# Ready Capital Corp: Form 10-K for the period ended Dec 31, 2024

- Company: [Ready Capital Corp](/companies/rc.md) (CIK 1527590)
- Form: 10-K
- Filed: 2025-03-03
- Accepted by EDGAR: Mar 3, 2025, 16:44 ET
- Period: 2024-12-31
- Accession: 0001628280-25-009464
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1527590/000162828025009464/rc-20241231.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1527590/000162828025009464/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 12 months, 2024-01-01 to 2024-12-31 | −$104.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2024-01-01 to 2024-12-31 | −$430.4m | us-gaap:ProfitLoss |
| Diluted EPS | 12 months, 2024-01-01 to 2024-12-31 | −$2.63 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2024-01-01 to 2024-12-31 | −$2.63 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2024-01-01 to 2024-12-31 | 170,472,273 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2024-01-01 to 2024-12-31 | $274.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 12 months, 2024-01-01 to 2024-12-31 | $206.1m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2024-01-01 to 2024-12-31 | $82.3m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-12-31 | $143.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2024-12-31 | $10.14bn | us-gaap:Assets |
| Total liabilities | at 2024-12-31 | $8.20bn | us-gaap:Liabilities |
| Long-term debt | at 2024-12-31 | $1.33bn | us-gaap:LongTermDebt |
| Shareholders' equity | at 2024-12-31 | $1.84bn | us-gaap:StockholdersEquity |

## Business

As filed, 51,935 characters.

In this Form 10-K, we refer to Ready Capital Corporation and its subsidiaries as “we,” “us,” “our,” or “our Company”

unless we specifically state otherwise or the context indicates otherwise.

### General

We are a multi-strategy real estate finance company that originates, acquires, finances, and services LMM loans, SBA

loans, residential mortgage loans, construction loans, USDA loans and, to a lesser extent, MBS collateralized primarily

by LMM loans, or other real estate-related investments. Our loans range in original principal amounts generally up to

$40 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire

multi-family, office, retail, mixed use or warehouse properties. Our objective is to provide attractive risk-adjusted returns

to our stockholders primarily through dividends. In order to achieve this objective, we continue to grow our investment

portfolio and believe that the breadth of our full-service real estate finance platform will allow us to adapt to market

conditions and deploy capital to asset classes and segments with the most attractive risk-adjusted returns.

In the fourth quarter of 2023, the Board approved a plan to strategically shift our Company’s core focus to LMM

commercial real estate lending and government backed small business loans, which contemplates the disposition of

assets and liabilities of our residential mortgage banking activities. Accordingly, as of both December 31, 2024 and

December 31, 2023, our Residential Mortgage Banking segment met the criteria to be classified as held for sale on the

consolidated balance sheets, presented as discontinued operations on the consolidated statements of income, and

excluded from continuing operations for all periods presented in this Form 10-K. Item 1. “Business” in this Form 10-K

has been adjusted to exclude discontinued operations unless otherwise noted. We report our activities in the following

two operating segments:

- ***LMM Commercial Real Estate.*** We originate LMM loans across the full life-cycle of an LMM property

including construction, bridge, stabilized and agency loan origination channels through our subsidiary,

ReadyCap Commercial, LLC (“ReadyCap Commercial”). These originated loans are generally held-for-

investment or placed into securitization structures. As part of this segment, we originate and service multi-

family loan products under the Freddie Mac SBL program. These originated loans are held for sale, and

subsequently sold to Freddie Mac. We provide construction and permanent financing for the preservation

and construction of affordable housing, primarily utilizing tax-exempt bonds through our subsidiary Red

Stone and its affiliates (“Red Stone”). In addition, we acquire LMM loans as part of our business strategy.

We hold performing LMM loans to term and seek to maximize the value of the non-performing LMM loans

acquired by us through borrower-based resolution strategies. We typically acquire non-performing loans at a

discount to their unpaid principal balance (“UPB”) when we believe that resolution of the loans will provide

attractive risk-adjusted returns.

- ***Small Business Lending.*** We acquire, originate and service owner-occupied loans guaranteed by the SBA

under the SBA Section 7(a) Program through our subsidiary, ReadyCap Lending, LLC (“ReadyCap

Lending”). We hold an SBA license as one of only 20 non-bank Small Business Lending Companies

(“SBLCs”) and have been granted preferred lender status by the SBA. These originated loans are either

held-for-investment, placed into securitization structures, or sold. In addition, we acquire, originate and

service USDA loans through our subsidiary, Madison One, as well as originate and service small business

loans through our subsidiary iBusiness Funding LLC.

To qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) we are required to annually

distribute dividends equal to at least 90% of our net taxable income, excluding capital gain, to stockholders. To the

extent that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our “REIT

taxable income,” as adjusted, we will be required to pay regular U.S. federal corporate income tax on the undistributed

amount. We are organized in a traditional umbrella partnership REIT (“UpREIT”) format pursuant to which we serve as

the general partner of, and conduct substantially all of our business through, Sutherland Partners, LP (our “operating

partnership”). We also intend to operate our business in a manner that will permit us to be excluded from registration as

an investment company under the 1940 Act.

8

### Our Manager

We are externally managed and advised by Waterfall, an SEC registered investment adviser. Formed in 2005, Waterfall

specializes in acquiring, managing, servicing and financing LMM and residential mortgage loans, as well as asset backed

securities (“ABS”) and MBS. Waterfall has extensive experience in performing and non-performing loan acquisition,

resolution and financing strategies. Waterfall’s investment committee is chaired by Thomas Capasse, who serves as our

Chief Executive Officer and Chief Investment Officer, and Jack Ross, who serves as our President. Messrs. Capasse and

Ross, who are co-founders of Waterfall, each have over 30 years of experience in managing and financing a range of

financial assets, including having executed the first public commercial real estate asset-backed securitization for

performing loans and liquidating trusts for non-performing loans purchased from the Resolution Trust Corporation in

1993, through a variety of credit and interest rate environments. Messrs. Capasse and Ross have worked together in the

same organization for more than 30 years. They are supported by a team of approximately 160 investment and other

professionals with extensive experience in commercial mortgage credit underwriting, distressed asset acquisition and

financing, LMM loan originations, commercial property valuation, capital deployment, financing strategies and legal and

financial matters impacting our business.

We rely on Waterfall’s expertise to establish investment strategies and in identifying loan acquisitions and origination

opportunities. Waterfall uses the data and analytics developed through its experience as an owner of LMM loans and in

implementing loss mitigation actions to support our origination activities and to develop our loan underwriting standards.

Waterfall makes decisions based on a variety of factors, including expected risk-adjusted returns, credit fundamentals,

liquidity, availability of financing, borrowing costs and macroeconomic conditions, as well as maintaining our REIT

qualification and our exclusion from registration as an investment company under the 1940 Act.

### Our Investment Strategy and Market Opportunities Across Our Operating Segments

Our investment strategy is to opportunistically expand our market presence and to further grow our LMM securitization

capabilities which serve as a source of attractively priced, match-term financing. Capitalizing on our experience in

underwriting and managing commercial real estate loans, we have grown our LMM and SBL origination and acquisition

capabilities. This is reflected in the growth of our balance sheet; our book value grew from $536 million as of December

31, 2017 to approximately $1.9 billion as of December 31, 2024, a 22% compound annual growth rate (“CAGR”). As

such, we have become a full-service real estate finance platform and we believe that the breadth of our business allows

us to adapt to market conditions and deploy capital in our asset classes with the most attractive risk-adjusted returns.

Our acquisition strategy complements our origination strategy by increasing our market intelligence in potential

origination geographies, providing additional data to support our underwriting criteria and offering securitization market

insight for various product offerings. The proprietary database on the causes of borrower default, loss severity, and

market information that we developed from our LMM loan acquisition experience has served as the basis for the

development of our LMM and SBL loan origination programs. Additionally, our origination strategy complements our

acquisition strategy by providing additional captive refinancing options for our borrowers and further data to support our

investment analysis while increasing our market presence with potential sellers of LMM assets.

The table below presents information with respect to our two business segments.

*(in thousands, except personnel)*

| Coordinating Affiliate/ Manager Strategy | December 31, 2024 LMM Commercial Real Estate Waterfall, ReadyCap Commercial and Red Stone LMM loan originations and acquisitions | Small Business Lending ReadyCap Lending, Madison One and iBusiness SBA and USDA loan originations, acquisitions and servicing |
| --- | ---: | ---: |
| Gross Assets | $8,058,707 | $1,427,281 |
| Loan Portfolio Allocation | 84.7% | 15.3% |
| Equity Allocation | 88.9% | 9.7% |
| Distributable Earnings | $29,779 | $57,066 |
| Distributable Earnings Allocation | 29.8% | 57.1% |
| Personnel | 118 | 357 |

The commercial mortgage market is largely bifurcated by loan size between “large balance” loans and LMM loans.

Large balance commercial loans typically include those loans with original principal balances of at least $40 million and

are primarily financed by insurance companies and commercial mortgage backed securities (“CMBS”) conduits. LMM

9

loans typically include those loans with original principal amounts of between $500,000 and $40 million and are

primarily financed by community and regional banks, specialty finance companies and loans guaranteed under the SBA

loan programs.

LMM loans are used by small businesses to purchase real estate used in their operations or by investors seeking to

acquire small multifamily, office, retail, mixed use or warehouse properties. LMM loans represent a special category of

commercial mortgage loans, sharing both commercial and residential mortgage loan characteristics. LMM loans are

typically secured by first mortgages on commercial properties or other business assets, but because LMM loans are often

correlated to local housing markets and economic environments, aspects of residential mortgage credit analysis are

utilized in the underwriting process. Most LMM loans are amortizing on a schedule of up to 30 years.

Our investment decisions with respect to allocation of capital are dependent on prevailing market conditions and may

change over time in response to opportunities available in different economic and capital market environments. As a

result, we cannot predict the percentage of our equity that will be invested in any particular asset or strategy at any given

time.

The table below presents our historical pre-tax income(loss), net income(loss) to assets, distributable earnings and return

on equity for each of the years ended December 31, 2022, 2023 and 2024. See “Management’s Discussion and Analysis

of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of net income

to distributable earnings.

|  |  |
| --- | --- |
| HISTORICAL PRE-TAX INCOME (LOSS) ($ millions) | **NET INCOME (LOSS) TO ASSETS (%)** |
| DISTRIBUTABLE EARNINGS ($ millions) | **RETURN ON EQUITY (%)** |

### Our Loan Portfolio

As of December 31, 2024, our loan portfolio was $8.5 billion (excluding PPP loans) and was comprised of 8,422 loans

diversified across 50 states and Europe, 97% of which were secured by senior liens and the remaining 3% of which were

secured by subordinated liens.

10

The table below presents a summary of our loan assets.

*(in thousands)*

|  | Segment | December 31, 2024 UPB | % of Total | Carrying Value | % of Total |
| --- | --- | ---: | ---: | ---: | ---: |
| Bridge | LMM Commercial Real Estate | $5,413,832 | 60.0% | $5,160,410 | 60.4% |
| Fixed rate | LMM Commercial Real Estate | 891,675 | 9.9 | 885,417 | 10.4 |
| Construction | LMM Commercial Real Estate | 952,045 | 10.5 | 787,668 | 9.2 |
| Freddie Mac | LMM Commercial Real Estate | 35,931 | 0.4 | 36,248 | 0.4 |
| Other | LMM Commercial Real Estate and Small Business Lending | 390,992 | 4.3 | 370,650 | 4.3 |
| SBA - 7(a) | Small Business Lending | 1,347,106 | 14.9 | 1,309,443 | 15.3 |
| **Total** |  | **$9,031,581** | **100.0%** | **$8,549,836** | **100.0%** |

In the table above,

- The loan carrying value includes loan assets of consolidated variable interest entities (“VIEs”) and is net of

allowance.

- Loans with the “Other” classification are generally LMM acquired loans that have nonconforming

characteristics for the Fixed rate, Bridge, Construction, or Freddie Mac classifications due to loan size, rate

type, collateral or borrower criteria.

- Real estate, held for sale loans and mortgage servicing rights (“MSR”) are excluded.

Loan origination leads come directly through our relationships with commercial real estate brokers, bank loan officers

and mortgage brokers who refer leads to our loan officers. To a lesser extent, we also source loan leads through

commercial real estate realtors, trusted advisors such as financial planners, lawyers, and certified public accountants and

through direct-to-the-borrower transactions.

### LMM Commercial Real Estate

As noted above, our LMM Commercial Real Estate segment consists of our LMM loan originations and acquisitions.

