market value of our assets that

are accounted for under the fair value option. We will be required to evaluate our assets on a quarterly basis to determine

their fair value by using third-party bid price indications provided by dealers who make markets in these assets or by

third-party pricing services. If the fair value of an asset is not available from a dealer or third-party pricing service, we

will estimate the fair value of the asset using a variety of methods, including discounted cash flow analysis, matrix

pricing, option-adjusted spread models and fundamental analysis. Aggregate characteristics taken into consideration

include type of collateral, index, margin, periodic cap, lifetime cap, underwriting standards, age and delinquency

experience. However, the fair value reflects estimates and may not be indicative of the amounts we would receive in a

current market exchange. If we determine that a security is other-than-temporarily impaired, we would be required to

reduce the value of such security on our balance sheet by recording an impairment charge in our income statement and

our stockholders’ equity would be correspondingly reduced. Reductions in stockholders’ equity decrease the amounts we

may borrow to originate or purchase additional target assets, which could restrict our ability to increase our net income.

Because the assets we will hold and expect to acquire may experience periods of illiquidity, we may lose profits or be

prevented from earning capital gains if we cannot sell LMM loans and ABS assets at an opportune time.

We bear the risk of being unable to dispose of our assets at advantageous times or in a timely manner because LMM

loans and ABS assets generally experience periods of illiquidity. We believe that the lack of liquidity may result from

the absence of a willing buyer or an established market for these assets, as well as legal or contractual restrictions on

resale or the unavailability of financing for these assets. As a result, our ability to vary our portfolio in response to

changes in economic and other conditions may be relatively limited, which may cause us to incur losses.

35

Our non-U.S. assets may subject us to the uncertainty of foreign laws and markets and currency rate exposure.

We have invested in, and in the future may originate, invest in or acquire non-U.S. assets. Investments in countries

outside of the United States may subject us to risks of multiple and conflicting tax laws and regulations, and other laws

and regulations that may make foreclosure and the exercise of other remedies in the case of default more difficult or

costly compared to U.S. assets as well as political and economic instability abroad, any of which factors could adversely

affect our receipt of returns on and distributions from these assets. In addition, such assets may be denominated in

currencies other than U.S. dollars which would expose us to foreign currency risk.

Maintenance of our 1940 Act exception imposes limits on our operations.

We intend to conduct our operations so that neither we nor our subsidiaries are required to register as an investment

company under the 1940 Act. Section 3(a)(1)(A) of the 1940 Act defines an investment company as any issuer that is or

holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section

3(a)(1)(C) of the 1940 Act defines an investment company as any issuer that is engaged or proposes to engage in the

business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment

securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities

and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are

U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment

companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or

Section 3(c)(7) of the 1940 Act.

We intend to conduct our operations so that we do not come within the definition of an investment company under

Section 3(a)(1)(C) of the 1940 Act because fewer than 40% of our total assets on an unconsolidated basis will consist of

“investment securities.” The securities issued to us by any wholly-owned or majority-owned subsidiary that we currently

own or may form in the future that is excluded from the definition of “investment company” by Section 3(c)(1) or

3(c)(7) of the 1940 Act, together with any other investment securities we may own, may not have a value in excess of

40% of the value of our total assets on an unconsolidated basis. We will monitor our holdings to ensure continuing and

ongoing compliance with this test (or such other statutory exception that may be applicable to our business, e.g., Section

3(c)(6) of the 1940 Act). However, qualification for exclusion from registration under the 1940 Act will limit our ability

to make certain investments. In addition, we believe that we will not be considered an investment company under

Section 3(a)(1)(A) of the 1940 Act because we will not engage primarily or hold ourselves out as being engaged

primarily in the business of investing, reinvesting or trading in securities. Rather, we will be primarily engaged in the

non-investment company businesses of our subsidiaries, and thus the type of businesses in which we may engage

through our subsidiaries is limited.

In connection with the Section 3(a)(1)(c) analysis, the determination of whether an entity is a majority-owned subsidiary

of our Company is made by us. The 1940 Act defines a majority-owned subsidiary of a person as a company 50% or

more of the outstanding voting securities of which are owned by such person, or by another company which is a

majority-owned subsidiary of such person. The 1940 Act further defines voting securities as any security presently

entitling the owner or holder thereof to vote for the election of directors of a company. We will treat companies in which

we own at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40%

test. We may also treat securitization trusts as majority-owned subsidiaries for purposes of this analysis in cases where

the trust certificates or other interests issued by such securitization trusts are the functional equivalent of voting securities

and we hold a majority of such interests. We have not requested the SEC, or its staff, to concur or approve our treatment

of any securitization trust or other company as a majority-owned subsidiary and neither the SEC nor its staff has done so.

If the SEC, or its staff, were to disagree with our treatment of one of more companies as majority-owned subsidiaries, we

would need to adjust our strategy and our assets in order to continue to pass the 40% test. Any such adjustment in our

strategy could have a material adverse effect on us.

We believe that certain of our subsidiaries qualify to be excluded from the definition of investment company under the

1940 Act pursuant to Section 3(c)(5)(C) of the 1940 Act, which is available for entities “primarily engaged in the

business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exception

generally requires that at least 55% of such subsidiaries’ assets must be comprised of qualifying assets and at least 80%

of their total assets must be comprised of qualifying assets and real estate-related assets under the 1940 Act. We will

36

treat as qualifying assets for this purpose LMM loans and other mortgages, in each case meeting certain other

qualifications based upon SEC staff guidance and no-action letters. We will also treat as qualifying assets for this

purpose bridge loans wholly-secured by first priority liens on real estate that provide interim financing to borrowers

seeking short-term capital (with terms of generally up to three years), MBS representing ownership of an entire pool of

mortgage loans, and real estate-owned properties that may be acquired in connection with mortgage loan foreclosures.

We expect each of our subsidiaries relying on Section 3(c)(5)(C) may invest an additional 25% of its assets in either

qualifying assets or in other types of mortgages, interests in MBS or other securitizations, securities of REITs, and other

real estate-related assets. We expect each of our subsidiaries relying on Section 3(c)(5)(C) to rely on guidance published

by the SEC, or its staff, or if such guidance has not been published, on our own analyses to determine which assets are

qualifying real estate assets and real estate-related assets. To the extent that the SEC, or its staff, takes new or different

positions with respect to these matters, we may be required to adjust our strategy accordingly. Although we intend to

monitor our portfolio periodically and prior to each investment acquisition, there can be no assurance that we will be

able to maintain an exclusion for these subsidiaries. In addition, maintenance of the 1940 Act exception may limit our

ability to make certain investments and these limitations could result in the subsidiary holding assets we might wish to

sell or selling assets we might wish to hold.

There can be no assurance that the laws and regulations governing the 1940 Act status of REITs, including the SEC, or

its staff, providing more specific or different guidance regarding this exclusion, will not change in a manner that

adversely affects our operations. If our Company or our subsidiaries fail to maintain an exception or exemption from the

1940 Act, we could, among other things, be required either to (i) change the manner in which we conduct our operations

to avoid being required to register as an investment company, (ii) effect sales of our assets in a manner that, or at a time

when, we would not otherwise choose to do so, or (iii) register as an investment company, any of which would

negatively affect the value of our shares of common stock, the sustainability of our business model, and our ability to

make distributions which would have an adverse effect on our business and the value of our shares of common stock.

We and certain of our subsidiaries may in addition to, or alternatively rely on the exclusion from the definition of

investment company provided by Section 3(c)(6) to the extent that they hold mortgage assets through majority-owned

subsidiaries that rely on Section 3(c)(5)(C). Little interpretive guidance has been issued by the SEC, or its staff, with

respect to Section 3(c)(6) and any guidance published by the SEC, or its staff, could require us to adjust our strategy

accordingly. Although little interpretive guidance has been issued with respect to Section 3(c)(6), we believe that we or

certain of our subsidiaries may rely on Section 3(c)(6) if, among other things, 55% of the assets of such entity consist of,

and at least 55% of the income of such subsidiaries are derived from, qualifying real estate investment assets owned by

wholly-owned or majority-owned subsidiaries of such entity.

Qualification for exemption from registration under the 1940 Act will limit our ability to make certain investments. For

example, these restrictions can limit the ability of our subsidiaries to invest directly in MBS that represent less than the

entire ownership in a pool of mortgage loans, debt and equity tranches of securitizations and MBS, and real estate

companies or in assets not related to real estate.

No assurance can be given that the SEC, or its staff, will concur with our classification of our Company or our

subsidiaries’ assets or that the SEC, or its staff, will not, in the future, issue further guidance that may require us to

reclassify those assets for purposes of qualifying for an exclusion from regulation under the 1940 Act. To the extent that

the SEC staff provides more specific guidance regarding any of the matters bearing upon the definition of investment

company and the exceptions to that definition, we may be required to adjust our investment strategy accordingly.

Additional guidance from the SEC, or its staff, could provide additional flexibility to us, or it could further inhibit our

ability to pursue the investment strategy we have chosen. If the SEC, or its staff takes a position contrary to our analysis

with respect to the characterization of any of the assets or securities we invest in, we may be deemed an unregistered

investment company. Therefore, in order not to be required to register as an investment company, we may need to

dispose of a significant portion of our assets or securities or acquire significant other additional assets which may have

lower returns than our expected portfolio, or we may need to modify our business plan to register as an investment

company, which would result in significantly increased operating expenses and would likely entail significantly reducing

our indebtedness, which could also require us to sell a significant portion of our assets. We cannot assure you that we

would be able to complete these dispositions or acquisitions of assets, or deleveraging, on favorable terms, or at all.

Consequently, any modification of our business plan could have a material adverse effect on us.

37

Further, if the SEC determined that we were an unregistered investment company, we could be subject to monetary

penalties and injunctive relief in an action brought by the SEC, we would potentially be unable to enforce contracts with

third parties and third parties could seek to obtain rescission of transactions undertaken during the period for which it

was established that we were an unregistered investment company. Any of these results would have a material adverse

effect on us. Since we are not expected to be subject to the 1940 Act and the rules and regulations promulgated

thereunder, we will not be subject to its substantive provisions, including provisions requiring diversification of

investments, limiting leverage and restricting investments in illiquid assets.

Rapid changes in the values of our target assets may make it more difficult for us to maintain our qualification as a

REIT or our exclusion from the 1940 Act.

If the fair market value or income potential of our target assets declines as a result of increased interest rates, prepayment

rates, general market conditions, government actions or other factors, we may need to increase our real estate assets and

income or liquidate our non-qualifying assets to maintain our REIT qualification or our exclusion from the 1940 Act. If

the decline in real estate asset values or income occurs quickly, this may be especially difficult to accomplish. We may

have to make decisions that we otherwise would not make absent the REIT and 1940 Act considerations.

The working capital advances we provide to small businesses may become uncollectible, and large amounts of

uncollectible advances may adversely affect our performance.

We provide working capital advances to small businesses through the purchase of their future revenues. We enter into a

contract with the business whereby we pay the business an upfront amount in return for a specific amount of the

business’s future revenue receivables. Our working capital advance activity presents risks, including the illiquidity of the

cash advances; our critical reliance on certain individuals to operate the business; collection issues and challenges given

that working capital advances are generally unsecured; limited availability of financing sources, such as securitizations,

to fund such advances; and sensitivity to general economic and regulatory conditions. We face the risk that merchants

will fail to repay advances made by us in these transactions. Rates at which merchants do not repay amounts owed under

these transactions may be significantly affected by economic downturns or general economic conditions beyond our

control or beyond the control of the small businesses who repay the amounts advanced based on the volume of their

revenue streams. While we have established an allowance for doubtful purchased future receivables based on historical

and other objective information, it is also dependent on our subjective assessment based upon our experience and

judgment. Actual losses are difficult to forecast and, as a result, there can be no assurance that our allowance for losses

will be sufficient to absorb any actual losses. If we are unable to collect the full amount of the working capital advance

receivable we acquire through the advance, we may be required to expend monies in connection with remedial actions,

which expenditures could be material. In addition, the working capital advances that we make are relatively illiquid with

no established market for their purchase and sale, and there can be no assurance that we would be able to liquidate those

investments in a timely manner, or at all.

Providing working capital advances to small businesses through the purchase of its future revenue depends on our

ability to fund our working capital advances and collect payment on and service the working capital advances.

We rely on unaffiliated banks for the Automated Clearing House (“ACH”) transaction process used to disburse the

proceeds of working capital advances to our customers and to automatically collect scheduled payments on such working

capital advances. As we are not a bank, we do not have the ability to directly access the ACH payment network and must

therefore rely on an FDIC-insured depository institution to process our transactions. If we cannot continue to obtain such

services from our current institutions or elsewhere, or if we cannot transition to another processor quickly, our ability to

fund working capital advances and process payments will suffer. If we fail to fund working capital advances promptly as

expected, we risk loss of customers and damage to our reputation which could materially harm our business. If we fail to

adequately collect amounts owing in respect of the working capital advances, as a result of the loss of direct debiting or

otherwise, then payments to us may be delayed or reduced and our revenue and operating results may be harmed.