***LMM Originations.*** We operate our LMM loan originations through ReadyCap Commercial. ReadyCap Commercial is

a specialty-finance nationwide originator focused on originating commercial real estate mortgage loans through its

agency multifamily and bridge loan programs. ReadyCap Commercial has been approved by Freddie Mac as one of 12

originators and servicers for multifamily loan products under the Freddie Mac program. We also offer construction and

permanent financing for the preservation and construction of affordable housing, primarily utilizing tax-exempt bonds

through Red Stone. Our conservative approach to credit has resulted in less than 5 basis points of losses incurred on new

originations since our inception.

We originate LMM commercial loans generally ranging in initial principal amount of between $500,000 and $40

million, and typically with an average duration of approximately two to six years at origination. Our originations focus

on first mortgage loans which provide conventional LMM mortgage financing for the full life-cycle of LMM properties

nationwide through the following programs and allocate capital across four products:

- *Construction.* Origination of loans and ownership of construction and pre-construction development loans

that typically have a short-term maturity profile.

- *Bridge.* Loans for the acquisition of properties requiring more substantial expenditures for stabilization,

secured by multifamily, office, retail, mixed use or warehouse properties. The loans are generally interest-

only and have a typical initial maturity profile of two to four years.

- *Fixed rate.* Loans for the acquisition or refinancing of stabilized properties secured by multifamily, office,

retail, mixed use or warehouse properties. The loans are typically amortizing and have maturities of five to

20 years.

- *Freddie Mac.* Origination of loans in initial principal amounts ranging from $1 million to $7.5 million

secured by multifamily properties under the Freddie Mac SBL program and loans for developers/owners of

multi-family affordable rental housing utilizing streamlined tax-exempt and taxable financing solutions.

We sell qualifying loans to Freddie Mac, which, in turn, sells such loans to securitization structures.

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The following table summarizes the loan features by product types.

As of December 31, 2024, we have originated approximately $19.1 billion in LMM loans since Ready Capital’s

inception. As of December 31, 2024, the loans we originated had a 24.2% CAGR since inception in 2013 based on

origination volume.

The chart below summarizes our annual LMM loan originations since 2022.

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We finance our LMM loans primarily through term-match securitizations.

The table below summarizes our originated LMM loan securitization activities.

*(in millions)*

|  | Asset Class | Issuance | Bonds Issued | Weighted Average Debt Cost | December 31, 2024 Outstanding Balance |
| --- | --- | --- | ---: | ---: | ---: |
| **RCMT 2014-1** | LMM Originated conventional | September 2014 | $181.7 | 3.2% | $— |
| **RCMT 2015-2** | LMM Originated conventional | November 2015 | 218.8 | 4.0% | — |
| **FRESB 2016-SB11** | Originated agency multi-family | January 2016 | 110.0 | 2.8% | 13.7 |
| **FRESB 2016-SB18** | Originated agency multi-family | July 2016 | 118.0 | 2.2% | 12.7 |
| **RCMT 2016-3** | LMM Originated conventional | November 2016 | 162.1 | 3.4% | 25.9 |
| **FRESB 2017-SB33** | Originated agency multi-family | June 2017 | 197.9 | 2.6% | 41.3 |
| **RCMF 2017-FL1** | LMM Originated bridge | August 2017 | 198.8 | L+139 bps | — |
| **FRESB 2018-SB45** | Originated agency multi-family | January 2018 | 362.0 | 2.8% | 103.9 |
| **RCMT 2018-4** | LMM Originated conventional | March 2018 | 165.0 | 3.8% | 60.5 |
| **RCMF 2018-FL2** | LMM Originated bridge | June 2018 | 217.1 | L+121 bps | — |
| **FRESB 2018-SB52** | Originated agency multi-family | September 2018 | 505.0 | 2.9% | 223.5 |
| **FRESB 2018-SB56** | Originated agency multi-family | December 2018 | 507.3 | 3.6% | 259.6 |
| **RCMT 2019-5** | LMM Originated conventional | January 2019 | 355.8 | 4.1% | 103.6 |
| **RCMF 2019-FL3** | LMM Originated bridge | April 2019 | 320.2 | L+133 bps | — |
| **RCMT 2019-6** | LMM Originated conventional | November 2019 | 430.7 | 3.2% | 218.5 |
| **RCMF 2020-FL4** | LMM Originated bridge | June 2020 | 405.3 | L+290 bps | — |
| **KCMT 2020-S3** | LMM Originated conventional | September 2020 | 263.2 | 5.3% | 238.0 |
| **RCMF 2021-FL5** | LMM Originated bridge | March 2021 | 628.9 | SOFR+140 bps | 193.9 |
| **RCMF 2021-FL6** | LMM Originated bridge | August 2021 | 652.5 | SOFR+120 bps | 315.7 |
| **RCMF 2021-FL7** | LMM Originated bridge | November 2021 | 927.2 | SOFR+150 bps | 597.4 |
| **RCMF 2022-FL8** | LMM Originated bridge | March 2022 | 1,135.0 | SOFR+250 bps | 809.0 |
| **RCMT 2022-7** | LMM Originated conventional | April 2022 | 276.8 | 4.1% | 262.7 |
| **RCMF 2022-FL9** | LMM Originated bridge | June 2022 | 754.2 | SOFR+341 bps | 469.9 |
| **RCMF 2022-FL10** | LMM Originated bridge | October 2022 | 860.1 | SOFR+326 bps | 718.6 |
| **RCMF 2023-FL11** | LMM Originated bridge | February 2023 | 586.0 | SOFR+277 bps | 425.2 |
| **RCMF 2023-FL12** | LMM Originated bridge | June 2023 | 648.6 | SOFR+314 bps | 421.7 |
| **Total** |  |  | **$11,188.2** | **6.1%** | **$5,515.3** |

We believe that we have significant opportunity to originate LMM loans at attractive risk-adjusted returns compared to

many banks that have restrictive credit guidelines for target assets. In addition, large banks are not focused on the LMM

market and smaller banks only lend in specific geographies. We believe this fragmented market, combined with the

portfolio expertise required to manage these loans, provides attractive origination and acquisition opportunities and

limits competition. We believe that increased demand, coupled with the fragmentation of the LMM lending market,

provides us with opportunities to originate loans to borrowers with strong credit profiles and real estate collateral that

supports ultimate repayment of the loans.

We expect to continue to source LMM loan originations through the following loan origination channels:

- *Direct and indirect lending relationships.* We generate loan origination leads directly through our relationships

with commercial real estate brokers, bank loan officers and mortgage brokers that refer leads to our loan

officers. To a lesser extent, we also source loan leads through commercial real estate realtors, trusted advisors

such as financial planners, lawyers, and certified public accountants and through direct-to-the-borrower

transactions.

- *Other direct origination sources.* From time to time, we may enter into strategic alliances and other referral

programs with servicers, sub-servicers, strategic partners and vendors targeted at the refinancing of LMM loans.

***LMM Acquisitions.*** Our LMM Commercial Real Estate segment also includes our acquired loans generally acquired

through mergers and acquisitions as well as non-performing LMM loans acquired by us through proprietary loan

reperformance programs.

Waterfall specializes in acquiring LMM loans that are sold by banks, including as part of bank recapitalizations or

mergers, and from other financial institutions such as thrifts and non-bank lenders. Other sources of LMM loans include

special servicers of large balance LMM ABS and CMBS trusts, the Federal Deposit Insurance Corporation (“FDIC”), as

receiver for failed banks, servicers of non-performing SBA Section 7(a) Program loans, and Community Development

13

Companies originating loans under the SBA 504 program, GSEs, and state economic development authorities. Over the

last several years, our Manager has developed relationships with many of these entities, primarily banks and their

advisors. In many cases, we are able to acquire LMM loans through negotiated transactions, at times partnering with

acquiring banks or private equity firms in bank acquisitions and recapitalizations. We believe that Waterfall’s

experience, reputation and ability to underwrite LMM loans make it an attractive buyer for this asset class, and that its

network of relationships will continue to produce opportunities for it to acquire LMM loans on attractive terms.

Competition for LMM loan asset acquisitions has been limited due to the special servicing expertise required to manage

LMM loan assets due to the small size of each loan, the uniqueness of the real properties that collateralize the loans,

licensing requirements, the high volume of loans needed to build portfolios, and the need to utilize residential mortgage

credit analysis in the underwriting process. These factors have limited institutional investor participation in LMM loan

acquisitions, which has allowed us to acquire LMM loans with attractive risk-adjusted return profiles.

The table below presents our acquired loan securitization activities.

*(in millions)*

|  | Asset Class | Issuance | Bonds Issued | Weighted Average Debt Cost | December 31, 2024 Outstanding Balance |
| --- | --- | --- | ---: | ---: | ---: |
| **WVMT 2011-SBC1** | LMM Acquired Loans - NPL | February 2011 | $40.5 | 7.0% | $— |
| **WVMT 2011-SBC2** | LMM Acquired Loans | March 2011 | 97.6 | 5.1% | — |
| **WVMT 2011-SBC3** | LMM Acquired Loans - NPL | October 2011 | 143.4 | 6.4% | — |
| **SCML 2015-SBC4** | LMM Acquired Loans - NPL | August 2015 | 125.4 | 4.0% | — |
| **SCMT 2017-SBC6** | LMM Acquired Loans | August 2017 | 154.9 | 3.5% | 10.2 |
| **SCMT 2018-SBC7** | LMM Acquired Loans | November 2018 | 217.0 | 4.7% | — |
| **SCMT 2019-SBC8** | LMM Acquired Loans | June 2019 | 306.5 | 2.9% | 116.4 |
| **SCMT 2020-SBC9** | LMM Acquired Loans | June 2020 | 203.6 | 3.7% | — |
| **SCMT 2021-SBC10** | LMM Acquired Loans | May 2021 | 232.6 | 1.6% | 76.8 |
| **Total** |  |  | **$1,521.5** | **3.8%** | **$203.4** |

***LMM Asset Management Strategy.*** Originated LMM loans held in our portfolio had a UPB of $6.8 billion and carrying

value of $6.7 billion as of December 31, 2024. Such loans represented approximately 76% of the UPB and 78% of the

carrying value of our total loan portfolio. Acquired LMM loans held in our portfolio had a UPB of $0.8 billion and

carrying value of $0.7 billion as of December 31, 2024. Such loans represented approximately 9% of the UPB and 9% of

the carrying value of our total loan portfolio.

When monitoring and assessing the credit quality of our loan portfolio, we bifurcate the loan portfolio into two

categories (i) Core and (ii) Non-Core. The Core portfolio generally consists of loans which we expect to hold to maturity

and generate a competitive return. The Non-Core portfolio generally consists of loans where the primary focus is near-

term liquidation and reinvestment of the equity into core assets. Core LMM loans held in our portfolio had a UPB of

$6.1 billion and a carrying value of $6.0 billion as of December 31, 2024. Such loans represented approximately 67% of

the UPB and 70% of the carrying value of our total loan portfolio. Non-Core LMM loans held in our portfolio had a

UPB of $1.6 billion and a carrying value of $1.3 billion as of December 31, 2024. Such loans represented approximately

18% of the UPB and 15% of the carrying value of our total loan portfolio. We seek to maximize the value of Non-Core

non-performing LMM loans through through the use of property sales, note sales or foreclosure sales.

The table below presents information on our LMM loan portfolio by delinquency status.

*(in thousands)*

|  | December 31, 2024 Core UPB | Core Carrying Value (1) | Non-Core UPB | Non-Core Carrying Value (1) |
| --- | ---: | ---: | ---: | ---: |
| Current | $5,825,024 | $5,768,422 | $1,171,987 | $943,418 |
| 30 - 59 days past due | 111,449 | 95,058 | 9,010 | 9,010 |
| 60+ days past due | 130,014 | 122,528 | 407,819 | 290,151 |
| Bankruptcy / Foreclosure | — | — | 10,215 | 8,447 |
| **Total** | **$6,066,487** | **$5,986,008** | **$1,599,031** | **$1,251,026** |

(1) Includes loan assets of consolidated VIEs and is net of allowance.

### Small Business Lending

We acquire, originate, and service owner-occupied loans guaranteed by the SBA under the SBA Section 7(a) Program

through ReadyCap Lending’s license, one of only 20 licensed non-bank SBLCs. In addition, we acquire, originate and

service USDA loans through our subsidiary, Madison One, as well as originate and service small business loans through

14

our subsidiary iBusiness Funding LLC. Only banks and approved non-bank lenders are eligible to originate loans in the

SBA Section 7(a) Program, resulting in a highly fragmented market. We believe investor demand for pass-through

securities backed by the guaranteed portions of SBA Section 7(a) Program loans has been strong because the principal

and interest payments are guaranteed by the full faith and credit of the U.S. Government. For this reason, we believe that

SBA participating lenders that have sold the guaranteed portions of SBA Section 7(a) Program loans in recent years have

been able to recognize attractive gains.

The SBA was created out of the Small Business Act in 1953. The SBA’s function is to protect the interests of small

businesses. The SBA classifies a small business as a business that is organized for profit and is independently owned and

operating primarily within the United States with less than $15 million in tangible net worth and not more than $5

million in average after-tax net income. The SBA supports small businesses by administering several programs that

provide loan guarantees against default on qualified loans made to eligible small businesses.

The SBA Section 7(a) Program is the SBA’s primary program for providing financing for start-up and existing small

businesses. The SBA typically guarantees 75% of qualified loans over $150,000 and 85% of qualified loans under

$150,000. While the eligibility requirements of the SBA Section 7(a) Program vary depending on the industry of the

borrower and other factors, the general eligibility requirements include the following: (i) gross sales of the borrower

cannot exceed size standards set by the SBA (e.g., $40.0 million for limited service hospitality properties) or,

alternatively, average net income cannot exceed $5.0 million for the most recent two fiscal years and tangible net worth

of the borrower must be less than $15.0 million, (ii) desired credit is not available for non-federal, non-state, or non-local

government sources without SBA assistance, (iii) the borrower must be a U.S. citizen or legal permanent resident and

(iv) the maximum aggregate SBA loan guarantees to a borrower and its affiliates cannot exceed $3.75 million.

SBA Section 7(a) Program key features include:

- The use of proceeds on fixed assets, working capital, real estate, business start-up costs, purchase an existing

business or refinancing business debt.

- Maximum loan amount of $5 million;
- Real estate loans have a 25 year maturity while all other loan purposes have a ten year maturity;
- Interest rates are negotiated between applicant and lender and are subject to maximums. The current maximums

are i) For loans of $50,000 or less: Prime Rate plus 6.50% ii) For loans of $50,001 to $250,000: Prime Rate plus

6.00% iii) For loans of $250,001 to $350,000: Prime Rate plus 4.50% iv) For loans of $350,001 and greater:

Prime Rate plus 3.00%;

- The guaranty fee is based on the loan’s maturity and dollar amount guaranteed. The lender initially pays the

guaranty fee and has the option to pass the expense on to the borrower at closing. For loans with a maturity of

12 months or less, the upfront guaranty fees are: i) For loans of $1,000,000 or less: 0.00% ii) For loans greater

than $1,000,000: 0.25% of the guaranteed portion. For loans with a maturity that exceeds 12 months, the

upfront guaranty fees are: i) For loans of $1,000,000 or less: 0.00% ii) For loans of $1,000,001 to $5,000,000:

3.50% of the guaranteed portion of the loan up to and including $1,000,000 plus 3.75% of the guaranteed

portion of the loan over $1,000,000;

- The annual service fee will be i) For loans of $500,000 and less: 0.00% ii) For loans of $500,001 to $1,000,000:

0.17% of the guaranteed portion of the outstanding balance of the loan iii) For loans of $1,000,001 up to and

including $5,000,000: 0.55% of the guaranteed portion of the outstanding balance of the loan; and

- A personal guarantee is required from all owners of 20% or more of the equity of the business. Lenders can

require personal guarantees of owners with less than 20% ownership.

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The illustration below presents our return on equity related to the SBA Section 7(a) Program generated through the

retained yield on the unguaranteed principal balance and sale premium and retained servicing on the guaranteed principal

balance.

|  |  |  |  |
| --- | --- | --- | --- |
| 75% Guaranteed | Guaranteed portion sold at premium. (Premiums over 10% are split 50/50 with SBA) | or | Guaranteed portion sold at par |
| 25% Unguaranteed & Retained |  |  |  |
| Interest income is earned on the retained portion of the loan | The premium paid by purchaser is immediate income to us. A 1% annual servicing fee is retained. |  | When sold at par, service fee will be in excess of 1.0% and all of the fee is retained. |

We have originated approximately $3.5 billion in Small Business Lending (“SBL”) loans since our program’s inception

in mid-2015.

The table below presents our SBL loan portfolio by delinquency status.

*(in thousands)*

|  | December 31, 2024 UPB | % of Total | Carrying Value (1) | % of Total |
| --- | ---: | ---: | ---: | ---: |
| Current | $1,277,013 | 93.5% | $1,249,454 | 95.2% |
| 30 - 59 days past due | 28,156 | 2.1 | 27,214 | 2.1 |
| 60+ days past due | 60,894 | 4.5 | 36,312 | 2.8 |
| **Total** | **$1,366,063** | **100.0%** | **$1,312,980** | **100%** |

(1) Includes loan assets of consolidated VIEs and is net of allowance.

The table below presents information on our sales of originated SBA Section 7(a) Program loans.

*(in thousands)*

|  | Proceeds Received for Sale of Guaranteed Portion of Loans | UPB Sold | Net Proceeds | Weighted Average Sales Premium (1) |
| --- | ---: | ---: | ---: | ---: |
| Q1 2022 | $67,257 | $60,323 | $6,934 | 11.5% |
| Q2 2022 | 109,287 | 99,827 | 9,460 | 9.5 |
| Q3 2022 | 105,351 | 97,025 | 8,326 | 8.6 |
| Q4 2022 | 109,874 | 101,956 | 7,918 | 7.8 |
| Q1 2023 | 81,315 | 74,252 | 7,063 | 9.5 |
| Q2 2023 | 106,825 | 97,879 | 8,946 | 9.1 |
| Q3 2023 | 98,868 | 90,965 | 7,903 | 8.7 |
| Q4 2023 | 107,273 | 98,525 | 8,748 | 8.9 |
| Q1 2024 | 149,303 | 135,392 | 13,911 | 10.3 |
| Q2 2024 | 189,471 | 170,663 | 18,808 | 11.0 |
| Q3 2024 | 280,341 | 254,285 | 26,056 | 10.2 |
| Q4 2024 | 232,678 | 210,718 | 21,960 | 10.4 |
| **Total** | **$1,637,843** | **$1,491,810** | **$146,033** | **9.8%** |

(1) Weighted average sales premiums are net after sharing any premiums above 10% with the SBA

The table below presents our securitization activities on the unguaranteed retained portion of our SBA Section 7(a)

Program loans.

*(in millions)*

|  | Asset Class | Issuance | Bonds Issued | Weighted Average Debt Cost | December 31, 2024 Outstanding Balance |
| --- | --- | --- | ---: | --- | ---: |
| **RCLT 2015-1** | SBA 7(a) Loans | June 2015 | $189.5 | Lesser of L+125 bps or Prime-150 bps | $— |
| **RCLT 2019-2** | SBA 7(a) Loans | December 2019 | 131.0 | SOFR+250 bps | 18.2 |
| **RCLT 2023-3** | SBA 7(a) Loans | July 2023 | 132.0 | Lesser of 30 day Avg SOFR or Prime+0.07% | 101.0 |

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In addition, we actively participated in the Paycheck Protection Program (the “PPP”) through the Treasury and SBA

prior to its termination in May 2021. PPP loans have: (a) an interest rate of 1.0%, (b) a five-year loan term to maturity

for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however, borrowers and

lenders may mutually agree to extend the maturity for such loans to five years); and (c) principal and interest payments

deferred for six months from the date of disbursement. The SBA guaranteed 100% of the PPP loans made to eligible

borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, was eligible to be

reduced by the loan forgiveness amount under the PPP. These loans also earned an origination fee of 1% to 5%,

depending on the loan size.

### FINANCING STRATEGY

We use prudent leverage to increase potential returns to our stockholders. We finance the loans we originate primarily

through securitization transactions, as well through other borrowings.

LMM securitization structures are non-recourse and typically provide debt equal to 50% to 90% of the cost basis of the

assets. Non-performing LMM ABS involve liquidating trusts with liquidation proceeds used to repay senior debt.

Performing LMM ABS involve longer-duration trusts with principal and interest collections allocated to senior debt and

losses on liquidated loans to equity and subordinate tranches. Our strategy includes continuing to finance our assets

through the securitization market, which will allow us to match fund the LMM loans pledged as collateral in an effort to

secure these securitizations on a long-term non-recourse basis.

We anticipate using other borrowings as part of our financing strategy, including re-securitizations, repurchase

agreements, warehouse facilities, bank credit facilities (including term loans and revolving facilities), and equity and

debt issuances.

Our financing agreements require us to maintain a debt-to-equity leverage ratio at certain levels. The amount of leverage

we may employ for particular assets will depend upon the availability of particular types of financing and Waterfall's

assessment of the credit, liquidity, price volatility and other risks of those assets and financing counterparties. We

currently target a total debt-to-equity leverage ratio between 4:1 to 4.5:1 and a recourse debt-to-equity leverage ratio

between 1.5:1 to 2:1. We believe that these target leverage ratios are conservative for these asset classes and exemplify

the conservative levels of borrowings we intend to use over time. We intend to use leverage for the primary purpose of

financing our portfolio and not for the purpose of speculating on changes in interest rates. We may, however, be limited

or restricted in the amount of leverage we may employ by the terms and provisions of any financing or other agreements

that we may enter into in the future, and we may be subject to margin calls as a result of its financing activity.

As of December 31, 2024, we had a total leverage ratio of 3.8x and recourse leverage ratio of 1.3x. Our operating

segments have different levels of recourse debt according to the differentiated nature of each segment. Our LMM

Commercial Real Estate and Small Business Lending segments have recourse leverage ratios of 0.4x and 0.1x,

respectively. The remaining recourse leverage ratio is from our corporate debt offerings.

### HEDGING STRATEGY

Subject to maintaining our qualification as a REIT, we may use derivative financial instruments (or hedging

instruments), including interest rate swap agreements, interest rate cap agreements, options on interest rate swaps, or

swaptions, financial futures, structured credit indices, and options in an effort to hedge the interest rate and credit spread

risk associated with the financing of our portfolio. Specifically, we attempt to hedge our exposure to potential interest

rate mismatches between the interest we earn on our assets and our borrowing costs caused by fluctuations in short-term

interest rates, and we intend to hedge our LMM loan originations from the date the interest rate is locked until the loan is

included in a securitization. We also use derivative instruments to limit our exposure to changes in currency rates in

respect of certain investments denominated in foreign currencies.

In utilizing leverage and interest rate hedges, our objectives include, where desirable, locking in, on a long-term basis, a

spread between the yield on our assets and the cost of our financing in an effort to improve returns to our stockholders.

We aim to hedge our originated loan inventory pending securitization with respect to changes in securitization liability

cost resulting from both changes in benchmark treasuries and credit spreads. Hedges are periodically re-balanced to

match expected duration of the securitization and are closed at securitization issuance with the resulting gain or loss

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allocated to the retained basis in the securitization with the objective of protecting the yield for the aforementioned

changes in securitization liabilities.

### COMPETITION

We compete with numerous regional and community banks, specialty-finance companies, savings and loan associations

and other entities, and we expect that others may be organized in the future. Additional REITs and other institutions may

increase competition for the available supply of LMM and SBL assets suitable for purchase, which may cause the price

for such assets to rise. Additionally, greater originations and supply of LMM and SBL loans by our competitors may

result in a reduction of interest rates on these loans. In the face of this competition, we expect Waterfall’s professionals

and their industry expertise to provide us a competitive advantage in sourcing transactions and help us assess acquisition

and origination risks and determine appropriate pricing for potential assets. Additionally, we believe that we are

currently one of only a handful of active market participants in the secondary LMM loan market. Due to the special

servicing expertise needed to effectively manage these assets, the small size of each loan, the uniqueness of the real

properties that collateralize the loans and the need to bring residential mortgage credit analysis into the underwriting

process, we expect a restrained competitive demand for these assets. We seek to manage credit risk through our loan-

level pre-origination or pre-acquisition due diligence and underwriting processes, which aims to mitigate the amount of

potential realized losses. However, we may not be able to achieve our business goals or expectations due to competitive

risks. For additional information concerning these competitive risks, see “Item 1A - Risk Factors – Risks Related to Our

Business – New entrants in the market” for risks related to LMM loans that could adversely impact our ability to acquire

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

### CORPORATE GOVERNANCE

Our Board has adopted guidelines which addresses processes and procedures used to manage company affairs and

includes the structure and balance of power between management and the Board. These Corporate Governance

Guidelines include the composition of our Board, its functions and responsibilities, its standing committees, director

qualification standards, access to management and independent advisors, director compensation, management

succession, director orientation and continuing education and the annual performance evaluation and review of our

Board and committees. In accordance with NYSE’s independence standards, a majority of the directors serving on our

Board are independent. The Audit, Nominating and Corporate Governance and Compensation Committees of our Board

are composed exclusively of independent directors.