38

Risks Related to Our Company

Any disruption in the availability and/or functionality of our technology infrastructure and systems could adversely

impact our business.

Our ability to acquire and originate LMM loans and manage any related interest rate risks and credit risks is critical to

our success and is highly dependent upon the efficient and uninterrupted operation of our computer and communications

hardware and software systems. For example, we will rely on our proprietary database to track and maintain all loan

performance and servicing activity data for loans in our portfolio. This data is used to manage the portfolio, track loan

performance, develop and execute asset disposition strategies. In addition, this data is used to evaluate and price new

investment opportunities. Some of these systems will be located at our facility and some will be maintained by third-

party vendors. Any significant interruption in the availability and functionality of these systems could harm our business.

In the event of a systems failure or interruption by our third-party vendors, we will have limited ability to affect the

timing and success of systems restoration. If such interruptions continue for a prolonged period of time, it could have a

material and adverse impact on our business, results of operations and financial condition.

Cybersecurity risk and cyber incidents may adversely affect our business by causing a disruption to our operations, a

compromise or corruption of the security, confidentiality, availability, or integrity of our Company, employee,

customer, or third-party confidential information and/or damage to our reputation or business relationships, any of

which could negatively impact our financial results.

Our risk of a cyber incident or disruption, particularly through cyber-attacks or cyber intrusions, including by computer

threat actors, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and

sophistication of attempted attacks and intrusions from around the world have increased, particularly given the increased

use of artificial intelligence (“AI”) by threat actors to perpetuate cyberattacks. The result of these incidents may include

disrupted operations, misstated or unreliable financial data, lost profit, increased expenses, disrupted market price of our

common stock, misappropriation of assets, liability for stolen assets or information, increased cybersecurity protection

and insurance cost, regulatory enforcement, litigation and damage to our relationships. These risks require continuous

attention and resources from us to, among other actions, identify and quantify these risks, enhance and expand our

technological capabilities, systems and processes to adequately address them and provide periodic training for our

employees to assist them in detecting phishing, malware and other schemes. Such attention diverts time and other

resources from other activities and there is no assurance that our efforts will be effective. Potential sources for

disruption, damage or failure of our information technology systems include, without limitation, computer malware,

cyber incidents, phishing attempts, brute force attacks, exploiting software vulnerabilities (including “zero-day attacks”),

supply chain attacks, human error, natural disasters and defects in design. In addition, we cannot be certain that our

existing cyber insurance coverage will continue to be available on acceptable terms or that our insurers will not deny

coverage as to all or part of any future claim or loss.

Additionally, due to the size and nature of our Company, we rely on third-party service providers for many aspects of

our business. Notwithstanding our efforts to oversee and mitigate risks associated with our use of third-party service

providers, we can provide no assurance that the networks and systems that our third-party vendors have established or

use will be effective. As our reliance on technology has increased, so have the risks posed to both our information

systems and those provided by third-party service providers. We have implemented processes, procedures and internal

controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness

of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations or confidential

information will not be negatively impacted by such an incident.

Further, the SEC requires public companies to disclose any material cybersecurity incident affecting them on a Current

Report on Form 8-K within four business days of determining that such a material cybersecurity incident has occurred,

and to disclose on an annual basis any material information regarding their cybersecurity risk management, strategy and

governance. If we fail to comply with these requirements, we could incur regulatory fines and our reputation, business,

financial condition and results of operations could be harmed.

39

The use of AI by us, our Manager, our borrowers or third-party service providers could expose us to operational,

legal, regulatory, financial and competitive risks.

AI and machine learning technologies are increasingly being adopted across financial services, commercial real estate

finance, data analytics, valuation, underwriting and cybersecurity. We, our Manager, our borrowers and third-party

service providers may use or rely on AI-based tools in connection with investment analysis, underwriting, asset

management, valuation models, cybersecurity, data processing or other business functions. The use of AI involves risks

and challenges, including the potential for inaccurate or biased outputs, flawed assumptions, data privacy or

confidentiality compromises, cybersecurity vulnerabilities, intellectual property concerns, and evolving legal and

regulatory requirements. If AI-based tools or models are improperly designed, implemented or supervised, or if

underlying data is incorrect, misleading or incomplete, their use could result in flawed investment decisions, operational

disruptions, regulatory scrutiny, litigation exposure, or harm to our reputation and financial condition. In addition, the

legal and regulatory frameworks governing AI continue to evolve, and future laws, regulations or enforcement actions

could limit permissible uses of AI, increase compliance costs or impose liability for outcomes that may be difficult to

predict or control. Our inability, or the inability of our Manager or service providers, to effectively manage the risks

associated with AI or adapt to rapid technological change could adversely affect our business, financial condition and

results of operations.

We are highly dependent on information systems and communication systems; systems failures and other operational

disruptions could significantly affect our business, which may, in turn, negatively affect our operating results and our

ability to pay dividends to our stockholders.

Our business is highly dependent on our communications and our information systems, which may interface with or

depend on systems operated by third parties, including market counterparties, loan originators and other service

providers. Any failure or interruption of these systems could cause delays or other problems in our activities, including

in our target asset origination or acquisition activities, which could have a material adverse effect on our operating

results and negatively affect the value of our common stock and our ability to pay dividends to our stockholders.

Additionally, we rely heavily on financial, accounting and other data processing systems and operational risks arising

from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked,

evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial loss, the

disruption of our business, liability to third parties, regulatory intervention or reputational damage.

Accounting rules for certain of our transactions are highly complex and involve significant judgment and

assumptions. Changes in such rules, accounting interpretations or our assumptions could adversely impact our ability

to timely and accurately prepare our consolidated financial statements.

We are subject to Financial Accounting Standards Board (“FASB”) standards and interpretations that can result in

significant accounting changes that could have a material and adverse impact on our results of operations and financial

condition. Accounting rules for financial instruments, including the acquisition and sales or securitization of mortgage

loans, investments in ABS, derivatives, investment consolidations and other aspects of our anticipated operations are

highly complex and involve significant judgment and assumptions. For example, our estimates and judgments are based

on a number of factors, including projected cash flows from the collateral securing our LMM loans, the likelihood of

repayment in full at the maturity of a loan, potential for an LMM loan refinancing opportunity in the future and expected

market discount rates for varying property types. These complexities could lead to a delay in the preparation of financial

information and the delivery of this information to our stockholders.

Changes in accounting rules, interpretations or our assumptions could also undermine our ability to prepare timely and

accurate financial statements, which could result in a lack of investor confidence in our financial information and could

materially and adversely affect the market price of our common stock.

Provisions for credit losses are difficult to estimate.

Our provision for loan losses is evaluated on a quarterly basis. The determination of our provision for loan losses

requires us to make certain estimates and judgments, which may be difficult to determine. Our estimates and judgments

40

are based on a number of factors, including (1) whether cash from operations is sufficient to cover the debt service

requirements currently and into the future, (2) the ability of the borrower to refinance the loan and (3) the property’s

liquidation value, all of which remain uncertain and are subjective. Our estimates and judgments may not be correct and,

therefore, our results of operations and financial condition could be severely impacted.

Under the CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held

for investment, at the net amount expected to be collected. The measurement of expected credit losses is to be based on

past events including historical experience, current conditions, and reasonable and supportable forecasts that affect the

collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the

balance sheet and updated quarterly thereafter.

We may be unable to integrate prior or future acquisitions successfully and realize the anticipated synergies and

other expected benefits of such acquisitions on the anticipated timeframe or at all.

We have completed a number of acquisitions in the past that we believed presented revenue, profit and cost-saving

synergy opportunities and we continue to consider potential acquisitions from time to time. However, there can be no

assurance a contemplated acquisition will be completed, and this uncertainty could cause some third parties with whom

we do business to delay or defer decisions regarding entering into contracts or loan agreements or otherwise conducting

business with us, or to seek to change or cancel existing business relationships with us, any of which could negatively

affect our revenues, earnings, cash flows and expenses, regardless of whether the contemplated acquisition is completed.

Additionally, the integration of past and future acquisitions may require the devotion of significant management

attention and resources. Past and potential difficulties we may encounter in the integration process include, but are not

limited to, the following:

•the complexities of combining companies with different histories and portfolio assets;

•the difficulties or delays in redeploying the capital acquired in connection with an acquisition into the target

assets of the combined company;

•potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with an

acquisition; and

•performance shortfalls as a result of the diversion of management’s attention caused by completing an

acquisition and integrating the companies’ operations.

For all these reasons, you should be aware that it is possible that the integration process could result in the disruption of

our Company’s ongoing business or inconsistencies in our operations, services, standards, controls, policies and

procedures, any of which could adversely affect our ability to deliver investment returns to stockholders, to maintain

relationships with our key stakeholders and employees, to achieve the anticipated benefits of an acquisition, or otherwise

materially and adversely affect our business and financial results.

We may seek to sell one of our business segments in an effort to maximize shareholder value, which may adversely

affect our Company, our reputation, our results of operations and financial position or our stock price.

We continue to evaluate opportunities to restructure our business in an effort to maximize shareholder value, which

could include the divestiture of certain of our business segments. Divestitures are subject to numerous risks and

uncertainties, including, among others:

•the risk that a divestiture may not be completed in the expected time frame or at all;

•disruption of our management’s attention from ongoing business operations due to a proposed or pending

divestiture;

•the acceptance of a less than favorable sales price or other terms of sale;

41

•the potential loss of key personnel or operations;

•adverse reactions from our borrowers, lenders or other counterparties, or those of the divested business

segment;

•the risk of litigation, legal claims or other judicial or administrative proceedings arising from the divestiture;

•the risk that liabilities that arose in a business prior to divestiture, such as prior liabilities of our recently

divested Residential Mortgage Banking segment (formerly carried out by GMFS, LLC), could result in

indemnification obligations with respect to such divestiture; and

•negative reactions from market analysts and adverse impacts on our stock price.

A divestiture could result in significant costs to us and is subject to numerous risks, including those listed above. We

cannot provide any assurance that a sale of a business segment will be successful or will not harm our business, our

reputation our results of operations and financial position or our stock price.

Risks Related to Our Relationship with Waterfall

We depend on Waterfall and its key personnel for our success. We may not find a suitable replacement for Waterfall

if the management agreement is terminated, or if key personnel leave the employment of Waterfall or otherwise

become unavailable to us.

We are dependent on Waterfall for our day-to-day management. Our Chief Financial Officer, Chief Operating Officer

and Chief Credit Officer, who are employed by Waterfall, are dedicated exclusively to our business, along with several

of Waterfall’s accounting professionals. In addition, Waterfall or our Company may in the future hire additional

personnel that may be dedicated to our business. Waterfall is not obligated under the management agreement to dedicate

any of its personnel exclusively to our business, other than our Chief Financial Officer and an accounting professional,

nor is it or its personnel obligated to dedicate any specific portion of its or their time to our business. We will also be

responsible for the costs of our own employees. However, with the exception of our subsidiaries, which employ their

own personnel, we do not have and do not expect to have our own employees. Accordingly, we believe that our success

will depend to a significant extent upon the efforts, experience, diligence, skill and network of business contacts of the

executive officers and key personnel of Waterfall. The executive officers and key personnel of Waterfall will evaluate,

negotiate, structure, close and monitor our acquisitions of assets, and our success will depend on its continued service.

The departure of any of the executive officers or key personnel of Waterfall could have a material adverse effect on our

performance. In addition, we offer no assurance that Waterfall will remain our manager or that we will continue to have

access to Waterfall’s principals and professionals. The current term of our management agreement runs through October

31, 2026 and, unless terminated in accordance with its terms, our management agreement will automatically renew for a

successive one-year term on each anniversary thereafter. If the management agreement is terminated and no suitable

replacement is found to manage our Company, we may not be able to execute our business plan.

Should one or more of Waterfall’s key personnel leave the employment of Waterfall or otherwise become unavailable to

us, Waterfall may not be able to find a suitable replacement and we may not be able to execute certain aspects of our

business plan.

There are various conflicts of interest in our relationship with Waterfall which could result in decisions that are not

in the best interests of our stockholders.

We are subject to conflicts of interest arising out of our relationship with Waterfall and its affiliates. Our Chief Financial

Officer, Chief Operating Officer and Chief Credit Officer are dedicated exclusively to us, along with several of

Waterfall’s accounting professionals and an information technology professional. With the exception of our subsidiaries,

which employ their own personnel, we do not have and do not expect to have our own employees. In addition, we expect

that our Chief Executive Officer and Chief Investment Officer, President, portfolio managers and any other appropriate

personnel of Waterfall will devote such portion of their time to our affairs as is necessary to enable us to effectively

42

operate our business. Waterfall and our non-dedicated officers may have conflicts between their duties to us and their

duties to, and interests in, Waterfall and its affiliates. Waterfall is not required to devote a specific amount of time or the

services of any particular individual to our operations. Waterfall manages or provides services to other clients, and we

may compete with these other clients for Waterfall’s resources and support. The ability of Waterfall and its officers and

personnel to engage in other business activities may reduce the time they spend advising us.

There may also be conflicts in allocating assets that are suitable for us and other clients of Waterfall and its affiliates.