We strive to maintain a workplace with the highest ethical standards of professional conduct in all business relationships

which include:

- Adopting a Code of Ethics, which covers a wide range of business practices and procedures, that applies to our

officers, directors, employees, if any, and independent contractors, to Waterfall and Waterfall’s officers and

employees, and to any of our affiliates or affiliates of Waterfall, and such affiliates’ officers and employees,

who provide services to us or Waterfall with respect to our Company. Covered persons may raise, on a

confidential basis, potential violations of the Code of Ethics with the Chief Compliance Officer (as defined in

the Code of Ethics).

- Implementing a whistleblowing policy for accounting and auditing matters that sets forth procedures by which

any covered persons may raise, on a confidential basis, concerns regarding, among other things, any

questionable or unethical accounting, internal accounting controls or auditing matters with our Audit

Committee.

- Adopting an Insider Trading Policy for Trading in the Securities of our Company (the “Insider Trading

Policy”), that governs the purchase or sale of our securities by any of our directors, officers, and associates (as

defined in the Insider Trading Policy), if any, and independent contractors, as well as officers and employees of

Waterfall and our officers, employees and affiliates, and that prohibits any such persons from buying or selling

our securities on the basis of material non-public information.

### HUMAN CAPITAL MANAGEMENT

We are managed by Waterfall pursuant to the management agreement. 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 who are also dedicated primarily to us. We or Waterfall may in

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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. Accordingly, with the exception of our Chief Financial Officer, Chief Operating Officer and Chief

Credit Officer, our executive officers are not required to devote any specific amount of time to our business. We are

responsible for the costs of our own employees. In our recruitment efforts, we strive to have a diverse group of

candidates to consider for roles and aim to both attract and retain exceptionally skilled employees though a culture

designed to foster and encourage performance, integrity, and inclusion. Waterfall and our Company invest heavily in

developing and supporting our employees throughout their careers and are committed to ensuring that they are engaged

both professionally and socially as we believe our people are the foundation of our success. We encourage the

professional development of our employees through regular in-person trainings and online learning resources and strive

to maintain a work environment that fosters professionalism, high standards of business ethics, teamwork and

cooperation. As of December 31, 2024, the Company had 475 full-time employees, excluding employees related to our

discontinued operations. The majority of our Company’s employees are employed by our Company’s subsidiaries. We

do not have, or expect to have, our own employees, as our management team is designated by Waterfall. Our corporate

headquarters are located at 1251 Avenue of the Americas, 50th Floor, New York, NY 10020, and our telephone number

is (212) 257-4600.

### INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Set forth below are the name, age, positions with our Company and Waterfall and certain biographical information for

our executive officers and other key personnel.

**Thomas E. Capasse, 67** is our Chairman of the Board, Chief Executive Officer and Chief Investment Officer. He is a

Manager and co-founder of Waterfall. Prior to founding Waterfall, Mr. Capasse managed the principal finance groups at

Greenwich Capital from 1995 until 1997, Nomura Securities from 1997 until 2001, and Macquarie Securities from 2001

until 2004. Mr. Capasse has significant and long-standing experience in the securitization market as a founding member

of Merrill Lynch’s ABS Group (1983 – 1994) with a focus on MBS transactions (including the initial Subprime

Mortgage and Manufactured Housing ABS) and experience in many other ABS sectors. Mr. Capasse began his career as

a fixed income analyst at Dean Witter and Bank of Boston. Mr. Capasse received a Bachelor of Arts degree in

Economics from Bowdoin College in 1979.

**Jack J. Ross, 67** is our President and a member of our Board. He is a Manager and co-founder of Waterfall. Prior to

founding Waterfall in January 2005, Mr. Ross was the founder of Licent Capital, a specialty broker/dealer for intellectual

property securitization. From 1987 until 1999, Mr. Ross was employed by Merrill Lynch where he managed the real

estate finance and ABS groups. Mr. Ross began his career at Drexel Burnham Lambert where he worked on several of

the early ABS transactions and at Laventhol & Horwath where he served as a senior auditor. Mr. Ross received a Master

of Business Administration degree in Finance with distinction from the University of Pennsylvania’s Wharton School of

Business in 1984 and a Bachelor of Science degree in Accounting, cum laude, from the State University of New York at

Buffalo in 1978.

**Andrew Ahlborn, 41** is our Chief Financial Officer. Mr. Ahlborn joined Waterfall in 2010 and was previously our

Controller. Prior to joining Waterfall, he worked in Ernst & Young, LLP's Financial Services Office. Mr. Ahlborn

received a Bachelor of Science degree in Accounting from Fordham University's Gabelli School of Business and a

Master of Business Administration through Columbia Business School. He is a licensed Certified Public Accountant in

New York.

**Gary T. Taylor, 65** is our Chief Operating Officer. Prior to joining our Company, Mr. Taylor served as President and

Chief Operating Officer of Newtek Business Credit from May 2015 to March 2019. From 2013 to 2015, Mr. Taylor was

Managing Director at Brevet Capital Management, and before that he was Chief Operating Officer of CIT Small

Business Lending from 2007 to 2013. Earlier in his career, Mr. Taylor held numerous roles within the financial services

industry including Lehman Brothers, Moody's Investors Service, AT&T Capital Corporation, Resolution Trust

Corporation, First Chicago Bank & Trust, and Chase Manhattan Bank. Mr. Taylor received a Bachelor of Science

degree, with Honors, in Business from Florida A&M University.

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**Adam Zausmer, 47** is our Chief Credit Officer. Prior to joining Waterfall in 2013, Mr, Zausmer was a Senior

Underwriter with JPMorgan Chase’s Commercial Term Lending business. Prior to JPMorgan Chase, he was a Vice

President on the Credit Risk Management team at Credit Suisse. Mr. Zausmer began his career as a Management

Associate within Citigroup’s Global Shared Services division and transitioned to the Residential Real Estate business as

a Senior Credit Risk Analyst. Mr. Zausmer received a Bachelor of Science degree in Business Administration from the

University of Buffalo in 1999 and a Master of Science degree in Real Estate from New York University in 2007.

### RECENT DEVELOPMENTS

On November 29, 2024, the Company entered into a definitive merger agreement with UDF IV, a real estate investment

trust providing capital solutions to residential real estate developers and regional homebuilders. Upon completion of the

merger, the Company is expected to have a pro forma equity capital base in excess of $2.2 billion. Under the terms of the

merger agreement, UDF IV will be permitted to distribute $75 million of cash on its pre-closing balance sheet to its

shareholders prior to the transaction closing (the “Pre-Closing Distribution”), representing value distributed by UDF IV

to its shareholders of up to $2.44 per share. Following such distribution, as part of the merger consideration, each

common share of beneficial interest of UDF IV (a "UDF IV share") will then be converted into 0.416 shares (the

“Exchange Ratio”) of Ready Capital common stock, with UDF IV shareholders receiving a total of approximately 12.8

million shares of Ready Capital common stock. The Exchange Ratio was negotiated to reflect an adjustment for the

expected Pre-Closing Distribution, as well as other valuation adjustments. Based on Ready Capital’s closing share price

on November 29, 2024, the implied value of the Ready Capital shares expected to be issued in connection with this

closing is approximately $94 million or $3.07 per UDF IV share. At closing, UDF IV shareholders are expected to own

approximately 7% of Ready Capital’s outstanding shares. In addition, as part of the merger consideration, UDF IV

shareholders will be entitled to receive 0.416 contingent value rights per UDF IV share, representing the potential right

to receive additional stock consideration after closing. The transaction is expected to close in the first half of 2025,

subject to the approval of UDF IV shareholders and other customary closing conditions.

### AVAILABLE INFORMATION

We maintain a website at www.readycapital.com and will make available, free of charge, on our website (a) our annual

report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including any amendments

thereto), proxy statements and other information (collectively, “Company Documents”) filed with, or furnished to, the

SEC, as soon as reasonably practicable after such documents are so filed or furnished, (b) our Corporate Governance

Guidelines, (c) our Director Independence Standards, (d) our Code of Conduct and Ethics and (e) written charters of the

Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board.

Company Documents filed with, or furnished to, the SEC are also available for review and copying by the public at the

SEC’s website at www.sec.gov. We provide copies of our Corporate Governance Guidelines and Code of Conduct and

Ethics, free of charge, to stockholders who request such documents. Requests should be directed to Jacques Cornet, ICR,

Inc., at 685 Third Avenue, 2nd Floor, New York, NY 10017.

## Risk factors

As filed, 268,036 characters.

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,

20

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 been severely affected by changes in the lending landscape and has experienced

defaults, credit losses and significant liquidity concerns, and there is no assurance that these conditions have fully

stabilized or that existing conditions will not worsen. 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. A continuation or increase in the 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-

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, 2024, the average loan-to-value (“LTV”) on the originated portfolio was 68.3%. The weighted

average LTV of our acquired loans was 80.4% as of December 31, 2024. LTV is calculated by dividing the current

carrying amount 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. Additional risks

inherent in the acquisition of delinquent 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.

### 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 and residential mortgage loans, MBS and other

assets with our repurchase agreements, credit facilities, and other financing agreements. Disruptions and uncertainty in

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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.

### 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

22

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

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;

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- 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.

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.

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### 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

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 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 that have

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resulted in the strengthening of the U.S. dollar against the foreign currencies in which we conduct business. 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;
- 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

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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.

### Current or 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.***

Current or 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;

- 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.

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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.

### 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.

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### 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 2024 and as a result of that audit, ReadyCap Commercial and Red Stone 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, 2024 included 61 loans

with a combined unpaid principal balance of $203.2 million.

### 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

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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

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 constructing 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. Of the

loans we held as of December 31, 2024, 5.3% were more than 60 days delinquent and 17.9% of those loans were

acquired as a result of the Mosaic Mergers and the Broadmark Merger. 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

30

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

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.

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### 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.***

Although we believe that we are currently one of only a handful of active market participants in the secondary LMM

loan market, new entrants in this 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

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;

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- 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

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

33

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.

### 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 securities, 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

34

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.

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.

On August 1, 2023, Fitch downgraded the U.S. government’s sovereign credit rating to AA+, down one notch from its

highest rating of AAA, citing the country’s growing debt obligations, deterioration in governance and political

polarization. On November 10, 2023, Moody’s lowered the U.S. government’s credit rating outlook from “stable” to

“negative”. Concerns related to political turmoil, federal borrowing and the federal budget deficit have increased the

possibility of future credit rating downgrades and economic slowdowns in the U.S. The downgrades by Fitch and

Moody’s, and any future downgrades by Fitch, Moody’s or other ratings agencies, 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

35

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

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

36

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, including the recent period of delinquencies and

defaults with respect to residential mortgage loans. We believe that we are currently one of only a handful of active

market participants in the secondary LMM loan market and 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.

***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. 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

37

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 will also treat securitization trusts as majority-owned subsidiaries for purposes of this analysis even where the

securities issued by such trusts do not meet the definition of voting securities under the 1940 Act only in cases where this

conclusion is supported by an opinion of counsel that the trust certificates or other interests issued by such securitization

trusts are the functional equivalent of voting securities and that, in any event, such securitization trusts should be

considered to be majority-owned subsidiaries for purposes of this analysis. 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

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

qualifications based upon SEC staff no-action letters. Although SEC staff no-action letters have not specifically

addressed the categorization of these types of assets, 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, publishes new or different guidance

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, we may be limited in 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.

In 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the 1940 Act,

including the nature of the assets that qualify for purposes of the exclusion and whether mortgage REITs should be

regulated in a manner similar to registered investment companies. 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.

Certain of our subsidiaries may 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 certain of our subsidiaries may rely on Section

3(c)(6) if, among other things, 55% of the assets of such subsidiaries 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 subsidiaries.

38

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

example, these restrictions will 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.

Further, if the SEC determined that we were an unregistered investment company, we would 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,

39

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.

### 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, 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

hackers, 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. The result of these incidents

may include disrupted operations, misstated or unreliable financial data, 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 and likely

increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade 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 viruses, cyber

incidents, 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

40

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.

### 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

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.

41

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, including the contemplated acquisition of UDF IV, 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;
- the potential loss of key personnel or operations;
- adverse reactions from our borrowers, lenders or other counterparties, or those of the divested business

segment;

42

- the risk of litigation or other judicial or administrative proceedings arising from the 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, 2025 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

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.

43

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

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

44

### 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.

### Risks Related to Our Residential Mortgage Lending Business

### Interest rate mismatches between our floating rate mortgages and our borrowings used to fund our purchases of

### these assets may cause us to suffer losses.

We will likely fund our residential mortgage loans with borrowings that have interest rates that adjust more frequently

than the interest rate indices and repricing terms of floating rate mortgage loans. Accordingly, if short-term interest rates

increase, our borrowing costs may increase faster than the interest rates on our floating rate mortgage loans adjust. As a

result, in a period of rising interest rates, we could experience a decrease in net income or a net loss.

45

In most cases, the interest rate indices and repricing terms of floating rate mortgage loans and our borrowings are not

identical, thereby potentially creating an interest rate mismatch between our investments and our borrowings. While the

historical spread between relevant short-term interest rate indices has been relatively stable, there have been periods

when the spread between these indices was volatile. During periods of changing interest rates, these interest rate index

mismatches could reduce our net income or produce a net loss, and adversely affect the level of our dividends and the

market price of our common stock.

In addition, floating rate mortgage loans are typically subject to lifetime interest rate caps that limit the amount an

interest rate can increase through the maturity of the floating rate mortgage loans. However, our borrowings under

repurchase agreements typically 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 caps could limit the

interest rates on these types of assets. This problem is magnified for 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 may receive less income on these types

of assets than we need to pay interest on our related borrowings. These factors could reduce our net interest income and

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

### We may be subject to liability in connection with our residential mortgage loans for potential violations of consumer

### protection laws and regulations.

Federal consumer protection laws and regulations have been enacted and promulgated that are designed to regulate

residential mortgage loan underwriting and originators’ lending processes, standards, and disclosures to borrowers.

These laws and regulations include the Ability to Repay/Qualified Mortgage Rule ("ATR/QM Rule") of the Consumer

Financial Protection Bureau (“CFPB”) under Regulation Z and Mortgage Servicing Rules under Regulation X and

Regulation Z. In addition, there are various other federal, state, and local laws and regulations that are intended to

discourage predatory lending practices by residential mortgage loan originators. For example, the federal Home

Ownership and Equity Protection Act of 1994 prohibits inclusion of certain provisions in residential mortgage loans that

have mortgage rates or origination costs in excess of prescribed levels and requires that borrowers be given certain

disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some cases

may impose restrictions and requirements greater than those in place under federal laws and regulations. In addition,

under the anti-predatory lending laws of some states, the origination of certain residential mortgage loans, including

loans that are not classified as “high cost” loans under applicable law, must satisfy a net tangible benefits test with

respect to the borrower. This test, as well as certain standards set forth in the ATR/QM Rule, may be highly subjective

and open to interpretation. As a result, a court may determine that a residential mortgage loan did not meet the standard

or test even if the originator reasonably believed such standard or test had been satisfied.

Mortgage loans also are subject to various other federal laws, including, among others:

- the Equal Credit Opportunity Act of 1974, as amended, and Regulation B promulgated thereunder, which

prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt

of public assistance or the exercise of any right under the Consumer Credit Protection Act of 1968, as

amended, in the extension of credit;

- the Truth in Lending Act, as amended (“TILA”) and Regulation Z promulgated thereunder, which both

require certain disclosures to the mortgagors regarding the terms of residential loans;

- the Real Estate Settlement Procedures Act, as amended (“RESPA”) and Regulation X promulgated

thereunder, which (among other things) prohibit the payment of referral fees for real estate settlement

services (including mortgage lending and brokerage services) and regulate escrow accounts for taxes and

insurance and billing inquiries made by mortgagors;

- the Americans with Disabilities Act of 1990, as amended, which, among other things, prohibits

discrimination on the basis of disability in the full and equal enjoyment of the goods, services, facilities,

privileges, advantages or accommodations of any place of public accommodation;

46

- the Fair Credit Reporting Act of 1970, as amended, and Regulation V promulgated thereunder, which

regulates the use and reporting of information related to the borrower’s credit history;

- the Consumer Financial Protection Act, enacted as part of the Dodd-Frank Act, which (among other things)

created the CFPB and gave it broad rulemaking, supervisory and enforcement jurisdiction over mortgage

lenders and servicers, and proscribes any unfair, deceptive or abusive acts or practices in connection with

any consumer financial product or service;

- the Fair Debt Collection Practices Act, which prohibits a debt collector from using abusive, unfair or

deceptive practices to collect debts;

- the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, under which residential mortgage

loan originators employed by financial institutions, must register with the Nationwide Mortgage Licensing

System and Registry, obtain a unique identifier from the registry, and maintain their registration in order to

originate residential mortgage loans;

- the Home Equity Loan Consumer Protection Act of 1988, which requires additional disclosures and limits

changes that may be made to the loan documents without the mortgagor’s consent, and restricts a

mortgagee’s ability to declare a default or to suspend or reduce a mortgagor’s credit limit to certain

enumerated events;

- the Depository Institutions Deregulation and Monetary Control Act of 1980, which pre-empts certain state

usury laws;

- the Dodd-Frank Act, including as described above;
- the Service Members Civil Relief Act, as amended, which provides relief to borrowers who enter into

active military service or who were on reserve status but are called to active duty after the origination of

their mortgage loans;

- the Right to Financial Privacy Act, which, among other requirements, imposes a duty to maintain

confidentiality of consumer financial records;

- the Fair Housing Act of 1968, which, among other things, prohibits discrimination on the basis

of race, religion, sex, disability, family status, and national origin;

- the Home Mortgage Disclosure Act, which requires certain financial institutions to publicly disclose

information about home mortgages; and

- the Alternative Mortgage Transaction Parity Act of 1982, which pre-empts certain state lending laws which

regulate alternative mortgage transactions.

Failure of us, residential mortgage loan originators, mortgage brokers or servicers to comply with these laws and

regulations, could subject us to monetary penalties and defenses to foreclosure, including by recoupment or setoff of

finance charges and fees collected, and could result in rescission of the affected residential mortgage loans, which could

adversely impact our business and financial results.

### GMFS is a seller/servicer approved to sell residential mortgage loans to Freddie Mac, Fannie Mae, the Housing and

### Urban Development (“HUD”)/ FHA, the USDA, and the VA and failure to maintain its status as an approved seller/

### servicer could harm our business.

GMFS is an approved Fannie Mae seller/servicer, Freddie Mac seller/servicer, Ginnie Mae issuer, HUD/ FHA mortgage,

USDA approved originator, and VA lender. As an approved seller/servicer, GMFS is required to conduct certain aspects

of its operations in accordance with applicable policies and guidelines published by these entities. Failure to maintain

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GMFS’s status as an approved seller/servicer would mean it would not be able to sell mortgage loans to these entities,

could result in it being required to re-purchase loans previously sold to these entities, or could otherwise restrict our

business and investment options and could harm our business and expose us to losses or other claims. Fannie Mae,

Freddie Mac or these other entities may, in the future, require GMFS 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.

### GMFS operates within a highly regulated industry on a federal, state and local level and the business results of

***GMFS are significantly impacted by the laws and regulations to which GMFS is subject.***

As a mortgage loan originator, GMFS is subject to extensive and comprehensive regulation under federal, state and local

laws and regulations in the United States. These laws and regulations significantly affect the way that GMFS conducts its

business and restrict the scope of the existing business of GMFS and may limit the ability of GMFS to expand its

product offerings or can make the cost to originate and service mortgage loans higher, which could impact our financial

results.

The CFPB adopted changes to its Mortgage Servicing Rules in August 2016. These may increase the costs of loss

mitigation and increase foreclosure timelines. Other new regulatory requirements or changes to existing requirements

that the CFPB may promulgate could require changes in the business of GMFS, result in increased compliance costs and

impair the profitability of such business. In addition, as a result of the Dodd-Frank Act’s expansion of the authority of

state attorneys general to bring actions to enforce federal consumer protection legislation, GMFS could be subject to

state lawsuits and enforcement actions, thereby further increasing the legal and compliance costs relating to GMFS.

Amendments to the Mortgage Servicing Rules have increased the complexity of the loss mitigation and foreclosure

processes and an inadvertent failure to comply with these rules could lead to losses in the value of the mortgage loans, be

an event of default under various servicing agreements or subject GMFS to fines and penalties. The cumulative effect of

these changes could result in a material impact on our earnings.

Additionally, the Dodd-Frank Act directed the CFPB to integrate certain mortgage loan disclosures under the TILA and

RESPA, and in October 2015, these disclosure rules went into effect for newly originated residential mortgage loans.

These rules include consumer disclosure document forms, processes for determining when disclosures must be updated

and timelines for providing disclosure documents to borrowers. These rules have created the need for substantial system

and process changes at GMFS and training for its employees. CFPB further amended disclosure requirements under

Regulation Z in 2017 and 2018. Failure to comply with these requirements may result in penalties for disclosure

violations under the TILA and RESPA.

GMFS could be subject to additional regulatory requirements or changes under the Dodd-Frank Act beyond those

currently proposed, adopted or contemplated, particularly given the ongoing heightened regulatory environment in which

financial institutions operate. The ongoing implementation of the Dodd-Frank Act, including the implementation of the

Mortgage Servicing Rules and the rules related to mortgage loan disclosures by the CFPB, could affect the marketability

or liquidity of asset-backed securities and increase the regulatory compliance burden, associated costs and place

restrictions on the operations of GMFS, which could in turn adversely affect the servicing of loans and related

receivables, operating results and regulation and supervision of GMFS.

Other regulations resulting from the Dodd-Frank Act may also have a material impact on the business of GMFS. Section

1033 of the Dodd Frank Act instructed the CFPB to implement rules that ensure certain providers of financial services

will make available to a consumer in an electronic form, upon request, information in the control or possession of such

providers concerning the consumer financial product or service that the consumer obtained from such provider, including

information relating to any transaction, series of transaction, or to the account including costs, charges and usage data.

Section 1033 could impose additional privacy and security requirements, operational burdens and increased risk of

liability for access to confidential information on providers of financial services.

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### Mortgage loan modification and refinance programs as well as future legislative action may adversely affect the value

### of, and the returns on, the target assets in which we invest.

The U.S. Government, through the Federal Reserve, the FHA and the FDIC, commenced implementation of programs

designed to provide homeowners with assistance in avoiding residential or commercial mortgage loan foreclosures,

including the Home Affordable Modification Program, which provides homeowners with assistance in avoiding

residential mortgage loan foreclosures, and the Home Affordable Refinance Program, which we refer to as HARP, which

allows borrowers who are current on their mortgage payments to refinance and reduce their monthly mortgage payments

at LTV ratios without new mortgage insurance. The programs may involve, among other things, the modification of

mortgage loans to reduce the principal amount of the loans or the rate of interest payable on the loans, or to extend the

payment terms of the loans.

Loan modification and refinance programs may adversely affect the performance of residential mortgage loans. These

loan modification programs, future legislative or regulatory actions, including possible amendments to the bankruptcy

laws, which result in the modification of outstanding residential mortgage loans, as well as changes in the requirements

necessary to qualify for refinancing mortgage loans with Fannie Mae, Freddie Mac or Ginnie Mae, may adversely affect

the value of, and the returns on residential mortgage loans and our other target assets that we may purchase.

### We may be affected by alleged or actual deficiencies in servicing and foreclosure practices of third parties, as well as

### related delays in the foreclosure process.

Allegations of deficiencies in servicing and foreclosure practices among several large sellers and servicers of residential

mortgage loans that surfaced in 2010 raised various concerns relating to such practices, including the improper execution

of the documents used in foreclosure proceedings, inadequate documentation of transfers and registrations of mortgages

and assignments of loans, improper modifications of loans, violations of representations and warranties at the date of

securitization, and failure to enforce put-backs.

As a result of alleged deficiencies in foreclosure practices, a number of servicers temporarily suspended foreclosure

proceedings beginning in the second half of 2010 while they evaluated their foreclosure practices. In late 2010, a group

of state attorneys general and state bank and mortgage regulators representing nearly all 50 states and the District of

Columbia, along with the U.S. Department of Justice and HUD, began an investigation into foreclosure practices of

banks and servicers. The investigations and lawsuits by several state attorneys general led to a settlement agreement in

March 2012 with five of the nation’s largest banks, pursuant to which the banks agreed to pay more than $25 billion to

settle claims relating to improper foreclosure practices. The settlement does not prohibit the states, the federal

government, individuals or investors in residential MBS from pursuing additional actions against the banks and servicers

in the future.