Waterfall manages a series of funds and a limited number of separate accounts, which focus on a range of ABS and other

credit strategies. None of these other funds or separate accounts focus on LMM loans as their primary business strategy.

To address certain potential conflicts arising from our relationship with Waterfall or its affiliates, Waterfall has agreed in

a side letter agreement with us that, for so long as the management agreement is in effect, neither it nor any of its

affiliates will (i) sponsor or manage any additional investment vehicle where we do not participate as an investor whose

primary investment strategy will involve LMM mortgage loans, unless Waterfall obtains the prior approval of a majority

of our Board (including a majority of our independent directors), or (ii) acquire a portfolio of assets, a majority of which

(by value or UPB) are LMM mortgage loans on behalf of another investment vehicle (other than acquisitions of LMM

ABS), unless we are first offered the investment opportunity and a majority of our Board (including a majority of our

independent directors) decide not to acquire such assets.

The side letter agreement does not cover LMM ABS acquired in the market and non-real estate secured loans and we

may compete with other existing clients of Waterfall and its affiliates, other funds managed by Waterfall that focus on a

range of ABS and other credit strategies and separately managed accounts, and future clients of Waterfall and its

affiliates in acquiring LMM ABS, non-real estate secured loans and portfolios of assets less than a majority of which (by

value or UPB) are LMM loans, and in acquiring other target assets that do not involve LMM loans.

We will pay Waterfall substantial management fees regardless of the performance of our portfolio. Waterfall’s

entitlement to a base management fee, which is not based upon performance metrics or goals, might reduce its incentive

to devote its time and effort to seeking assets that provide attractive risk-adjusted returns for our portfolio. This in turn

could hurt both our ability to make distributions to our stockholders and the market price of our common stock. The

management agreement was negotiated between related parties and their terms, including fees payable, may not be as

favorable to us as if they had been negotiated with unaffiliated third parties.

The termination of the management agreement may be difficult and require payment of a substantial termination fee

or other amounts, including in the case of termination for unsatisfactory performance, which may adversely affect

our inclination to end our relationship with Waterfall.

Termination of the management agreement without cause is difficult and costly. Our independent directors will review

Waterfall’s performance and the management fees annually and, following the initial term, the management agreement

may be terminated annually upon the affirmative vote of at least two-thirds of our independent directors, or by a vote of

the holders of at least a majority of the outstanding shares of our common stock (other than shares held by members of

our senior management team and affiliates of Waterfall), based upon: (i) Waterfall’s unsatisfactory performance that is

materially detrimental to our Company, or (ii) a determination that the management fees or incentive distribution payable

to Waterfall are not fair, subject to Waterfall’s right to prevent termination based on unfair fees by accepting a reduction

of management fees or incentive distribution agreed to by at least two-thirds of our independent directors. We must

provide Waterfall with 180 days prior notice of any such termination. Additionally, upon such a termination by us

without cause (or upon termination by Waterfall due to our material breach), the management agreement provides that

we will pay Waterfall a termination fee equal to three times the average annual base management fee earned by

Waterfall during the prior 24-month period immediately preceding the date of termination, calculated as of the end of the

most recently completed fiscal quarter prior to the date of termination, except upon an internalization. Additionally, if

the management agreement is terminated under circumstances in which we are obligated to make a termination payment

to Waterfall, our operating partnership shall repurchase, concurrently with such termination, the Class A special unit in

our operating partnership held by Waterfall entitling Waterfall to an incentive distribution from our operating partnership

for an amount equal to three times the average annual amount of the incentive distribution paid or payable in respect of

the Class A special unit during the 24-month period immediately preceding such termination, calculated as of the end of

the most recently completed fiscal quarter before the date of termination. These provisions may increase the cost to our

43

Company of terminating the management agreement and adversely affect our ability to terminate Waterfall without

cause.

If we internalize our management functions or if Waterfall is internalized by another sponsored program, we may be

unable to obtain key personnel, and the consideration we pay for any such internalization could exceed the amount of

any termination fee, either of which could have a material and adverse effect on our business, financial condition and

results of operations.

We may engage in an internalization transaction, become self-managed and, if this were to occur, certain key employees

may not become our employees but may instead remain employees of Waterfall or its affiliates. An inability to manage

an internalization transaction effectively could thus result in us incurring excess costs and suffering deficiencies in our

disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to

incur additional costs, and our management’s attention could be diverted from most effectively managing our

investments. Additionally, if another program sponsored by Waterfall internalizes Waterfall, key personnel of Waterfall,

who also are key personnel of the other sponsored program, would become employees of the other program and would

no longer be available to us. Any such loss of key personnel could adversely impact our ability to execute certain aspects

of our business plan. Furthermore, in the case of any internalization transaction, we expect that we would be required to

pay consideration to compensate Waterfall for the internalization in an amount that we will negotiate with Waterfall in

good faith and which will require approval of at least a majority of our independent directors. It is possible that such

consideration could exceed the amount of the termination fee that would be due to Waterfall if the conditions for

terminating the management agreement without cause are satisfied and we elected to terminate the management

agreement and payment of such consideration could have a material and adverse effect on our business, financial

condition and results of operations.

The Class A special unit entitling Waterfall to an incentive distribution may induce Waterfall to make certain

investments that may not be favorable to us, including speculative investments.

Under the partnership agreement of our operating partnership, Waterfall, the holder of the Class A special unit in our

operating partnership is entitled to receive an incentive distribution that may cause Waterfall to place undue emphasis on

the maximization of our “distributable earnings”, which is referred to as core earnings under the partnership agreement,

at the expense of other criteria, such as preservation of capital, to achieve a higher incentive distribution. Investments

with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our

portfolio. For a discussion of the calculation of distributable earnings under the partnership agreement, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Incentive Distribution

Payable to Waterfall” included in this Form 10-K.

Our Board will not approve each investment and financing decision made by Waterfall unless required by our

investment guidelines.

We have authorized Waterfall to follow broad investment guidelines established by our Board. Our Board periodically

reviews our investment guidelines and investment portfolio but does not, and is not required to, review all of our

proposed investments. These investment guidelines may be changed from time to time by our Board without the

approval of our stockholders. To the extent that our Board approves material changes to the investment guidelines, we

will inform our stockholders of such changes through disclosure in our periodic reports and other filings required under

the Exchange Act. In addition, in conducting its periodic reviews, our Board may rely primarily on information provided

to them by Waterfall. Furthermore, Waterfall may use complex strategies, and transactions entered into may be costly,

difficult or impossible to unwind by the time they are reviewed by our Board. Accordingly, Waterfall will have great

latitude in determining the types and amounts of target assets it may decide are attractive investments for us, which could

result in investment returns that are substantially below expectations or that result in losses, which would materially and

adversely affect our business operations and results.

44

Risks Related to Our SBL Business

We may encounter risks associated with originating or acquiring SBA and other government guaranteed loans.

We will originate SBA loans and sell the guaranteed portion of such SBA loans into the secondary market. These sales

may result in collecting cash premiums, creating a stream of future servicing spread or both. There can be no assurance

that we will originate these loans, that a secondary market will exist or that we will realize premiums upon the sale of the

guaranteed portion of these loans. The SBA periodically reviews the lending operations of participating lenders to assess,

among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA

may request corrective actions or impose enforcement actions, including revocation of the lender’s preferred lender

status. If we lose our status as a preferred lender, we may lose some or all of our customers to lenders who are SBA

preferred lenders, and as a result we could experience a material adverse effect on our financial results.

We may acquire SBA loans or originate SBA loans and sell the guaranteed portion of such SBA loans and retain the

credit risk on the non-guaranteed portion of such loans. We would then expect to share pro-rata with the SBA in any

recoveries. In the event of default on an SBA loan, our pursuit of remedies against a borrower would be subject to SBA

rules and in some instances SBA approval. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to

significant technical deficiencies in the manner in which the loan was originated, funded or serviced by us, the SBA may

seek recovery of the principal loss related to the deficiency from us. With respect to the guaranteed portion of SBA loans

that may be sold by us, the SBA would first honor its guarantee and then may seek compensation from us in the event

that a loss is deemed to be attributable to technical deficiencies. There can be no assurance that we will not experience a

loss due to significant deficiencies with our underwriting or servicing of SBA loans.

In certain instances, including liquidation or charge-off of an SBA guaranteed loan, we may have a receivable for the

SBA’s guaranteed portion of legal fees, operating expenses, property taxes paid etc. related to the loan or the collateral

(upon foreclosure). While we may believe expenses incurred were justified and necessary for the care and preservation

of the collateral and within the established rules of the SBA, there can be no assurance that the SBA will reimburse us. In

addition, obtaining reimbursement from the SBA may be a time consuming and lengthy process and the SBA may seek

compensation from us related to reimbursement of expenses that it does not believe were necessary for the care and

preservation of a loan or its collateral and no assurance can be given that the SBA will not decline to reimburse us for

our portion of material expenses.

In addition, we originate and service USDA guaranteed loan products through our subsidiary, ReadyCap Commercial.

These originated loans are either held-for-investment, placed into securitization structures, or sold. The origination and

servicing of these loans are subject to similar risks associated with the origination and servicing of SBA loans as

described above. The laws, regulations and standard operating procedures that are applicable to SBA and USDA loan

products may change at any time. Because government regulation greatly affects our business and financial results,

changes in the laws, regulations and procedures applicable to SBA and USDA loans could adversely affect our ability to

operate profitably.

A government shutdown or curtailment of the government-guaranteed loan programs could cut off an important

segment of our business, and may adversely affect our SBA loan program acquisitions, our SBA and USDA loan

program originations and our results of operations.

Although the SBA program has been in existence since 1953, there can be no assurance that the federal government will

maintain the SBA program, or that it will continue to guarantee loans at current levels. In addition, the SBA or USDA

may change their rules for loans or Congress or the new U.S. administration may adopt legislation that could have the

effect of discontinuing or changing these programs. If we cannot acquire, make or sell government-guaranteed loans, we

may generate less interest income, fewer origination fees, and our ability to generate gains on sale of loans may decrease.

From time-to-time, the government agencies that guarantee these loans reach their internally budgeted limits and cease to

guarantee loans for a stated time period. Non-governmental programs could replace government programs for some

borrowers, but the terms might not be equally acceptable. If these changes occur, the volume of loans to small business

and industrial borrowers of the types that now qualify for government-guaranteed loans could decline, as could the

profitability of these loans.

45

Our lending business could be materially and adversely affected by circumstances or events limiting the availability of

funds for SBA and USDA loan programs. A government shutdown occurred in October 2013, December 2018 and

October 2025, which affected the ability of entities to originate SBA and USDA loans because Congress failed to

approve a budget which in turn eliminated the availability of funds for these programs. A similar government shutdown

could occur in the future, which may affect our ability to originate government-guaranteed loans and to sell the

government-guaranteed portions of those loans in the secondary market. A government shutdown may adversely affect

our SBA loan program acquisitions, our SBA and USDA loan originations and our results of operations.

Risks Related to Financing and Hedging

We use leverage as part of our investment strategy, but we do not have a formal policy limiting the amount of debt we

may incur. Our Board may change our leverage policy without stockholder consent.

We finance the loans we originate through securitizations and other borrowings. For information on our committed and

outstanding financing arrangements see “Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations — Liquidity and Capital Resources” included in this Form 10-K. Over time, as market conditions

change, we plan to use these and other borrowings. The return on our assets and cash available for distribution to our

stockholders may be reduced to the extent that market conditions prevent us from leveraging our assets or cause the cost

of our financing to increase relative to the income that can be derived from the assets acquired. Our financing costs will

reduce cash available for distribution to stockholders. We may not be able to meet our financing obligations and, to the

extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. A

decrease in the value of our assets that are subject to repurchase agreement financing may lead to margin calls that we

will have to satisfy. We may not have the funds available to satisfy any such margin calls and may be forced to sell

assets at significantly depressed prices due to market conditions or otherwise, which may result in losses. The

satisfaction of any such margin calls may reduce cash flow available for distribution to our stockholders. Any reduction

in distributions to our stockholders may cause the value of our common stock to decline.

We have substantial debt maturing in 2026, including approximately $550 million of senior secured notes and

corporate debt, which could have a negative impact on our liquidity, results of operations, and book value.

We have substantial debt maturing in 2026, including approximately $550.0 million of senior secured notes and

corporate debt. We believe that our sources of liquidity will provide sufficient liquidity to fund ongoing obligations. Our

sources of liquidity include approximately $200.0 million of unrestricted cash and approximately $700.0 million of

unencumbered assets as of December 31, 2025, and we also expect to have net liquidity from portfolio maturities and

pending asset resolutions over the next 12 months, and may also sell additional assets. However, there can be assurances

regarding the amount of net liquidity that we will generate over the next 12 months. Furthermore, the combination of

these items may prevent us from utilizing liquidity to originate new loans or otherwise operate the business, and may

have a negative impact on our book value if we sell assets at less than their carrying value. These factors could have a

negative impact on our liquidity, results of operations and book value.  For more information, see “Liquidity and Capital

Resources”.

We may not be able to successfully complete additional securitization transactions, which could limit potential future

sources of financing and could inhibit the growth of our business.