The integrity of the servicing and foreclosure processes are critical to the value of the residential mortgage loans and the

residential MBS collateralized by residential mortgage loans in which we will invest, and our financial results could be

adversely affected by deficiencies in the conduct of those processes. For example, delays in the foreclosure process that

have resulted from investigations into improper servicing practices may adversely affect the values of, and our losses on,

the residential mortgage loans we own or may originate or acquire. Foreclosure delays may also increase the

administrative expenses of any securitization trusts that we may sponsor, thereby reducing the amount of funds available

for distribution to our stockholders. In addition, the subordinate classes of securities issued by any such securitization

trusts may continue to receive interest payments while the defaulted loans remain in the trusts, rather than absorbing the

default losses. This may reduce the amount of credit support available for the senior classes we may own, thus possibly

adversely affecting these securities.

In addition, in these circumstances, we may be obligated to fund any obligation of the servicer to make advances on

behalf of a delinquent loan obligor. To the extent that there are significant amounts of advances that need to be funded in

respect of loans where we own the servicing right, it could have a material adverse effect on our business and financial

results.

While we believe that the sellers and servicers would be in violation of their servicing contracts to the extent that they

have improperly serviced mortgage loans or improperly executed documents in foreclosure or bankruptcy proceedings,

49

or do not comply with the terms of servicing contracts when deciding whether to apply principal reductions, it may be

difficult, expensive and time consuming for us to enforce our contractual rights.

We will continue to monitor and review the issues raised by the alleged improper foreclosure practices. While we cannot

predict exactly how the servicing and foreclosure matters or the resulting litigation or settlement agreements will affect

our business, there can be no assurance that these matters will not have an adverse impact on our consolidated results of

operations and financial condition.

### Our MSRs will expose us to significant risks.

Fannie Mae, Freddie Mac and Ginnie Mae generally require mortgage servicers to be paid a minimum servicing fee that

significantly exceeds the amount a servicer would charge in an arm’s-length transaction. Our residential MSRs are

recorded at fair value on our balance sheet based upon significant estimates and assumptions, with changes in fair value

included in our consolidated results of operations. Such estimates and assumptions would include, without limitation,

estimates of future cash flows associated with our residential MSRs based upon assumptions involving interest rates as

well as the prepayment rates, delinquencies and foreclosure rates of the underlying serviced mortgage loans.

The ultimate realization of the value of MSRs may be materially different than the fair values of such MSRs as reflected

in our financial statements as of any particular date. The use of different estimates or assumptions in connection with the

valuation of these assets could produce materially different fair values for such assets, which could have a material

adverse effect on our consolidated financial position, results of operations and cash flows. Accordingly, there may be

material uncertainty about the value of our MSRs.

Changes in interest rates are a key driver of the performance of MSRs. Historically, the value of MSRs has increased

when interest rates rise and decreased when interest rates decline due to the effect those changes in interest rates have on

prepayment estimates. We may pursue various hedging strategies to seek to reduce our exposure to adverse changes in

interest rates. Our hedging activity will vary in scope based on the level and volatility of interest rates, the type of assets

held and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us. To the

extent we do not utilize derivatives to hedge against changes in the fair value of MSRs, our balance sheet, consolidated

results of operations and cash flows would be susceptible to significant volatility due to changes in the fair value of, or

cash flows from, MSRs as interest rates change.

Prepayment speeds significantly affect excess mortgage servicing fees. Prepayment speed is the measurement of how

quickly borrowers pay down the unpaid principal balance of their loans or how quickly loans are otherwise brought

current, modified, liquidated or charged off. We will base the price we pay for MSRs and the rate of amortization of

those assets on factors such as our projection of the cash flows from the related pool of mortgage loans. Our expectation

of prepayment speeds will be a significant assumption underlying those cash flow projections. If prepayment speeds are

significantly greater than expected, the carrying value of MSRs could exceed their estimated fair value. If the fair value

of MSRs decreases, we would be required to record a non-cash charge, which would have a negative impact on our

financial results. Furthermore, a significant increase in prepayment speeds could materially reduce the ultimate cash

flows we receive from MSRs, and we could ultimately receive substantially less than what we paid for such assets.

Delinquency rates have a significant impact on the valuation of any excess mortgage servicing fees. An increase in

delinquencies will generally result in lower revenue because typically we will only collect servicing fees from agencies

or mortgage owners for performing loans. If delinquencies are significantly greater than we expect, the estimated fair

value of the MSRs could be diminished. When the estimated fair value of MSRs is reduced, we could suffer a loss,

which could have a negative impact on our financial results.

MSRs are subject to numerous U.S. federal, state and local laws and regulations and may be subject to various judicial

and administrative decisions imposing various requirements and restrictions on our business. Our failure to comply, or

the failure of the servicer to comply, with the laws, rules or regulations to which we or the servicer are subject by virtue

of ownership of MSRs, whether actual or alleged, could expose us to fines, penalties or potential litigation liabilities,

including costs, settlements and judgments, any of which could have a material adverse effect on our business, financial

condition, consolidated results of operations or cash flows.

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***GMFS originates residential mortgage loans which have risks of losses due to mortgage loan defaults or fraud.***

GMFS currently originates loans that are eligible to be purchased, guaranteed or insured by Fannie Mae, Freddie Mac,

FHA, VA and USDA through retail, correspondent and broker channels. GMFS may originate loans that are not

guaranteed or insured by such agencies or channels, and the origination of these residential mortgage loans have risks of

losses due to mortgage loan defaults or fraud. The ability of borrowers to make timely principal and interest payments

could be adversely affected by changes in their personal circumstances, a rise in interest rates, a recession, declining real

estate property values or other economic events, resulting in losses. Moreover, if a borrower defaults on a mortgage loan

that GMFS or we own and if the liquidation proceeds from the sale of the property do not cover the loan amount and the

legal, broker and selling costs, GMFS or we would experience a loss. We could experience losses if we fail to detect

fraud, where a borrower or lending partner has misrepresented its financial situation or purpose for obtaining the loan, or

an appraisal misrepresented the value of the property collateralizing its loan.

Some of the loans we originate may be insured in part by mortgage insurers or financial guarantors. Mortgage insurance

protects the lender or other holder of a loan up to a specified amount, in the event the borrower defaults on the loan.

Mortgage insurance is generally obtained only when the principal amount of the loan at the time of origination is greater

than 80% of the value of the property (LTV), although it may not always be obtained in these circumstances. Any

inability of the mortgage insurers to pay in full the insured portion of the loans that we hold would adversely affect the

value of our loans, which could increase our credit risk, reduce our cash flows, or otherwise adversely affect our

business.

### We will hold and may originate or acquire additional residential mortgage loans collateralized by subprime mortgage

### loans, which are subject to increased risks.

We will hold and may originate or acquire additional subprime residential mortgage loans backed by collateral pools of

subprime mortgage loans that have been originated using underwriting standards that are less restrictive than those used

in underwriting other higher quality mortgage loans. These lower standards include mortgage loans made to borrowers

having imperfect or impaired credit histories, mortgage loans where the amount of the loan at origination is 80% or more

of the value of the mortgage property, mortgage loans made to borrowers with low credit scores, mortgage loans made to

borrowers who have other debt that represents a large portion of their income and mortgage loans made to borrowers

whose income is not required to be disclosed or verified. Due to economic conditions, including lower home prices, as

well as aggressive lending practices, subprime mortgage loans have in recent years experienced increased rates of

delinquency, foreclosure, bankruptcy and loss, and they are likely to continue to experience delinquency, foreclosure,

bankruptcy and loss rates that are higher, and that may be substantially higher, than those experienced by mortgage loans

underwritten in a more traditional manner. Thus, because of the higher delinquency rates and losses associated with

subprime mortgage loans, the performance of subprime mortgage loans that we hold and may originate or acquire could

be correspondingly adversely affected, which could adversely impact our consolidated results of operations, financial

condition and business.

### Deficiencies in the underwriting of newly originated residential mortgage loans may result in an increase in the

### severity of losses on our residential mortgage loans.

The underwriting of newly originated residential mortgage loans is different than the underwriting and investment

process related to seasoned mortgage loans, which focuses, in part, on performance history. Prior to originating or

acquiring residential mortgage loans or other assets, GMFS or other subsidiaries may undertake underwriting and due

diligence efforts with respect to various aspects of the loan or asset. When underwriting or conducting due diligence,

GMFS, or other subsidiaries, rely on available resources, data and investigations by third parties, which may be limited.

The mortgage loan originator may also only conduct due diligence on a sample of a pool of loans or assets it is acquiring

and assume that the sample is representative of the entire pool. These underwriting and due diligence efforts may not

reveal matters that could lead to losses. If the underwriting process is not robust enough or if we do not conduct adequate

due diligence, or the scope of the underwriting or due diligence is limited, we may incur losses.

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

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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 residential mortgage loans. Although mortgage 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 may make exceptions to these guidelines. On a case-by-case basis,

underwriters may determine that a prospective borrower that does not strictly qualify under the underwriting guidelines

warrants an underwriting exception, based upon compensating factors. Compensating factors may include a lower LTV,

a higher debt coverage ratio, experience as an owner or investor, higher 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.

### Losses could occur due to a counterparty that sold loans to GMFS or our other subsidiaries refusing to or being

***unable to repurchase that loan or pay damages related to breaches of representations made by the seller.***

Losses could occur due to a counterparty that sold loans or other assets to GMFS or our other subsidiaries refusing to or

being unable to (e.g., due to its financial condition) repurchase loans or pay damages if it is determined subsequent to

purchase that one or more of the representations or warranties made to GMFS or our other subsidiaries in connection

with the sale was inaccurate.

Even if GMFS or another of our subsidiaries obtains representations and warranties from the loan seller counterparties

they may not parallel the representations and warranties GMFS or our other subsidiaries make to subsequent purchasers

of the loans or may otherwise not protect the seller from losses, including, for example, due to the counterparty being

insolvent or otherwise unable to make payments arising out of damages for a breach of representation or warranty.

Furthermore, to the extent the counterparties from which loans were acquired have breached their representations and

warranties, such breaches may adversely impact our business relationship with those counterparties, including by

reducing the volume of business our subsidiaries conduct with those counterparties, which could negatively impact their

ability to acquire loans and the larger mortgage origination business. To the extent our subsidiaries have significant

exposure to representations and warranties made to them by one or more counterparties, we may determine, as a matter

of risk management, to reduce or discontinue loan acquisitions from those counterparties, which could reduce the

volume of mortgage loans available for acquisition and negatively impact our business and financial results.

### The diminished level of Freddie Mac participation in, 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

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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.

### 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, Madison One. 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.

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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.

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 and December 2018,

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 will use prudent leverage to increase potential returns to our stockholders. 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 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.

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.

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### The transition away from the London interbank offered rate (“LIBOR”) to alternative reference rates may adversely

### impact our borrowings and assets.

Following their publication on June 30, 2023, no settings of LIBOR continue to be published on a representative basis

and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. As such, all of our outstanding

LIBOR-based borrowings and assets were converted to alternative interest rates, including the Secured Overnight

Financing Rate (“SOFR”). SOFR is a relatively new reference rate and has a very limited history. The future

performance of SOFR cannot be predicted based on its limited historical performance. Since the initial publication of

SOFR in April 2018, changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market

rates, such as U.S. dollar LIBOR. We and other market participants have less experience understanding and modeling

SOFR-based assets and liabilities than LIBOR-based assets and liabilities, increasing the difficulty of investing, hedging,

and risk management. As a result, the consequences of the phase-out of LIBOR cannot be entirely predicted at this time.

### 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

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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

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.

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### 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.

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

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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.

### 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.

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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.

### 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

59

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

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

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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

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, 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. 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% 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.

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### 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, no more than 20% of the value of our total assets can be

represented by stock and securities of one or more TRSs and no more than 25% of the value of our assets may consist of

“nonqualified publicly offered REIT debt instruments.” 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

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

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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. Under tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which was

signed into law on December 22, 2017, 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.

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

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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

(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

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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, no more than 20% 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% 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% 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

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

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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

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

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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-

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.

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### 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

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

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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.

The Tax 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.

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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 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

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- "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

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

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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,

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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

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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.

## Cybersecurity

As filed, 4,377 characters.

We recognize the importance of implementing and maintaining robust cybersecurity measures designed to safeguard the

confidentiality, integrity and availability of our data and systems. We seek to prevent or reduce risks by providing a

prompt, effective, and skillful response to cybersecurity threats. As a critical component of our overall risk management

process, we have adopted a framework that shares existing methodologies, reporting channels and governance processes

to identify, assess, manage and report cybersecurity threats on an ongoing basis. This risk management process is led by

our Incident Response Team (“IRT”), which is led by the Company’s Chief Technical Officer and the Head of

Infrastructure, and supported by the Chief Financial Officer, Chief Executive Officer and Chief Investment Officer, and

General Counsel. The IRT is responsible for assessing and managing cybersecurity risks, subject to the oversight of our

Board. In particular, our Head of Infrastructure is an experienced information technology professional with over 20 years

of experience in the industry, including oversight of our cybersecurity department. Certain members of the IRT report to

our Board on a quarterly basis regarding the external threat environment, steps taken by us to address and mitigate

cybersecurity risks as well as updates on our readiness to prevent, detect, respond and recover from a potential

cybersecurity incident (“Incident”). We conduct due diligence prior to engaging third-party service providers that have

access to our networks, systems, and/or customer or employee data. Third-party service providers are required to comply

with our policies regarding information security and are contractually required to meet all legal and regulatory

obligations. The Board reviews IRT reports, practices relating to information technology, information security,

cybersecurity, disaster recovery, business continuity, data privacy and data governance; and the Board monitors

compliance with regulatory requirements and industry standards.

In the event of an Incident, the IRT is authorized to take the appropriate steps deemed necessary to identify, assess,

contain, mitigate, and resolve the Incident including by (a) maintaining (i) the Company’s Incident Response Plan in the

event of an Incident, (ii) the Company’s Written Information Security Policy which governs information technology

security policies, and (iii) the Company’s Business Continuity Plan designed to keep all major business systems in

operation in the event of an Incident or other disaster (b) regularly monitoring all Company systems and user accounts

for any suspected Incidents (c) performing quarterly audits on all Company systems and user accounts (d) and general

cybersecurity awareness and data protection training for our employees. In addition, depending on the circumstances of

an Incident, we may engage third parties such as insurance carriers, outside legal counsel, forensic investigators, crisis

communications or public relations firms, investor relations firms and response vendors and we may coordinate with

regulators or law enforcement. We also assess third party risks when determining the selection and oversight of

applicable third-party service providers.

Increased cybersecurity risk due to the diversification of our data across external service providers and cyber Incidents

may adversely affect our business by causing a disruption to our operations, compromise our confidential information

and/or damage to our business relationships, all of which could negatively impact our financial results. As of the date of

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this Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably

likely to materially affect us, including our financial position, results of operations and/or business strategy. While we

have not, as of the date of this Form 10-K, experienced a cybersecurity threat or Incident that resulted in a material

adverse impact to our business or operations, there can be no guarantee that we will not experience such an Incident in

the future where we may be unable to implement effective preventative measures in a timely manner.

Further discussion of the potential impacts on our business from cyber intrusions is provided in “Risk Factors” in Part I,

## Properties

As filed, 1,224 characters.

Our principal executive offices are located at 1251 Avenue of the Americas, 50th Floor, New York, New York, 10020,

in an office space leased by our Manager as part of our management agreement. For our Small Business Lending

segment, we use the office of ReadyCap Lending located at 200 Connell Drive, Suite 4000, Berkeley Heights, New

Jersey, 07922, the office of Madison One located at 9375 East Shea Boulevard, Suite 100, Scottsdale, Arizona, 85260,

the office of Funding Circle located at 85 2nd Street, San Francisco, California, 94105, and the office of iBusiness

Funding LLC, located at 110 Southeast 6th Street, Suite 700, Fort Lauderdale, Florida, 33301. We use our principal

executive offices and the three offices of Red Stone located at 666 Old Country Road, Suite 603, Garden City, New

York, 11530, 350 Fifth Avenue, Suite 4830, New York, New York, 10118 and 750 Main Street, Suite 202, Mendota

Heights, Minnesota, 55118 for our LMM Commercial Real Estate segment. We do not own any properties and lease the

space we utilize for our offices and consider these facilities, which exclude properties related to our discontinued

operations, to be adequate for the management and operations of our business.

## Legal proceedings

As filed, 1,803 characters.

From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business.

On June 6, 2024, a purported former stockholder of Broadmark filed a class action lawsuit, captioned Eibling v. Pyatt, et

al., Case No. C-24-CV-24-000818, in the Circuit Court for Baltimore City, Maryland (the “Action”). The Action names

as defendants Broadmark’s former board of directors and alleges they breached their fiduciary duties in connection with

the Broadmark Merger by failing to properly consider acquisition proposals that were purportedly superior to the

Broadmark Merger, by relying on purportedly false and misleading valuation analyses, and by authorizing the issuance

of a purportedly false and misleading proxy statement. The Action also asserts claims against Broadmark’s financial

advisor for aiding and abetting these alleged breaches of fiduciary duty. The Action seeks damages in the form of

compensatory damages, quasi-appraisal damages, rescissory damages, and disgorgement of any merger-related benefits.

The Action also seeks reimbursement for litigation expenses and attorneys’ and experts’ fees. On September 13, 2024,

the Action was assigned to the Business and Technology Case Management Program of the Circuit Court for Baltimore

City, Maryland. Thereafter, on December 10, 2024, the defendants moved to dismiss the operative complaint. Although

the Company is not a defendant in the Action, it is subject to contractual indemnification obligations (conditioned on the

satisfaction of various contractual requirements) in connection therewith, including with respect to the defendants’

service as Broadmark directors and provision of services to Broadmark, as applicable. The defendants intend to

vigorously defend against the Action.

## Management's discussion and analysis

As filed, 9,615 characters.

### Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to

provide a reader of our consolidated financial statements with a narrative from the perspective of our management on our

financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our

MD&A is presented in five main sections:

- Overview
- Results of Operations
- Liquidity and Capital Resources
- Contractual Obligations and Off-Balance Sheet Arrangements
- Critical Accounting Estimates

The following discussion should be read in conjunction with our consolidated financial statements and accompanying

Notes included in Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K. The discussion and

analysis of our financial condition and results of operations is for the year ended December 31, 2024 compared with the

year ended December 31, 2023. Discussions of our financial condition and results of operations for the year ended

December 31, 2023 compared with the year ended December 31, 2022 that have been omitted under this item can be

found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities

and Exchange Commission on February 28, 2024.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and

financial performance based on current expectations that involve risks, uncertainties and assumptions. See “Forward-

Looking Statements” and “Critical Accounting Estimates” in this Form 10-K for certain other factors that may cause

actual results to differ, materially, from those anticipated in the forward-looking statements included in this Form 10-K.

Our actual results may differ materially from those in this discussion as a result of various factors, including but not

limited to those discussed in Part, 1. Item 1A, “Risk Factors” in this Form 10-K.

### Overview

### Our Business

We are a multi-strategy real estate finance company that originates, acquires, finances, and services LMM loans, SBA

loans, construction loans, USDA loans and, to a lesser extent, MBS collateralized primarily by LMM loans, or other real

estate-related investments. Our loans generally range in original principal amounts up to $40 million and are used by

businesses to purchase real estate used in their operations or by investors seeking to acquire multi-family, office, retail,

mixed use or warehouse properties. Our objective is to provide attractive risk-adjusted returns to our stockholders

primarily through dividends, as well as through capital appreciation. In order to achieve this objective, we continue to

grow our investment portfolio and believe that the breadth of our full-service real estate finance platform will allow us to

adapt to market conditions and deploy capital in our asset classes and segments with the most attractive risk-adjusted

returns.

Our Residential Mortgage Banking segment meets the criteria to be classified as held for sale and presented as a

discontinued operation. For all periods presented, the operating results for these operations have been removed from

continuing operations. The MD&A has been adjusted to exclude discontinued operations unless otherwise noted. We

report our activities in the following two operating segments:

- ***LMM Commercial Real Estate.*** We originate LMM loans across the full life-cycle of an LMM property

including construction, bridge, stabilized and agency loan origination channels through our subsidiary,

ReadyCap Commercial. These originated loans are generally held-for-investment or placed into

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securitization structures. As part of this segment, we originate and service multi-family loan products under

the Freddie Mac SBL program. These originated loans are held for sale, and subsequently sold to Freddie

Mac. We provide construction and permanent financing for the preservation and construction of affordable

housing, primarily utilizing tax-exempt bonds through Red Stone, a subsidiary. In addition, we acquire

LMM loans as part of our business strategy. We hold performing LMM loans to term and seek to maximize

the value of the non-performing LMM loans acquired by us through borrower-based resolution strategies.

We typically acquire non-performing loans at a discount to their unpaid principal balance when we believe

that resolution of the loans will provide attractive risk-adjusted returns.

- ***Small Business Lending.*** We acquire, originate and service owner-occupied loans guaranteed by the SBA

under the SBA Section 7(a) Program through our subsidiary, ReadyCap Lending. We hold an SBA license

as one of only 20 non-bank Small Business Lending Companies and have been granted preferred lender

status by the SBA. These originated loans are either held-for-investment, placed into securitization

structures, or sold. In addition, we acquire, originate and service USDA loans through our subsidiary,

Madison One, as well as originate and service small business loans through our subsidiary iBusiness

Funding LLC.

We are organized and conduct our operations to qualify as a REIT under the Code. To qualify as a REIT, we are required

to annually distribute substantially all of our net taxable income, excluding capital gain, to stockholders. To the extent

that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our REIT taxable

income, as adjusted, we will be required to pay U.S. federal corporate income tax on the undistributed income. We are

organized in a traditional UpREIT format pursuant to which we serve as the general partner of, and conduct substantially

all of our business through, our operating partnership. We also intend to operate our business in a manner that will

permit us to be excluded from registration as an investment company under the 1940 Act.

### Acquisitions

***United Development Funding IV.*** On November 29, 2024, the Company entered into a definitive merger agreement

with UDF IV, a real estate investment trust providing capital solutions to residential real estate developers and regional

homebuilders. Upon completion of the merger, the Company is expected to have a pro forma equity capital base in

excess of $2.2 billion. Under the terms of the merger agreement, UDF IV will be permitted to distribute the Pre-Closing

Distribution, representing value distributed by UDF IV to its shareholders of up to $2.44 per share. Following such

distribution, as part of the merger consideration, each UDF IV share will then be converted into a number of shares of

Ready Capital common stock equal to the Exchange Ratio, with UDF IV shareholders receiving a total of approximately

12.8 million shares of Ready Capital common stock. The Exchange Ratio was negotiated to reflect an adjustment for the

expected Pre-Closing Distribution, as well as other valuation adjustments. Based on Ready Capital’s closing share price

on November 29, 2024, the implied value of the Ready Capital shares expected to be issued in connection with this

closing is approximately $94 million or $3.07 per UDF IV share. At closing, UDF IV shareholders are expected to own

approximately 7% of Ready Capital’s outstanding shares. In addition, as part of the merger consideration, UDF IV

shareholders will be entitled to receive a number of CVRs equal to the Exchange Ratio per UDF IV share, representing

the potential right to receive additional stock consideration after closing. The transaction is expected to close in the first

half of 2025, subject to the approval of UDF IV shareholders and other customary closing conditions.

***Funding Circle.*** On July 1, 2024, the Company acquired Funding Circle through its subsidiary, iBusiness Funding LLC,

for approximately $41.2 million in cash plus the assumption of certain liabilities (the “Funding Circle Acquisition”).

Funding Circle is an online lending platform that originates and services small business loans. The Funding Circle

Acquisition integrates Funding Circle’s loan origination servicing platform with the Company’s Lending as a Service

("LaaS") and LenderAI product offerings. Refer to Notes 1 and 5, included in Part II, Item 8, “Financial Statements and

Supplementary Data,” of this Form 10-K, for more information about the Funding Circle Acquisition and the assets

acquired and liabilities assumed as a result of the Funding Circle Acquisition.

***Madison One.*** On June 5, 2024, the Company acquired Madison One, a leading originator and servicer of USDA and

SBA guaranteed loan products, for an initial purchase price of approximately $32.9 million paid in cash (the “Madison

One Acquisition”). Approximately $3.6 million of the initial purchase price was paid as bonuses to certain key Madison

One personnel in cash. Additional purchase price payments, including cash payments and the issuance of shares of

common stock of the Company, may be made over the four years following the acquisition date contingent upon the

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Madison One business achieving certain performance metrics. Part of the Company’s strategy in acquiring Madison One

included the value of the anticipated synergies arising from the acquisition and the value of the acquired assembled

workforce, neither of which qualify for recognition as an intangible asset. Refer to Notes 1 and 5, included in Part II,

## Market risk

As filed, 16,494 characters.