We may use our existing credit facilities or repurchase agreements or, if we are successful in entering into definitive

documentation in respect of our other potential financing facilities, other borrowings to finance the origination and/or

acquisition of LMM loans until a sufficient quantity of eligible assets has been accumulated, at which time we would

refinance these short-term facilities or repurchase agreements through the securitization market, which could include the

creation of CMBS, collateralized debt obligations (“CDOs”), or the private placement of loan participations or other

long-term financing. When we employ this strategy, we are subject to the risk that we would not be able to obtain, during

the period that our short-term financing arrangements are available, a sufficient amount of eligible assets to maximize

the efficiency of a CMBS, CDO or private placement issuance. We are also subject to the risk that we will not be able to

obtain short-term financing arrangements or will not be able to renew any short-term financing arrangements after they

expire should we find it necessary to extend such short-term financing arrangements to allow more time to obtain the

necessary eligible assets for a long-term financing.

46

The inability to consummate securitizations of our portfolio to finance our LMM loan and ABS assets on a long-term

basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune

time or price, which could have a material and adverse effect on our business, financial condition and results of

operations.

Through certain of our subsidiaries, we may engage in securitization transactions relating to mortgage loans, which

would expose us to potentially material risks.

Through certain of our subsidiaries we may engage in securitization transactions relating to mortgage loans, which

generally would require us to prepare marketing and disclosure documentation, including term sheets and prospectuses,

which include disclosures regarding the securitization transactions and the assets being securitized. If our marketing and

disclosure documentation are alleged or found to contain inaccuracies or omissions, we may be liable under federal and

state securities laws (or under other laws) for damages to third parties that invest in these securitization transactions,

including in circumstances where we relied on a third party in preparing accurate disclosures, or we may incur other

expenses and costs in connection with disputing these allegations or settling claims.

In recent years there has also been debate as to whether there are defects in the legal process and legal documents

governing transactions in which securitization trusts and other secondary purchasers take legal ownership of mortgage

loans and establish their rights as first priority lien holders on underlying mortgaged property. To the extent there are

problems with the manner in which title and lien priority rights were established or transferred, securitization

transactions that we may sponsor and third-party sponsored securitizations that we hold investments in may experience

losses, which could expose us to losses and could damage our ability to engage in future securitization transactions.

Our potential securitization activities could expose us to litigation, adversely affecting our business and financial

results.

Through certain of our subsidiaries we may engage in or participate in securitization transactions relating to mortgage

loans. As a result of declining property values, increasing defaults, changes in interest rates, or other factors, the

aggregate cash flows from the loans held by any securitization entity that we may sponsor and the securities and other

assets held by these entities may be insufficient to repay in full the principal amount of ABS issued by these

securitization entities. We do not expect to be directly liable for any of the ABS issued by these entities. Nonetheless,

third parties who hold the ABS issued by these entities may try to hold us liable for any losses they experience, including

through claims under federal and state securities laws or claims for breaches of representations and warranties we would

make in connection with engaging in these securitization transactions.

Defending a lawsuit can consume significant resources and may divert management’s attention from our operations. We

may be required to establish reserves for potential losses from litigation, which could be material. To the extent we are

unsuccessful in our defense of any lawsuit, we could suffer losses, which could be in excess of any reserves established

relating to that lawsuit, and these losses could be material.

We may be required to repurchase mortgage loans or indemnify investors if we breach representations and

warranties, which could harm our earnings.

We have sold and, on occasion, consistent with our qualification as a REIT and our desire to avoid being subject to the

“prohibited transaction” penalty tax, we may sell some of our loans in the secondary market or as a part of a

securitization of a portfolio of our loans. When we sell loans, we are required to make customary representations and

warranties about such loans to the loan purchaser. Our mortgage loan sale agreements may require us to repurchase or

substitute loans in the event we breach a representation or warranty given to the loan purchaser. In addition, we may be

required to repurchase loans as a result of borrower fraud or in the event of early payment default on a mortgage loan.

Likewise, we may be required to repurchase or substitute loans if we breach a representation or warranty in connection

with our securitizations, if any.

The remedies available to a purchaser of mortgage loans are generally broader than those available to us against the

originating broker or correspondent. Further, if a purchaser enforces its remedies against us, we may not be able to

47

enforce the remedies we have against the sellers. The repurchased loans typically can only be financed at a steep

discount to their repurchase price, if at all. They are also typically sold at a significant discount to the UPB. Significant

repurchase activity could harm our cash flow, results of operations, financial condition and business prospects.

Certain financing arrangements restrict our operations and expose us to additional risk.

Our existing financing arrangements, including our senior secured notes, corporate debt, and our future financing

arrangements are or will be governed by a credit agreement, indenture or other instrument containing covenants

restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future

may have rights, preferences and privileges more favorable than those of our common stock. We will bear the cost of

issuing and servicing such credit facilities, arrangements or securities.

These restrictive covenants and operating restrictions could have a material adverse effect on our operating results, cause

us to lose our REIT status, restrict our ability to finance or securitize new originations and acquisitions, force us to

liquidate collateral and negatively affect the market price of our common stock and our ability to pay dividends. For

further information on these covenants see “Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations — Liquidity and Capital Resources” included in this Form 10-K.

Our securitizations may also reduce and/or restrict our available cash needed to pay dividends to our stockholders in

order to satisfy the REIT requirements. Under the terms of the securitization, excess interest collections with respect to

the securitized loans are distributed to us as the trust certificate holder once the overcollateralization target is reached and

maintained. If the securitized loans experience delinquencies exceeding default triggers specified in the securitizations,

the excess interest collections will be paid to the noteholders as additional principal payments on the notes. If excess

interest collections are paid to noteholders rather than to us, we will be required to use cash from other sources to pay

dividends to our stockholders in order to satisfy the REIT requirements or to fund our ongoing operations.

The repurchase agreements that we will use to finance our assets will restrict us from leveraging our assets as fully as

desired and may require us to provide additional collateral.

We may use credit facilities together with other borrowings structured as repurchase agreements to finance our assets. If

the market value of the assets pledged or sold by us under a repurchase agreement borrowing to a financing institution

declines, we will normally be required by the financing institution to pay down a portion of the funds advanced, but we

may not have the funds available to do so, which could result in defaults. Repurchase agreements that we may use in the

future may also require us to provide additional collateral if the market value of the assets pledged or sold by us to a

financing institution declines. Posting additional collateral to support our credit will reduce our liquidity and limit our

ability to leverage our assets, which could adversely affect our business. In the event we do not have sufficient liquidity

to meet such requirements, financing institutions can accelerate repayment of our indebtedness, increase interest rates,

liquidate our collateral or terminate our ability to borrow. Such a situation would likely result in a rapid deterioration of

our financial condition and possibly necessitate a filing for bankruptcy protection. For further information on our

repurchase agreements see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations — Liquidity and Capital Resources” included in this Form 10-K.

Further, financial institutions providing the repurchase facilities may require us to maintain a certain amount of cash that

is not invested or to set aside non-leveraged assets sufficient to maintain a specified liquidity position that would allow

us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would

choose, which could reduce our return on equity. If we are unable to meet these collateral obligations, our financial

condition could deteriorate rapidly.

If a counterparty to our repurchase transactions defaults on its obligation to resell the underlying asset back to us at

the end of the transaction term, or if the value of the underlying asset has declined as of the end of that term, or if we

default on our obligations under the repurchase agreement, we will incur losses on our repurchase transactions.

Under repurchase agreement financings, we generally sell assets to lenders (that is, repurchase agreement counterparties)

and receive cash from the lenders. The lenders are obligated to resell the same assets back to us at the end of the term of

the transaction, which typically ranges from 30 to 90 days, but which may have terms of up to 364 days or longer.

48

Because the cash we will receive from the lender when it initially sells the assets to the lender is less than the value of

those assets (this is referred to as the haircut), if the lender defaults on its obligation to resell the same assets back to us,

we would incur a loss on the transaction equal to the amount of the haircut (assuming no change in the value of the

assets). We would also incur losses on a repurchase transaction if the value of the underlying assets has declined as of

the end of the transaction term, as we would have to repurchase the assets for their initial value but would receive assets

worth less than that amount. Further, if we default on one of our obligations under a repurchase transaction, the lender

will be able to terminate the transaction and cease entering into any other repurchase transactions with us. It is also

possible that our repurchase agreements will contain cross-default provisions, so that if a default occurs under any one

agreement, the lenders under our other agreements could also declare a default. If a default occurs under any of our

repurchase agreements and the lenders terminate one or more of our repurchase agreements, we may need to enter into

replacement repurchase agreements with different lenders. There can be no assurance that we will be successful in

entering into such replacement repurchase agreements on the same terms as the repurchase agreements that were

terminated or at all. Any losses we incur on our repurchase transactions could adversely affect our earnings and thus our

cash available for distribution to our stockholders.

Our rights under our repurchase agreements may be subject to the effects of bankruptcy laws in the event of the

bankruptcy or insolvency of our Company or our lenders under the repurchase agreements, which may allow our

lenders to repudiate our repurchase agreements.

In the event of insolvency or bankruptcy, repurchase agreements normally qualify for special treatment under the

Bankruptcy Code, the effect of which, among other things, would be to allow the lender under the applicable repurchase

agreement to avoid the automatic stay provisions of the Bankruptcy Code and to foreclose on the collateral agreement

without delay. In the event of the insolvency or bankruptcy of a lender during the term of a repurchase agreement, the

lender may be permitted, under applicable insolvency laws, to repudiate the contract, and our claim against the lender for

damages may be treated simply as an unsecured creditor. In addition, if the lender is a broker or dealer subject to the

Securities Investor Protection Act of 1970, or an insured depository institution subject to the Federal Deposit Insurance

Act, our ability to exercise our rights to recover our securities under a repurchase agreement or to be compensated for

any damages resulting from the lender’s insolvency may be further limited by those statutes. These claims would be

subject to significant delay and, if and when received, may be substantially less than the damages we actually incur.

The change of control provisions in our senior secured notes, corporate debt and the related indentures could deter,

delay or prevent an otherwise beneficial merger, acquisition, tender offer or other takeover attempt involving our

Company.

The change of control provisions in our senior secured notes, corporate debt and related indentures could make it more

difficult or more expensive for a third-party to acquire our Company. If a merger, acquisition, tender offer or other

takeover attempt involving our Company by a third-party constitutes a change of control under the related indentures,

we, ReadyCap Holdings, LLC (“ReadyCap Holdings”), or RCC Merger Sub, LLC may be required to offer to

repurchase all of our senior secured notes and corporate debt. As a result, our obligations under our senior secured notes

and corporate debt could increase the cost of acquiring our Company or otherwise discourage a third party from

acquiring our Company.

We may enter into hedging transactions that could expose us to contingent liabilities in the future and adversely

impact our financial condition.

Subject to maintaining our qualification as a REIT, part of our strategy involves entering into hedging transactions that

could require us to fund cash payments in certain circumstances (such as the early termination of a hedging instrument

caused by an event of default or other early termination event). The amount due would be equal to the unrealized loss of

the open swap positions with the respective counterparty and could also include other fees and charges, and these

economic losses will be reflected in our results of operations. We may also be required to provide margin to our

counterparties to collateralize our obligations under hedging agreements. Our ability to fund these obligations will

depend on the liquidity of our assets and access to capital at the time. The need to fund these obligations could adversely

impact our financial condition.

49

Hedging against interest rate exposure may adversely affect our earnings, which could reduce our cash available for

distribution to our stockholders.

Subject to maintaining our qualification as a REIT, we will likely pursue various hedging strategies to seek to reduce our

exposure to adverse changes in interest and foreign currency rates. Our hedging activity will vary in scope based on the

level and volatility of interest rates, exchange rates, the type of assets held and other changing market conditions.

Hedging may fail to protect or could adversely affect us because, among other things:

•interest rate, currency and/or credit hedging can be expensive and may result in us receiving less interest

income;

•available interest rate hedges may not correspond directly with the interest rate risk for which protection is

sought;

•the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting

rules to reflect changes in fair value and any downward adjustments or “mark-to-market” losses would reduce

earnings or stockholders’ equity;

•the market value of derivatives used for hedging may decrease from time to time, which may require us to

deliver additional margin to our counterparties;

•the amount of income that a REIT may earn from non-qualifying hedging transactions (other than through

TRSs) to offset interest rate losses is limited by U.S. federal tax provisions governing REITs;

•the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent

that it impairs our ability to sell or assign our side of the hedging transaction;

•the hedging counterparty owing money in the hedging transaction may default on its obligation to pay; and

•the duration of the hedge may not match the duration of the related liability.

In general, when we acquire an LMM loan or ABS asset, we may, but are not required to, enter into an interest rate swap

agreement or other hedging instrument that effectively fixes our borrowing costs for a period close to the anticipated

average life of the fixed-rate portion of the related assets. This strategy is designed to protect us from rising interest rates,

because the borrowing costs are fixed for the duration of the fixed-rate portion of the related LMM loan or ABS asset.

However, if prepayment rates decrease in a rising interest rate environment, the life of the fixed-rate portion of the

related assets could extend beyond the term of the swap agreement or other hedging instrument. This could have a

negative impact on our results of operations, as borrowing costs would no longer be fixed after the end of the hedging

instrument while the income earned on the LMM loan or ABS asset would remain fixed. This situation may also cause

the market value of our LMM loan or ABS asset to decline, with little or no offsetting gain from the related hedging

transactions. In extreme situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us

to incur losses.

In addition, the use of this swap hedging strategy effectively limits increases in our book value in a declining rate

environment, due to the effectively fixed nature of our hedged borrowing costs. In an extreme rate decline, prepayment

rates on our assets might actually result in certain of our assets being fully paid off while the corresponding swap or

other hedge instrument remains outstanding. In such a situation, we may be forced to terminate the swap or other hedge

instrument at a level that causes us to incur a loss.

Our hedging transactions, which are intended to limit losses, may actually adversely affect our earnings, which could

reduce our cash available for distribution to our stockholders.

50

Our use of derivatives may expose us to counterparty and other risks.

We will likely enter into over-the-counter interest rate swap agreements to hedge risks associated with movements in

interest rates. Because such interest rate swaps are not cleared through a central counterparty, the counterparty’s

performance is not guaranteed by a clearing house. As a result, if a swap counterparty cannot perform under the terms of

an interest rate swap, we would not receive payments due under that agreement, we may lose any unrealized gain

associated with the interest rate swap and the hedged liability would cease to be hedged by the interest rate swap. We

may also be at risk for any collateral we have pledged to secure our obligation under the interest rate swap if the

counterparty becomes insolvent or files for bankruptcy.

The business failure of a hedging counterparty with whom we enter into a hedging transaction will most likely result in

its default. Default by a party with whom we enter into a hedging transaction may result in the loss of unrealized profits

and force us to cover our commitments, if any, at the then current market price. Although generally we will seek to

reserve the right to terminate our hedging positions, we may not always be able to dispose of or close out a hedging

position without the consent of the hedging counterparty and we may not be able to enter into an offsetting contract in

order to cover our risk. We cannot provide any assurances that a liquid secondary market will exist for hedging

instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could

result in losses.

Derivative instruments are also subject to liquidity risk and may be difficult or impossible to sell, close out or replace

quickly and at the price that reflects the fundamental value of the instrument. Although both over-the-counter and

exchange-traded markets may experience lack of liquidity, over-the-counter, non-standardized derivative transactions are

generally less liquid than exchange-traded instruments.

Furthermore, derivative transactions are subject to increasing statutory and other regulatory requirements and, depending

on the identity of the counterparty, applicable international requirements. Any actions taken by regulators could

constrain our strategy and could increase our costs, either of which could materially and adversely impact our operations.

In particular, the Dodd-Frank Act requires certain derivatives, including certain interest rate swaps, to be executed on a

regulated market and cleared through a central counterparty. Unlike uncleared swaps, the counterparty for the cleared

swaps is the clearing house, which reduces counterparty risk. However, cleared swaps require us to appoint clearing

brokers and to post margin in accordance with the clearing house’s rules, which has resulted in increased costs for

cleared swaps over uncleared swaps. Regulators have also mandated margin requirements with respect to uncleared

swaps under certain circumstances. These rules require us to post margin for uncleared swaps with swap dealers. The

margin for both cleared and uncleared swaps will generally be limited to cash and certain types of securities. These

requirements may increase the costs of hedging and induce us to change or reduce our use of hedging transactions.

Regulation as a commodity pool operator could subject us to additional regulation and compliance requirements,

which could materially adversely affect our business and financial condition.

The Dodd-Frank Act extended the reach of commodity regulations for the first time to include not just traditional futures

contracts but also derivative contracts referred to as “swaps.” As a consequence of this change, any investment fund that

trades in swaps may be considered a “commodity pool,” which would cause its operator to be regulated as a commodity

pool operator (“CPO”). Under the new requirements, CPOs must register or file for an exemption from registration with

the National Futures Association, the self-regulatory organization for swaps and other financial instruments regulated by

the U.S. Commodity Futures Trading Commission (“CFTC”), and become subject to regulation by the CFTC, including

with respect to disclosure, recordkeeping and reporting.

On December 7, 2012, the CFTC issued a no-action letter that provides mortgage REITs relief from such registration

(the “No-Action Letter”), if they meet certain conditions and submit a claim for such no-action relief by email to the

CFTC. We believe we will meet the conditions set forth in the No-Action Letter and we have filed our claim with the

CFTC to perfect the use of the no-action relief from registration. However, if in the future we do not meet the conditions

set forth in the No-Action Letter or the relief provided by the No-Action Letter becomes unavailable for any other reason

and we are unable to obtain another exemption from registration, we may be required to reduce or eliminate our use of

interest rate swaps or vary the manner in which we deploy interest rate swaps in our business and we or our directors

51

may be required to register with the CFTC as CPOs and Waterfall may be required to register as a “commodity trading

advisor” with the CFTC, which will require compliance with CFTC rules and subject us, our Board and Waterfall to

regulation by the CFTC. In the event registration for our Company, our directors or Waterfall is required but is not

obtained, we, our Board or Waterfall may be subject to fines, penalties and other civil or governmental actions or

proceedings, any of which could have a material adverse effect on our business, financial condition and results of

operations. The costs of compliance with the CFTC regulations, or the changes to our hedging strategy necessary to

avoid their application, could have a material adverse effect on our business, financial condition and results of

operations.

If we attempt to qualify for hedge accounting treatment for our derivative instruments, but we fail to qualify, we may

suffer losses because losses on the derivatives that we enter into may not be offset by a change in the fair value of the

related hedged transaction.

We record derivative and hedging transactions in accordance with GAAP. Under these standards, we may fail to qualify

for, or choose not to elect, hedge accounting treatment for a number of reasons, including if we use instruments that do

not meet the definition of a derivative (such as short sales), we fail to satisfy hedge documentation, and hedge

effectiveness assessment requirements or our instruments are not highly effective. If we fail to qualify for, or choose not

to elect, hedge accounting treatment, our operating results may be volatile because changes in the fair value of the

derivatives that we enter into may not be offset by a change in the fair value of the related hedged transaction or item.

Risks Related to Taxation as a REIT

Our failure to qualify as a REIT, or the failure of our predecessor to qualify as a REIT, would subject us to U.S.

federal income tax and applicable state and local taxes, which would reduce the amount of cash available for

distribution to our stockholders.

We have been organized and operated and intend to continue to operate in a manner that will enable us to qualify as a

REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011. We have not

requested and do not intend to request a ruling from the Internal Revenue Service (the “IRS”), that we qualify as a REIT.

The U.S. federal income tax laws governing REITs are complex, and judicial and administrative interpretations of the

U.S. federal income tax laws governing REIT qualification are limited. The complexity of these provisions and of

applicable Treasury Regulations is greater in the case of a REIT that, like us, holds our assets through a partnership. To

qualify as a REIT, we must meet, on an ongoing basis, various tests regarding the nature of our assets and our income,

the ownership of our outstanding shares, and the amount of our distributions. Our ability to satisfy the asset tests depends

on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise

determination, and for which we may not obtain independent appraisals. Moreover, new legislation, court decisions or

administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us to

qualify as a REIT. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions

of third parties over which we have no control or only limited influence, including in cases where we own an equity

interest in an entity that is classified as a partnership for U.S. federal income tax purposes. Furthermore, we hold certain

assets through our ownership interest in Ready Capital Subsidiary REIT I, LLC, which we refer to as our subsidiary

REIT. Our ability to qualify as a REIT is dependent in part on the REIT qualification of our subsidiary REIT, which is

required to separately satisfy each of the REIT requirements in order to qualify as a REIT. Thus, while we intend to

operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing

importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be

given that we will so qualify for any particular year. These considerations also might restrict the types of assets that we

can acquire in the future.

If we fail to qualify as a REIT in any taxable year, and do not qualify for certain statutory relief provisions, we would be

required to pay U.S. federal income tax on our taxable income, and distributions to our stockholders would not be

deductible by us in determining our taxable income. In such a case, we might need to borrow money or sell assets in

order to pay our taxes. Our payment of income tax would decrease the amount of our income available for distribution to

our stockholders. Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to

distribute substantially all of our net taxable income to our stockholders. In addition, unless we were eligible for certain

52

statutory relief provisions, we could not re-elect to qualify as a REIT until the fifth calendar year following the year in

which we failed to qualify.

The percentage of our assets represented by TRSs and the amount of our income that we can receive in the form of

TRS dividends and interest are subject to statutory limitations that could jeopardize our REIT qualification and could

limit our ability to acquire or force us to liquidate otherwise attractive investments.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying

income if earned directly by the parent REIT. In order to treat a subsidiary of the REIT as a TRS, both the subsidiary and

the REIT must jointly elect to treat the subsidiary as a TRS. In order to qualify as a REIT, for taxable years ending

before January 1, 2026, no more than 20% of the value of our gross assets at the end of each calendar quarter may

consist of securities of one or more TRSs. For taxable years beginning on or after January 1, 2026, no more than 25% of

the value of our gross assets at the end of each calendar quarter may consist of securities of one or more TRSs. A

significant portion of our activities are conducted through our TRSs, and we expect that such TRSs will, at times, hold

significant assets.

We have elected, together with certain of our subsidiaries, for each such entity to be treated as a TRS, and we may make

TRS elections with respect to certain other entities we may form in the future (collectively referred to herein as "our

TRSs"). While we intend to manage our affairs so as to satisfy the TRS limitation, there can be no assurance that we will

be able to do so in all market circumstances.

In order to satisfy the TRS limitation, we have been required to and may in the future be required to acquire assets that

we otherwise would not acquire, liquidate or restructure assets that we hold through our TRSs, or otherwise engage in

transactions that we would not otherwise undertake absent the requirements for REIT qualifications. Each of these

actions could reduce the distributions available to our stockholders. In addition, we and our subsidiary REIT have made

loans to our TRSs that meet the requirements to be treated as qualifying investments of new capital, which is generally

treated as a real estate asset under the Code. Because such loans are treated as real estate assets for purposes of the REIT

requirements, we do not treat these loans as TRS securities for purposes of the TRS asset limitation, which is consistent

with private rulings issued by the IRS. However, no assurance can be provided that the IRS may not successfully assert

that such loans should be treated as securities of our TRSs or our subsidiary REIT's TRSs, which could adversely impact

our qualification as a REIT. In addition, our TRSs have obtained financing in transactions in which we and our other

subsidiaries have provided guaranties and similar credit support. Although we believe that these financings are properly

treated as financings of our TRSs for U.S. federal income tax purposes, no assurance can be provided that the IRS would

not assert that such financings should be treated as issued by other entities in our structure, which could impact our

compliance with the TRS limitation and the other REIT requirements. Moreover, no assurance can be provided that we

will be able to successfully manage our asset composition in a manner that causes us to satisfy the TRS limitation each

quarter, and our failure to satisfy this limitation could result in our failure to qualify as a REIT.

Any distributions we receive from our TRSs are classified as dividend income to the extent of the earnings and profits of

the distributing corporation. Any of our TRSs may from time to time need to make such distributions in order to keep the

value of our TRSs below 20% or 25%, as applicable, of our total assets. However, TRS dividends will generally not

constitute qualifying income for purposes of one of the tests we must satisfy to qualify as a REIT, namely, that at least

75% of our gross income must in each taxable year generally be from real estate assets. While we will continue to

monitor our compliance with both this gross income test and the limitation on the percentage of our assets represented by

securities of our TRSs, and intend to conduct our affairs so as to comply with both, the two may at times be in conflict

with one another. As an example, it is possible that we may wish to distribute a dividend from a TRS in order to reduce

the value of our TRSs below the required threshold of our assets, but be unable to do so without violating the

requirement that 75% of our gross income in the taxable year be derived from real estate assets. Although there are other

measures we can take in such circumstances in order to remain in compliance, there can be no assurance that we will be

able to comply with both of these tests in all market conditions.

53

Complying with REIT requirements may force us to liquidate or forego otherwise attractive investments, which could

reduce returns on our assets and adversely affect returns to our stockholders.

To qualify as a REIT, we must generally ensure that at least 75% of our gross income for each taxable year, excluding

certain amounts, is derived from certain real property-related sources, and at least 95% of our gross income for each

taxable year, excluding certain amounts, is derived from certain real property-related sources and passive income such as

dividends and interest. In addition, we generally must ensure that at the end of each calendar quarter at least 75% of the

value of our total assets consists of cash, cash items, government securities and qualified REIT real estate assets,

including certain mortgage loans. The remainder of our investment in securities (other than government securities and

qualifying real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one

issuer or more than 10% of the total value of the outstanding securities of any one issuer.