In the normal course of business, we enter into transactions in various financial instruments that expose us to various

types of risk, both on and off-balance sheet, which are associated with such financial instruments and markets for which

we invest. These financial instruments expose us to varying degrees of market risk, credit risk, interest rate risk, liquidity

risk, off-balance sheet risk and prepayment risk. Many of these risks have been augmented due to the continuing

economic disruptions caused by inflationary pressures, rising energy costs, heightened geopolitical tensions, and the

impact of pandemics and epidemics which remain uncertain and difficult to predict. We continue to monitor the impact

and effect of these risks in our operations.

***Market risk.*** Market risk is the potential adverse changes in the values of the financial instrument due to unfavorable

changes in the level or volatility of interest rates, foreign currency exchange rates, or market values of the underlying

financial instruments. We attempt to mitigate our exposure to market risk by entering into offsetting transactions, which

may include purchase or sale of interest-bearing securities and equity securities.

***Credit risk.*** We are subject to credit risk in connection with our investments in LMM loans and LMM ABS and other

target assets we may acquire in the future. The credit risk related to these investments pertains to the ability and

willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed

throughout the loan or security term. We believe that loan credit quality is primarily determined by the borrowers’ credit

profiles and loan characteristics. We seek to mitigate this risk by seeking to acquire assets at appropriate prices given

anticipated and unanticipated losses and by deploying a value-driven approach to underwriting and diligence, consistent

with our historical investment strategy, with a focus on projected cash flows and potential risks to cash flow. We further

mitigate our risk of potential losses while managing and servicing our loans by performing various workout and loss

mitigation strategies with delinquent borrowers. Nevertheless, unanticipated credit losses could occur which could

adversely impact operating results.

***Interest rate risk.*** 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.

Our operating results will depend, in part, on differences between the income from our investments and our financing

costs. Our debt financing is based on a floating rate of interest calculated on a fixed spread over the relevant index,

subject to a floor, as determined by the particular financing arrangement. The general impact of changing interest rates is

discussed above under “— Factors Impacting Operating Results — Changes in Market Interest Rates.” In the event of a

significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses

to us, which could materially and adversely affect our business, financial condition, liquidity, results of operations and

prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest-earning assets and

interest-bearing liabilities.

Additionally, non-performing LMM loans are not as interest rate sensitive as performing loans, as earnings on non-

performing loans are often generated from restructuring the assets through loss mitigation strategies and

opportunistically disposing of them. Because non-performing LMM loans are short-term assets, the discount rates used

for valuation are based on short-term market interest rates, which may not move in tandem with long-term market

interest rates.

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The table below projects the impact on our interest income and expense for the twelve-month period following

December 31, 2024, assuming an immediate increase or decrease of 25, 50, 75, and 100 basis points in interest rates.

*(in thousands)*

| Assets: | 12-month pretax net interest income sensitivity profiles Instantaneous change in rates 25 basis point increase | 50 basis point increase | 75 basis point increase | 100 basis point increase | 25 basis point decrease | 50 basis point decrease | 75 basis point decrease | 100 basis point decrease |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Loans | $15,516 | $31,118 | $46,739 | $62,374 | $(15,421) | $(29,447) | $(42,640) | $(55,666) |
| Interest rate swap hedges | 1,058 | 2,116 | 3,174 | 4,232 | (1,058) | (2,116) | (3,174) | (4,232) |
| **Total** | **$16,574** | **$33,234** | **$49,913** | **$66,606** | **$(16,479)** | **$(31,563)** | **$(45,814)** | **$(59,898)** |
| **Liabilities:** |  |  |  |  |  |  |  |  |
| Secured borrowings | (4,408) | (8,816) | (13,224) | (17,632) | 4,408 | 8,816 | 13,224 | 17,632 |
| Securitized debt obligations | (7,431) | (14,862) | (22,293) | (29,724) | 7,431 | 14,862 | 22,293 | 29,724 |
| Senior secured notes and corporate debt | (328) | (656) | (984) | (1,313) | 328 | 656 | 984 | 1,313 |
| **Total** | **$(12,167)** | **$(24,334)** | **$(36,501)** | **$(48,669)** | **$12,167** | **$24,334** | **$36,501** | **$48,669** |
| **Total Net Impact to Net Interest Income (Expense)** | **$4,407** | **$8,900** | **$13,412** | **$17,937** | **$(4,312)** | **$(7,229)** | **$(9,313)** | **$(11,229)** |

Such hypothetical impact of interest rates on our variable rate debt does not consider the effect of any change in overall

economic activity that could occur in a rising interest rate environment. Further, in the event of such a change in interest

rates, we may take actions to further mitigate our exposure to such a change. However, due to the uncertainty of the

specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial

structure.

***Liquidity risk.*** Liquidity risk arises in our investments and the general financing of our investing activities. It includes

the risk of not being able to fund acquisition and origination activities at settlement dates and/or liquidate positions in a

timely manner at a reasonable price, in addition to potential increases in collateral requirements during times of

heightened market volatility. It also includes risk stemming from PIK interest loans and loan modifications we may grant

to borrowers which are intended to minimize our economic loss and to avoid foreclosure or repossession of collateral.

Such modifications may include interest rate reductions, principal forgiveness, term extensions, and other-than-

insignificant payment delay, which may impact our ability to meet potential cash requirements and make us more reliant

on financing strategies. Additionally, if we were forced to dispose of an illiquid investment at an inopportune time, we

might be forced to do so at a substantial discount to the market value, resulting in a realized loss. We attempt to mitigate

our liquidity risk by regularly monitoring the liquidity of our investments in LMM loans, ABS and other financial

instruments. Factors such as our expected exit strategy for, the bid to offer spread of, and the number of broker dealers

making an active market in a particular strategy and the availability of long-term funding, are considered in analyzing

liquidity risk. To reduce any perceived disparity between the liquidity and the terms of the debt instruments in which we

invest, we attempt to minimize our reliance on short-term financing arrangements. While we may finance certain

investments in security positions using traditional margin arrangements and reverse repurchase agreements, other

financial instruments such as collateralized debt obligations, and other longer-term financing vehicles may be utilized to

provide us with sources of long-term financing.

***Prepayment risk.*** Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the

return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any

premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates

accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets.

Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates

accelerates the accretion of purchase discounts, thereby increasing the interest income earned on the assets.

***LMM loan and ABS extension risk.*** Our Manager computes the projected weighted-average life of our assets based on

assumptions regarding the rate at which the borrowers will prepay the mortgages or extend. If prepayment rates decrease

in a rising interest rate environment or extension options are exercised, the life of the fixed-rate assets could extend

beyond the term of the secured debt agreements. This could have a negative impact on our results of operations. In some

situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.

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***Real estate risk.*** The market values of commercial assets are subject to volatility and may be affected adversely by a

number of factors, including, but not limited to, national, regional and local economic conditions (which may be

adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of

housing, retail, industrial, office or other commercial space); changes or continued weakness in specific industry

segments; construction quality, construction cost, age and design; demographic factors; and retroactive changes to

building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential

proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.

***Fair value risk.*** The estimated fair value of our investments fluctuates primarily due to changes in interest rates.

Generally, in a rising interest rate environment, the estimated fair value of the fixed-rate investments would be expected

to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of the fixed-rate investments

would be expected to increase. As market volatility increases or liquidity decreases, the fair value of our assets recorded

and/or disclosed may be adversely impacted. Our economic exposure is generally limited to our net investment position

as we seek to fund fixed rate investments with fixed rate financing or variable rate financing hedged with interest rate

swaps.

***Counterparty risk.*** We finance the acquisition of a significant portion of our commercial mortgage loans, MBS and other

assets with our repurchase agreements, credit facilities, and other financing agreements. In connection with these

financing arrangements, we pledge our mortgage loans and securities as collateral to secure the borrowings. The amount

of collateral pledged will typically exceed the amount of the borrowings (i.e. the haircut) such that the borrowings will

be over-collateralized. As a result, we are exposed to the counterparty if, during the term of the financing, a lender

should default on its obligation and we are not able to recover our pledged assets. The amount of this exposure is the

difference between the amount loaned to us plus interest due to the counterparty and the fair value of the collateral

pledged by us to the lender including accrued interest receivable on such collateral.

We are exposed to changing interest rates and market conditions, which affects cash flows associated with borrowings.

We enter into derivative instruments, such as interest rate swaps, to mitigate these risks. Interest rate swaps are used to

mitigate the exposure to changes in interest rates and involve the receipt of variable-rate interest amounts from a

counterparty in exchange for us making payments based on a fixed interest rate over the life of the swap contract.

Certain of our subsidiaries have entered into over-the-counter (“OTC”) interest rate swap agreements to hedge risks

associated with movements in interest rates. Because certain interest rate swaps were not cleared through a central

counterparty, we remain exposed to the counterparty's ability to perform its obligations under each such swap and cannot

look to the creditworthiness of a central counterparty for performance. As a result, if an OTC swap counterparty cannot

perform under the terms of an interest rate swap, our subsidiary 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. While we would seek to terminate the relevant OTC swap transaction and may have a claim

against the defaulting counterparty for any losses, including unrealized gains, there is no assurance that we would be able

to recover such amounts or to replace the relevant swap on economically viable terms or at all. In such case, we could be

forced to cover our unhedged liabilities at the then current market price. We may also be at risk for any collateral we

have pledged to secure our obligations under the OTC interest rate swap if the counterparty becomes insolvent or files

for bankruptcy. Therefore, upon a default by an interest rate swap agreement counterparty, the interest rate swap would

no longer mitigate the impact of changes in interest rates as intended.

The table below presents information with respect to any counterparty for repurchase agreements for which our

Company had greater than 5% of stockholders’ equity at risk in the aggregate.

*(in thousands)*

|  | December 31, 2024 Counterparty Rating | Amount of Risk | Weighted Average Months to Maturity for Agreement | Percentage of Stockholders’ Equity |
| --- | --- | ---: | ---: | ---: |
| JPMorgan Chase Bank, N.A. | AA-/Aa2 | $526,490 | 19 | 27.2% |
| Morgan Stanley Bank, N.A. | A+/Aa3 | $125,979 | 5 | 6.5% |

In the table above,

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- The counterparty ratings presented are the long-term issuer credit rating as rated by S&P and Moody’s,

respectively.

- The amount at risk reflects the difference between the amount loaned through repurchase agreements, including

interest payable, and the cash and fair value of the assets pledged as collateral, including accrued interest

receivable.

***Capital market risk.*** We are exposed to risks related to the equity capital markets, and our related ability to raise capital

through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt

capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other

financing arrangements. As a REIT, we are required to distribute a significant portion of our taxable income annually,

which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital

to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our

decisions on the amount, timing, and terms of capital we raise.

***Off-balance sheet risk.*** Off-balance sheet risk refers to situations where the maximum potential loss resulting from

changes in the level or volatility of interest rates, foreign currency exchange rates or market values of the underlying

financial instruments may result in changes in the value of a particular financial instrument in excess of the reported

amounts of such assets and liabilities currently reflected in the accompanying consolidated balance sheets.

***Inflation risk.*** Most of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other

factors influence our performance significantly more than inflation does. Changes in interest rates may, but do not

necessarily, correlate with inflation rates and/or changes in inflation rates. Refer to “Quantitative and Qualitative

Disclosures About Market Risk – Interest Rate Risk” in this Form 10-K for a discussion on interest rate sensitivity.

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## Controls and procedures

As filed, 3,975 characters.

A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive

Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure

controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the

end of the period covered by this Form 10-K. Based on that review and evaluation, the Chief Executive Officer and

Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures, as designed and

implemented, were effective. Notwithstanding the foregoing, a control system, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company

to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial

reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f)

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promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a process designed by, or

under the supervision of, the Company’s principal executive and principal financial officers and effected by the

Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP

and includes those policies and procedures that:

- pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of the assets of the Company;

- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made

only in accordance with authorizations of management and directors of the Company; and

- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become

inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may

deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of

December 31, 2024. In making this assessment, the Company’s management used criteria set forth by the 2013

Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, the Company’s management believes that, as of December 31, 2024, the Company’s internal

control over financial reporting was effective based on those criteria.

### Changes in Internal Control over Financial Reporting

There have been no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule

13a-15(f) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially

affect, the Company’s internal control over financial reporting.

Our company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report

on the effectiveness of our company’s internal control over financial reporting. Management’s Report on Internal

Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Part

II, Item 8 of this Form 10-K.

Filed Mar 3, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-009464. Last ingested by Listed: Oct 24, 2026, 15:13 ET. No prices; not investment advice.