In addition, in general, no more than 5% of the value of our assets (other than government securities and qualifying real

estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of our assets may consist

of “nonqualified publicly offered REIT debt instruments.” Further, for taxable years ending before January 1, 2026, no

more than 20% of the value of our total assets can be represented by stock and securities of one or more TRSs. For

taxable years beginning on or after January 1, 2026, no more than 25% of the value of our total assets can be represented

by stock and securities of one or more TRSs. If we fail to comply with these requirements at the end of any quarter, we

must correct the failure within 30 days after the end of such calendar quarter or qualify for certain statutory relief

provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be

required to liquidate otherwise attractive investments from our portfolio. These actions could have the effect of reducing

our income and amounts available for distribution to our stockholders. In addition, if we are compelled to liquidate our

investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately

jeopardizing our qualification as a REIT. The REIT requirements described above may also restrict our ability to sell

REIT-qualifying assets, including asset sales made in connection with a disposition of certain segments of our business

or in connection with a liquidation of us, without adversely impacting our qualifications as a REIT. Furthermore, we

may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily

available for distribution, and may be unable to pursue investments that would be otherwise advantageous to us in order

to satisfy the source of income or asset diversification requirements for qualifying as a REIT.

In addition, certain assets that we hold or intend to hold, including unsecured loans, loans secured by both real property

and personal property where the fair market value of the personal property exceeds 15% of the total fair market value of

all of the property securing the loan, and interests in ABS secured by assets other than real property or mortgages on real

property or on interests in real property, are not qualified and will not be qualified real estate assets for purposes of the

asset tests. Accordingly, our ability to invest in such assets will be limited, and our investment in such assets could cause

us to fail to qualify as a REIT if our holdings in such assets do not satisfy such limitations.

Distributions from us or gain on the sale of our common stock may be treated as unrelated business taxable income,

or “UBTI”, to U.S. tax-exempt holders of common stock.

If (i) all or a portion of our assets are subject to the rules relating to taxable mortgage pools, (ii) a tax-exempt U.S. person

has incurred debt to purchase or hold our common stock, (iii) we purchase real estate mortgage investment conduit

(“REMIC”) residual interests that generate “excess inclusion income,” or (iv) we are a “pension held REIT,” then a

portion of the distributions with respect to our common stock and, in the case of a U.S. person described in clause (ii),

gains realized on the sale of such common stock by such U.S. person, may be subject to U.S. federal income tax as UBTI

under the Code. We have engaged in certain securitization transactions that are treated as taxable mortgage pools for

U.S. federal income tax purposes. Although we believe that such transactions are structured in a manner so that they

should not cause any portion of the distributions in our shares to be treated as excess inclusion income, no assurance can

be provided that the IRS would not assert a contrary position.

The REIT distribution requirements could adversely affect our ability to execute our business plan and may require

us to incur debt, sell assets or take other actions to make such distributions.

To qualify as a REIT, we must distribute to our stockholders each calendar year dividends equal to at least 90% of our

REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for

54

dividends paid and excluding net capital gain. To the extent that we satisfy the 90% distribution requirement, but

distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on our

undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our

distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. Our

current policy is to pay distributions which will allow us to satisfy the requirements to qualify as a REIT and generally

not be subject to U.S. federal income tax on our undistributed income.

Our taxable income may substantially exceed our net income as determined under U.S. GAAP, or differences in timing

between the recognition of taxable income and the actual receipt of cash may occur. For example, it is likely that we will

acquire assets that generate taxable income in excess of economic income or in advance of the corresponding cash flow

from the assets. We generally will be required to recognize certain amounts in income no later than the time such

amounts are reflected on our financial statements. The application of this rule may require the accrual of income earlier

than would be the case under the otherwise applicable tax rules. Although the precise application of this rule is not

entirely clear, final regulations generally exclude, among other items, OID and market discount income from the

applicability of this rule.

Also, in certain circumstances our ability to deduct interest expenses for U.S. federal income tax purposes may be

limited. We may also acquire distressed debt investments that are subsequently modified by agreement with the

borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury

Regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with

the borrower, with gain recognized by us to the extent that the principal amount of the modified debt exceeds our cost of

purchasing it prior to modification. Finally, we may be required under the terms of the indebtedness that we incur to use

cash received from interest payments to make principal payments on that indebtedness, with the effect that we will

recognize income but will not have a corresponding amount of cash available for distribution to our stockholders.

As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and find it difficult

or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, we may be

required to (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that

would otherwise be used for future investment or used to repay debt, or (iv) make a taxable distribution of shares of

common stock as part of a distribution in which stockholders may elect to receive shares of common stock or (subject to

a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution

requirements. Thus, compliance with the REIT distribution requirements may hinder our ability to grow, which could

adversely affect the value of our common stock.

We may be required to report taxable income with respect to certain of our investments in excess of the economic

income we ultimately realize from them.

We may acquire mortgage loans or other debt instruments in the secondary market for less than their face amount. The

discount at which such securities are acquired may reflect doubts about their ultimate collectability rather than current

market interest rates. The amount of such discount will nevertheless generally be treated as “market discount” for U.S.

federal income tax purposes. Market discount generally accrues on the basis of the constant yield to maturity of the debt

instrument based generally on the assumption that all future payments on the debt instrument will be made. Accrued

market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is

made. In particular, payments on mortgage loans are ordinarily made monthly, and consequently accrued market

discount may have to be included in income each month as if the debt instrument were assured of ultimately being

collected in full. If we collect less on a debt instrument than our purchase price plus the market discount we had

previously reported as income, we may not be able to benefit from any offsetting loss deduction in a subsequent taxable

year. In addition, we may acquire distressed debt investments that are subsequently modified by agreement with the

borrower. If the amendments to the outstanding debt are “significant modifications” under applicable Treasury

Regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with

the borrower. In that event, we may be required to recognize taxable gain to the extent the principal amount of the

modified debt exceeds our adjusted tax basis in the unmodified debt, even if the value of the debt or the payment

expectations have not changed.

55

In the event that any mortgage loans or other debt instruments acquired by us are delinquent as to mandatory principal

and interest payments, or in the event a borrower with respect to a particular debt instrument acquired by us encounters

financial difficulty rendering it unable to pay stated interest as due, we may nonetheless be required to continue to

recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. While we

would in general ultimately have an offsetting loss deduction available to us when such interest was determined to be

uncollectible, the loss would likely be treated as a capital loss, and the utility of that loss would therefore depend on our

having capital gain in that later year or thereafter.

We may hold excess MSRs, which means the portion of an MSR that exceeds the arm’s-length fee for services

performed by the mortgage servicer. Based on IRS guidance concerning the classification of MSRs, we intend to treat

any excess MSRs we acquire as ownership interests in the interest payments made on the underlying mortgage loans,

akin to an “interest only” strip. Under this treatment, for purposes of determining the amount and timing of taxable

income, each excess MSR is treated as a bond that was issued with OID on the date we acquired such excess MSR. In

general, we will be required to accrue OID based on the constant yield to maturity of each excess MSR, and to treat such

OID as taxable income in accordance with the applicable U.S. federal income tax rules. The constant yield of an excess

MSR will be determined, and we will be taxed, based on a prepayment assumption regarding future payments due on the

mortgage loans underlying the excess MSR. If the mortgage loans underlying an excess MSR prepay at a rate different

than that under the prepayment assumption, our recognition of OID will be either increased or decreased depending on

the circumstances. Thus, in a particular taxable year, we may be required to accrue an amount of income in respect of an

excess MSR that exceeds the amount of cash collected in respect of that excess MSR. Furthermore, it is possible that,

over the life of the investment in an excess MSR, the total amount we pay for, and accrue with respect to, the excess

MSR may exceed the total amount we collect on such excess MSR. No assurance can be given that we will be entitled to

a deduction for such excess, meaning that we may be required to recognize phantom income over the life of an excess

MSR.

The interest apportionment rules may affect our ability to comply with the REIT asset and gross income tests.

The interest apportionment rules under Treasury Regulation Section 1.856-5(c) provide that, if a mortgage is secured by

both real property and other property, a REIT is required to apportion its annual interest income to the real property

security based on a fraction, the numerator of which is the value of the real property securing the loan, determined when

the REIT commits to acquire the loan, and the denominator of which is the highest “principal amount” of the loan during

the year. If a mortgage is secured by both real property and personal property and the value of the personal property does

not exceed 15% of the aggregate value of the property securing the mortgage, the mortgage is treated as secured solely

by real property for this purpose. IRS Revenue Procedure 2014-51 interprets the “principal amount” of the loan to be the

face amount of the loan, despite the Code’s requirement that taxpayers treat any market discount, which is the difference

between the purchase price of the loan and its face amount, for all purposes (other than certain withholding and

information reporting purposes) as interest rather than principal.

To the extent the face amount of any loan that we hold that is secured by both real property and other property exceeds

the value of the real property securing such loan, the interest apportionment rules described above may apply to certain

of our loan assets unless the loan is secured solely by real property and personal property and the value of the personal

property does not exceed 15% of the value of the property securing the loan. Thus, depending upon the value of the real

property securing our mortgage loans and their face amount, and the other sources of our gross income generally, we

may fail to meet the 75% gross income test. In addition, although we will endeavor to accurately determine the values of

the real property securing our loans at the time we acquire or commit to acquire such loans, such values may not be

susceptible to a precise determination and will be determined based on the information available to us at such time. If the

IRS were to successfully challenge our valuations of such assets and such revaluations resulted in a higher portion of our

interest income being apportioned to property other than real property, we could fail to meet the 75% gross income test.

If we do not meet this test, we could potentially lose our REIT qualification or be required to pay a penalty tax to the

IRS.

In addition, the Code provides that a regular or a residual interest in a REMIC is generally treated as a real estate asset

for the purposes of the REIT asset tests, and any amount includible in our gross income with respect to such an interest is

generally treated as interest on an obligation secured by a mortgage on real property for the purposes of the gross income

tests. If, however, less than 95% of the assets of a REMIC in which we hold an interest consists of real estate assets

56

(determined as if we held such assets), we will be treated as holding our proportionate share of the assets of the REMIC

for the purpose of the asset tests and receiving directly our proportionate share of the income of the REMIC for the

purpose of determining the amount of income from the REMIC that is treated as interest on an obligation secured by a

mortgage on real property. In connection with the expanded HARP program, the IRS issued guidance providing that,

among other things, if a REIT holds a regular interest in an “eligible REMIC,” or a residual interest in an “eligible

REMIC” that informs the REIT that at least 80% of the REMIC’s assets constitute real estate assets, then (i) the REIT

may treat 80% of the value of the interest in the REMIC as a real estate asset for the purpose of the REIT asset tests and

(ii) the REIT may treat 80% of the gross income received with respect to the interest in the REMIC as interest on an

obligation secured by a mortgage on real property for the purpose of the 75% gross income test. For this purpose, a

REMIC is an “eligible REMIC” if (i) the REMIC has received a guarantee from Fannie Mae or Freddie Mac that will

allow the REMIC to make any principal and interest payments on its regular and residual interests and (ii) all of the

REMIC’s mortgages and pass-through certificates are secured by interests in single-family dwellings. If we were to

acquire an interest in an eligible REMIC less than 95% of the assets of which constitute real estate assets, the IRS

guidance described above may generally allow us to treat 80% of our interest in such a REMIC as a qualifying real estate

asset for the purpose of the asset tests and 80% of the gross income derived from the interest as qualifying income for the

purpose of the 75% gross income test. Although the portion of the income from such a REMIC interest that does not

qualify for the 75% gross income test would likely be qualifying income for the purpose of the 95% gross income test,

the remaining 20% of the REMIC interest generally would not qualify as a real estate asset, which could adversely affect

our ability to satisfy the REIT asset tests. Accordingly, owning such a REMIC interest could adversely affect our ability

to qualify as a REIT.

Our ownership of and relationship with any TRS which we may form or acquire will be limited, and a failure to

comply with the limits would jeopardize our REIT qualification and our transactions with our TRSs may result in the

application of a 100% excise tax if such transactions are not conducted on arm’s-length terms.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying

income if earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS.

Overall, for taxable years ending before January 1, 2026, no more than 20% of the value of a REIT’s assets may consist

of stock and securities of one or more TRSs. For taxable years beginning on or after January 1, 2026, no more than 25%

of the value of a REIT’s assets may consist of stock and securities of one or more TRSs. A domestic TRS will pay U.S.

federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules

impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-

length basis.

We have elected and will elect to treat certain subsidiaries as TRSs. Any such TRS and any other domestic TRS that we

may form would therefore be required to pay U.S. federal, state and local income tax on their taxable income, and their

after-tax net income would be available for distribution to us but would not be required to be distributed to us by such

TRS. We anticipate that the aggregate value of the TRS stock and securities owned by us will be less than 20% or 25%,

as appropriate, of the value of our total assets (including the TRS stock and securities). Furthermore, we will monitor the

value of our investments in our TRSs to ensure compliance with the rule that no more than 20% or 25%, as appropriate,

of the value of our assets may consist of TRS stock and securities (which is applied at the end of each calendar quarter).

In addition, we will scrutinize all of our transactions with TRSs to ensure that they are entered into on arm’s-length terms

to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to

comply with the TRS limitations or to avoid application of the 100% excise tax discussed above.

The ownership limits that apply to REITs, as prescribed by the Code and by our charter, may inhibit market activity in

shares of our common stock and restrict our business combination opportunities.

In order for us to qualify as a REIT, not more than 50% in value of our outstanding shares of stock may be owned,

directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during

the last half of each taxable year after the first year for which we elect to qualify as a REIT. Additionally, at least 100

persons must beneficially own our stock during at least 335 days of a taxable year or during a proportionate part of a

taxable year of less than twelve months (other than the first taxable year for which we elect to be taxed as a REIT). Our

charter, with certain exceptions, authorizes our directors to take such actions as are necessary or appropriate to preserve

our qualification as a REIT. Our charter also provides that, unless exempted by our Board, no person may own more

57

than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock, or 9.8%

in value or in number, whichever is more restrictive, of the outstanding shares of all classes and series of our capital

stock. Our Board may, in its sole discretion, subject to such conditions as it may determine and the receipt of certain

representations and undertakings, prospectively or retroactively, waive the ownership limits or establish a different limit

on ownership, or excepted holder limit, for a particular stockholder if the stockholder’s ownership in excess of the

ownership limits would not result in us being “closely held” under Section 856(h) of the Code or otherwise failing to

qualify as a REIT. These ownership limits could delay or prevent a transaction or a change in control of us that might

involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

Certain financing activities may subject us to U.S. federal income tax and increase the tax liability of our

stockholders.

We may enter into transactions that could result in us, the operating partnership or a portion of the operating

partnership’s assets being treated as a “taxable mortgage pool” for U.S. federal income tax purposes. Specifically, we

may securitize residential or commercial real estate loans that we originate or acquire and such securitizations, to the

extent structured in a manner other than a REMIC, would likely result in us owning interests in a “taxable mortgage

pool”. We would be precluded from holding equity interests in such a taxable mortgage pool securitization through the

operating partnership. Accordingly, we would likely enter into such transactions through a qualified REIT subsidiary of

one or more subsidiary REITs formed by the operating partnership and will be precluded from selling to outside

investors equity interests in such securitizations or from selling any debt securities issued in connection with such

securitizations that might be considered equity for U.S. federal income tax purposes. We will be taxed at the highest U.S.

federal corporate income tax rate on any “excess inclusion income” arising from a taxable mortgage pool that is

allocable to the percentage of our shares held in record name by “disqualified organizations,” which are generally certain

cooperatives, governmental entities and tax-exempt organizations that are exempt from tax on unrelated business taxable

income. To the extent that common stock owned by “disqualified organizations” is held in record name by a broker/

dealer or other nominee, the broker/dealer or other nominee would be liable for the U.S. federal corporate income tax on

the portion of our excess inclusion income allocable to the common stock held by the broker/dealer or other nominee on

behalf of the disqualified organizations. Disqualified organizations may own our stock. Because this tax would be

imposed on us, all of our investors, including investors that are not disqualified organizations, will bear a portion of the

tax cost associated with the classification of us or a portion of our assets as a taxable mortgage pool. A regulated

investment company, or “RIC”, or other pass-through entity owning our common stock in record name will be subject to

tax at the highest corporate tax rate on any excess inclusion income allocated to their owners that are disqualified

organizations. We have engaged in certain securitization transactions that are treated as taxable mortgage pools for U.S.

federal income tax purposes. Although we believe that such transactions are structured in a manner so that they should

not cause any portion of the distributions in our shares to be treated as excess inclusion income, no assurance can be

provided that the IRS would not assert a contrary position.

In addition, if we realize excess inclusion income and allocate it to our stockholders, this income cannot be offset by net

operating losses of our stockholders. If the stockholder is a tax-exempt entity and not a disqualified organization, then

this income is fully taxable as unrelated business taxable income under Section 512 of the Code. If the stockholder is a

non-U.S. person, it would be subject to U.S. federal income tax withholding on this income without reduction or

exemption pursuant to any otherwise applicable income tax treaty. If the stockholder is a REIT, a Regulated Investment

Company, common trust fund or other pass-through entity, our allocable share of its excess inclusion income could be

considered excess inclusion income of such entity. Accordingly, such investors should be aware that a portion of our

income may be considered excess inclusion income.

The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of

securitizing mortgage loans, which would be treated as prohibited transactions for U.S. federal income tax purposes.

Net income that we derive from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction”

generally includes a sale or other disposition of property (including mortgage loans, but other than foreclosure property,

as discussed below) that is held primarily for sale to customers in the ordinary course of a trade or business by us or by a

borrower that has issued a shared appreciation mortgage or similar debt instrument to us. We might be subject to this tax

if we were to dispose of or securitize loans, directly or through a subsidiary REIT, in a manner that was treated as a

prohibited transaction for U.S. federal income tax purposes. We might also be subject to this tax if we were to sell assets

58

in connection with a disposition of certain segments of our business or in connection with a liquidation of us. The 100%

tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although

such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to conduct our

operations so that any asset that we or a subsidiary REIT owns that could be treated as held for sale to customers in the

ordinary course of our business qualifies for certain safe harbor provisions that prevent the application of this prohibited

transaction tax. However, no assurance can be provided that such safe harbor provisions will apply. Moreover, as a result

of the prohibited transaction tax we may choose not to engage in certain sales of loans at the REIT level, and may limit

the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be

beneficial to us. In addition, whether property is held “primarily for sale to customers in the ordinary course of a trade or

business” depends on the particular facts and circumstances. No assurance can be given that any property that we sell,

other than property sold through a TRS or property that satisfies the safe harbor described above, will not be treated as

property held for sale to customers. As a result, no assurance can be provided that we will not be subject to prohibited

transaction tax.

Characterization of our repurchase agreements entered into to finance our investments as sales for tax purposes

rather than as secured lending transactions would adversely affect our ability to qualify as a REIT.

We enter into repurchase agreements with counterparties to achieve our desired amount of leverage for the assets in

which we invest. Under our repurchase agreements, we generally sell assets to our counterparty to the agreement and

receive cash from the counterparty. The counterparty is obligated to resell the assets back to us at the end of the term of

the transaction. We believe that for U.S. federal income tax purposes we will be treated as the owner of the assets that

are the subject of repurchase agreements and that the repurchase agreements will be treated as secured lending

transactions notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during

the term of the agreement. It is possible, however, that the IRS could successfully assert that we did not own these assets

during the term of the repurchase agreements, in which case we could fail to qualify as a REIT.

The failure of excess MSRs held by us to qualify as real estate assets, or the failure of the income from excess MSRs

to qualify as interest from mortgages, could adversely affect our ability to qualify as a REIT.

We may hold excess MSRs. In certain private letter rulings, the IRS ruled that excess MSRs meeting certain

requirements would be treated as an interest in mortgages on real property and thus a real estate asset for purposes of the

75% REIT asset test, and interest received by a REIT from such excess MSRs will be considered interest on obligations

secured by mortgages on real property for purposes of the 75% gross income test. A private letter ruling may be relied

upon only by the taxpayer to whom it is issued, and the IRS may revoke a private letter ruling. Consistent with the

analysis adopted by the IRS in such private letter rulings and based on advice of counsel, we intend to treat any excess

MSRs that we acquire that meet the requirements provided in the private letter rulings as qualifying assets for purposes

of the 75% gross asset test, and we intend to treat income from such excess MSRs as qualifying income for purposes of

the 75% and 95% gross income tests. Notwithstanding the IRS’s determination in the private letter rulings described

above, it is possible that the IRS could successfully assert that any excess MSRs that we acquire do not qualify for

purposes of the 75% REIT asset test and income from such MSRs does not qualify for purposes of the 75% and/or 95%

gross income tests, which could cause us to be subject to a penalty tax and could adversely impact our ability to qualify

as a REIT.

If we were to make a taxable distribution of shares of our stock, stockholders may be required to sell such shares or

sell other assets owned by them in order to pay any tax imposed on such distribution.

We may be able to distribute taxable dividends that are payable in shares of our stock. If we were to make such a taxable

distribution of shares of our stock, stockholders would be required to include the full amount of such distribution as

income. As a result, a stockholder may be required to pay tax with respect to such dividends in excess of cash received.

Accordingly, stockholders receiving a distribution of our shares may be required to sell shares received in such

distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in

order to satisfy any tax imposed on such distribution. If a stockholder sells the shares it receives as a dividend in order to

pay such tax, the sale proceeds may be less than the amount included in income with respect to the dividend. Moreover,

in the case of a taxable distribution of shares of our stock with respect to which any withholding tax is imposed on a non-

59

U.S. stockholder, we may have to withhold or dispose of part of the shares in such distribution and use such withheld

shares or the proceeds of such disposition to satisfy the withholding tax imposed.

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any

income that we generate from transactions intended to hedge our interest rate risks will generally be excluded from gross

income for purposes of the 75% and 95% gross income tests if (i) the instrument (A) hedges interest rate risk or foreign

currency exposure on liabilities used to carry or acquire real estate assets or (B) hedges risk of currency fluctuations with

respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests, or (C)

hedges an instrument described in clause (A) or (B) for a period following the extinguishment of the liability or the

disposition of the asset that was previously hedged by the hedged instrument, and (ii) such instrument is properly

identified under applicable Treasury Regulations. Any income from other hedges would generally constitute non-

qualifying income for purposes of both the 75% and 95% gross income tests. As a result, we may have to limit our use of

hedging techniques that might otherwise be advantageous or implement those hedges through a TRS, which could

increase the cost of our hedging activities or result in greater risks associated with interest rate or other changes than we

would otherwise incur.

Even if we qualify as a REIT, we may face tax liabilities that reduce our cash flow.

Even if we qualify as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets,

including taxes on any undistributed income, tax on income from some activities conducted as a result of foreclosures,

and state or local income, franchise, property and transfer taxes, including mortgage-related taxes. In addition, we intend

to hold a significant amount of our assets from time to time in our TRSs each of which pay U.S. federal, state and local

income tax on its taxable income, and its after tax net income is available for distribution to us but is not required to be

distributed to us by such TRS. In order to meet the REIT qualification requirements, or to avoid the imposition of a

100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale to

customers in the ordinary course of business, we may hold some of our assets through taxable subsidiary corporations,

including domestic TRSs. Any taxes paid by such subsidiary corporations would decrease the cash available for

distribution to our stockholders. For example, as a result of ReadyCap Holdings’ SBA license, ReadyCap Holdings’

ability to distribute cash and other assets is subject to significant limitations, and as a result, ReadyCap Holdings is

required to hold certain assets that would be qualifying real estate assets for purposes of the REIT asset tests, would

generate qualifying income for purposes of the 75% income tests, and would not be subject to corporate taxation if held

by our operating partnership. Also, we intend that loans that we originate or buy with an intention of selling in a manner

that might expose us to the 100% tax on “prohibited transactions” will be originated or bought by a TRS. Furthermore,

loans that are to be modified may be held by a TRS on the date of their modification and for a period of time thereafter.

Finally, some or all of the real estate properties that we may from time to time acquire by foreclosure or other procedure

will likely be held in one or more TRSs. Since our TRSs do not file consolidated returns with one another, any net losses

generated by one such entity will not offset net income generated by any other such entity.

In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are

not conducted on an arm’s-length basis. Furthermore, if we acquire appreciated assets from a subchapter C corporation

in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax

basis of the assets in the hands of the C corporation, and if we subsequently dispose of any such assets during the 5-year

period following the acquisition of the assets from the C corporation, we will be subject to tax at the highest corporate

tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that

they were contributed to us over the basis of such assets on such date, which we refer to as built-in gains.

Our qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may be

dependent on the accuracy of legal opinions or advice rendered or given, statements by the issuers of assets that we

acquire, or information provided by our shareholders or other third parties, and the inaccuracy of any such opinions,

advice or statements may adversely affect our REIT qualification and result in significant corporate-level tax.

When purchasing securities, we may rely on opinions or advice of counsel for the issuer of such securities, or statements

made in related offering documents, for purposes of determining whether such securities represent debt or equity

60

securities for U.S. federal income tax purposes, and also to what extent those securities constitute REIT real estate assets

for purposes of the REIT asset tests and produce income which qualifies under the 75% gross income test. In addition,

when purchasing the equity tranche of a securitization, we may rely on opinions or advice of counsel regarding the

qualification of the securitization for exemption from U.S. corporate income tax and the qualification of interests in such

securitization as debt for U.S. federal income tax purposes. The inaccuracy of any such opinions, advice or statements

may adversely affect our REIT qualification and result in significant corporate-level tax.

In addition, for purposes of the gross income tests, rental income qualifies as rents from real property only to the extent

that we do not directly or constructively own, (i) in the case of any tenant which is a corporation, stock possessing 10%

or more of the total combined voting power of all classes of stock entitled to vote, or 10% or more of the total value of

shares of all classes of stock of such tenant, or (ii) in the case of any tenant which is not a corporation, an interest of 10%

or more in the assets or net profits of such tenant. We monitor the rental income generated by properties owned by us in

order to determine if the rent is treated as paid by an entity that is treated as related to us for purposes of these rules.

However, the attribution rules that apply for purposes of the above rules are complex. In order to determine whether we

are deemed to hold an interest in the tenant under these attribution rules, we are required to rely on information that we

obtain from our shareholders and other third parties regarding potential relationships that could cause us to be treated as

owning an interest in such tenants. No assurance can be provided that we will have access to all information necessary to

make this determination, and as a result no assurance can be provided that the rental income we receive will not be

treated as received from related parties under these rules, which could adversely impact our ability to qualify as a REIT.

We may be subject to adverse legislative or regulatory tax changes that could reduce the value of our common stock.

At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of

those laws or regulations may be amended, possibly with retroactive effect. We cannot predict when or if any new U.S.

federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal

income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective, and any

such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected

by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.

The tax basis that we use to compute taxable income with respect to certain interests in loans that were held by our

operating partnership at the time of the REIT formation transaction could be subject to challenge.

Prior to the REIT formation transactions, our operating partnership had accounted for its interest in certain LMM

securitizations as an interest in a single debt instrument for U.S. federal income tax purposes. In connection with the

REIT formation transactions, the predecessor to our operating partnership was treated as terminated for U.S. federal

income tax purposes, and our operating partnership was treated as a new partnership that acquired the assets of such

predecessor for U.S. federal income tax purposes. Beginning with such transactions, our operating partnership has

properly accounted for our interests in these securitizations as interests in the underlying loans for U.S. federal income

tax purposes. Since we did not have complete information regarding the tax basis of each of the loans held by our

operating partnership at the time of the REIT formation transactions, our computation of taxable income with respect to

these interests could be subject to adjustment by the IRS. If any such adjustment would be significant in amount, the

resulting redetermination of our gross income for U.S. federal income tax purposes could cause us or our predecessor to

the ZAIS Financial merger (“Pre-Merger Sutherland”) to fail to satisfy the gross income tests, which could cause us to

fail to qualify as a REIT. In addition, if any such adjustment resulted in an increase to our or Pre-Merger Sutherland's

REIT taxable income, we could be required to pay a deficiency dividend in order to maintain our REIT qualification.

Potential changes to the U.S. tax laws could adversely impact us.

The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative

interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with

retroactive effect. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws

applicable to us and our stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of

U.S. federal tax laws could adversely affect an investment in our common stock.

61

The Tax Cuts and Jobs Act significantly changed U.S. federal income tax laws applicable to businesses and their owners,

including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather

than as a C corporation. Further changes to the tax laws are possible. In particular, the federal income taxation of REITs

may be modified, possibly with retroactive effect, by legislative, administrative or judicial action at any time.

We cannot assure stockholders that any such changes will not adversely affect the taxation of our stockholders. Any such

changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our

assets. Stockholders are urged to consult with their tax advisors with respect to the impact of these legislative changes on

their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and

their potential effect on an investment in our shares.

There may be tax consequences to any modifications to our hedging transactions and other contracts to replace

references to LIBOR.

Many of our interest rate hedge agreements were linked to U.S. dollar LIBOR. We may have had to renegotiate such

LIBOR-based instruments to replace references to LIBOR. Under applicable law, certain modifications of terms of

LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification

instrument for the modified instrument. Finalized Treasury Regulations, effective March 7, 2022, treat certain

modifications that would have been taxable events under previous law as non-taxable events. The Treasury Regulations

also permit REMICs to make certain modifications without losing REMIC qualification. The Treasury Regulations do

not discuss REIT-specific issues of modifications to LIBOR-based instruments. We have attempted to migrate to a post-

LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can

give no assurances that we were successful.

Risks Related to Our Organization and Structure

Conflicts of interest could arise as a result of our REIT structure.

Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one

hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our

Company under Maryland law in connection with their management of our Company. At the same time, we have

fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in

connection with the management of our operating partnership. Our duties as a general partner to our operating

partnership and our partners may come into conflict with the duties of our directors and officers.

Certain provisions of Maryland law could inhibit changes in control and prevent our stockholders from realizing a

premium over the then-prevailing market price of our common stock.

Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of deterring a third party

from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could

provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing

market price of our common stock, including:

•“business combination” provisions of the MGCL that, subject to limitations, prohibit certain business

combinations between us and an “interested stockholder” (defined generally as any person who beneficially

owns 10% or more of our then outstanding voting stock or an affiliate or associate of ours who, at any time

within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then

outstanding voting stock) or an affiliate thereof for five years after the most recent date on which the

stockholder becomes an interested stockholder and, thereafter, impose fair price and/or supermajority

stockholder voting requirements on these combinations;

•“control share” provisions of the MGCL that provide that a holder of “control shares” of a Maryland

corporation (defined as shares which, when aggregated with all other shares controlled by the stockholder

(except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges

of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect

62

acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect

to such shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of

all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control

shares, our officers and personnel who are also directors; and

•“unsolicited takeover” provisions of the MGCL that permit our Board, without stockholder approval and

regardless of what is currently provided in our charter or bylaws, to implement takeover defenses, some of

which (for example, a classified board) we do not yet have.

As permitted by the MGCL, our Board has by resolution exempted from the "business combination" provision of the

MGCL business combinations (1) between us and our affiliates and (2) between us and any other person, provided that

such business combination is first approved by our Board (including a majority of our directors who are not affiliates or

associates of such person). Our bylaws contain a provision exempting from the control share acquisition statute any and

all acquisitions by any person of shares of our stock. There can be no assurance that these exemptions will not be

amended or eliminated at any time in the future.

Our ability to issue additional shares of common and preferred stock may prevent a change in our control.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition,

our Board may, without common stockholder approval, amend our charter to increase or decrease the aggregate number

of shares of our stock or the number of shares of stock of any class or series that we have the authority to issue. As a

result, our Board may establish a class or series of shares of common or preferred stock that could delay or prevent a

transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in

the best interest of our stockholders.

Our rights and your rights to take action against our directors and officers are limited, which could limit your

recourse in the event of actions not in your best interests.

As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and you for money

damages, except for liability resulting from:

•actual receipt of an improper benefit or profit in money, property or services; or

•a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was

material to the cause of action adjudicated.

In addition, our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate our Company, and

our bylaws obligate us, to indemnify any present or former director or officer or any individual who, while a director or

officer of our Company and at our request, serves or has served another corporation, real estate investment trust, limited

liability company, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer,

member, manager, partner or trustee who is, or is threatened to be, made a party to, or witness in, a proceeding by reason

of his or her service in any such capacity from and against any claim or liability to which that individual may become

subject or which that individual may incur by reason of such service and to pay or reimburse his or her reasonable

expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and

advance expenses to any individual who served a predecessor of our Company in any of the capacities described above

and any employee or agent of our Company or a predecessor of our Company.

Our amended and restated bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive

forum for some litigation, which could limit the ability of stockholders to obtain a favorable judicial forum for

disputes with our Company.

Unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or,

if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division

is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our Company, (ii) any

action asserting a claim of breach of any duty owed by any director or officer or other employee of our Company to our

63

Company or to our stockholders, (iii) any action asserting a claim against our Company or any director or officer or

other employee of our Company arising pursuant to any provision of the MGCL or our charter or bylaws, or (iv) any

action asserting a claim against our Company or any director or officer or other employee of our Company that is

governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of

our capital stock shall be deemed to have notice of and to have consented to the provisions described above. This forum

selection provision may limit the ability of stockholders of our Company to obtain a judicial forum that they find

favorable for disputes with our Company or our directors, officers, employees, if any, or other stockholders.

General Risk Factors

Future offerings of debt or equity securities, which may rank senior to our common stock, may adversely affect the

market price of our common stock.

If we decide to issue additional debt securities in the future, which may rank senior to our common stock, it is likely that

they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility.

Additionally, any equity securities or convertible or exchangeable securities that we issue in the future may have rights,

preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our

common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because

our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors

beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of

our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting

the value of their stock holdings in our Company.

We cannot assure our ability to pay distributions in the future.

To maintain our qualification as a REIT and generally not be subject to U.S. federal income tax, we intend to make

regular quarterly distributions to holders of our common stock out of legally available funds. Our current policy is to

distribute our net taxable income to our stockholders in a manner intended to satisfy the 90% distribution requirement

and to avoid corporate income tax. We expect to continue our current distribution practices in the future, but our ability

to pay distributions may be adversely affected by a number of factors, including the risk factors described in this Form

10-K. All distributions will be made at the discretion of our Board and will depend on our earnings, financial condition,

debt covenants, maintenance of our REIT qualification, restrictions on making distributions under Maryland law and

other factors as our Board may deem relevant from time to time. We may not be able to make distributions in the future,

and our Board may change our distribution policy in the future. We believe that a change in any one of the following

factors, among others, could adversely affect our results of operations and impair our ability to pay distributions to our

stockholders:

•the profitability of the assets we hold or acquire;

•our ability to make profitable acquisitions;

•margin calls or other expenses that reduce our cash flow;

•defaults in our asset portfolio or decreases in the value of our portfolio; and

•the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from

estimates.

We cannot assure you that we will achieve results that will allow us to make a specified level of cash distributions or

year-to-year increases in cash distributions in the future. In addition, some of our distributions may include a return of

capital.

Interest rate fluctuations may adversely affect the level of our net income and the value of our assets and common

stock.

Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and

international economic and political considerations and other factors beyond our control. Interest rate fluctuations

present a variety of risks, including the risk of a narrowing of the difference between asset yields and borrowing rates,

64

flattening or inversion of the yield curve and fluctuating prepayment rates, and may adversely affect our income and the

value of our assets and common stock.

Changes in accounting rules could occur at any time and could impact us in significantly negative ways that we are

unable to predict or protect against.

As has been widely publicized, the SEC, the FASB and other regulatory bodies that establish the accounting rules

applicable to us have proposed or enacted a wide array of changes to accounting rules over the last several years.

Moreover, in the future these regulators may propose additional changes that we do not currently anticipate. Changes to

accounting rules that apply to us could significantly impact our business or our reported financial performance in

negative ways that we cannot predict or protect against. We cannot predict whether any changes to current accounting

rules will occur or what impact any codified changes will have on our business, results of operations, liquidity or

financial condition.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the

Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

As a public company, we are required to maintain effective internal control over financial reporting in accordance with

Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised

over time to adapt to changes in our business or changes in applicable accounting rules. We cannot assure you that our

internal control over financial reporting will be effective in the future or that a material weakness will not be discovered

with respect to a prior period for which we believe that internal controls were effective. If we are not able to maintain or

document effective internal control over financial reporting, our independent registered public accounting firm may not

be able to certify as to the effectiveness of our internal control over financial reporting as of the required dates. Matters

impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may

cause us to restate previously issued financial information, and thereby subject us to adverse regulatory consequences,

including sanctions or investigations by the SEC or violations of applicable stock exchange listing rules.

There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the

reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if

we or our independent registered public accounting firm reports a material weakness in our internal control over

financial reporting. This could materially and adversely affect us by, for example, leading to a decline in our stock price

and impairing our ability to raise capital.

Inability to access funding could have a material adverse effect on our results of operations, financial condition and

business. We rely on short-term financing and thus are especially exposed to changes in the availability of financing.

We use short-term borrowings, such as our existing credit facilities and repurchase agreements, to fund the acquisition of

our assets, pending our completion of longer-term matched funded financings. Our use of short-term financing exposes

us to risk where our lenders may respond to market conditions by making it more difficult for us to renew or replace on a

continuous basis our maturing borrowings. If we are unable to renew our existing short-term facilities or arrange for new

financing on terms acceptable to us, or if we default on our covenants or are otherwise unable to access funds under

these types of financing, we may have to curtail our asset acquisition and origination activities and/or dispose of assets.

Our ability to fund our target asset originations and acquisitions may be impacted by our ability to secure further such

borrowings as well as securitizations, term financings and derivative contracts on acceptable terms. Because repurchase

agreements and warehouse facilities are short-term commitments of capital, lenders may respond to market conditions

making it more difficult for us to renew or replace on a continuous basis our maturing short-term borrowings. If we are

not able to renew our then existing facilities or arrange for new financing on terms acceptable to us, or if we default on

our covenants or are otherwise unable to access funds under our financing facilities, we may have to curtail our

origination and asset acquisition activities and/or dispose of assets.

It is possible that the lenders that will provide us with financing could experience changes in their ability to advance

funds to us, independent of our performance or the performance of our portfolio of assets. Further, if many of our

potential lenders are unwilling or unable to provide us with financing, we could be forced to sell our assets at an

65

inopportune time when prices are depressed. In addition, if the regulatory capital requirements imposed on our lenders

change, they may be required to significantly increase the cost of the financing that they provide to us. Our lenders also

may revise their eligibility requirements for the types of assets they are willing to finance or the terms of such financings,

based on, among other factors, the regulatory environment and their management of perceived risk, particularly with

respect to assignee liability. Moreover, the amount of financing we receive under our short-term borrowing arrangements

will be directly related to the lenders’ valuation of our target assets that cover the outstanding borrowings.

An increase in our borrowing costs relative to the interest we receive on our leveraged assets may adversely affect our

profitability and our cash available for distribution to our stockholders.

As our financings mature, we will be required either to enter into new borrowings or sell certain of our assets. An

increase in short-term interest rates at the time that we seek to enter into new borrowings would reduce the spread

between the returns on our assets and the cost of our borrowings. This would adversely affect the returns on our assets,

which might reduce earnings and, in turn, cash available for distribution to our stockholders.