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Document

September 29, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Lewis and Ameen Hamady

Re:      Ready Capital Corp

Form 10-K for the fiscal year ended December 31, 2024

Form 10-Q for the quarterly period ended March 31, 2025

File No. 001-35808

Dear Messrs. Lewis and Hamady:

This letter is being submitted in response to the comment letter from the staff of the Securities & Exchange Commission (the “Staff”), dated September 2, 2025 and addressed to Andrew Ahlborn, Chief Financial Officer of Ready Capital Corporation (the “Company,” “we,” “us,” and “our”), relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Form 10-Q”). For your convenience, each comment is repeated below, followed by the Company’s response.

Form 10-Q for the quarterly period ended March 31, 2025

Note 5. Business Combinations, page 23

1.              We note you recorded a bargain purchase gain of $102.5M for the three months ended March 31, 2025 upon acquisition of United Development Funding IV (“UDF IV”). Please tell us in greater detail the reassessment performed under ASC 805-30-25-4 before recognizing the gain. In addition, please expand your disclosures to highlight the facts and circumstances that resulted in your acquisition of UDF IV at a significant discount relative to the fair value of net assets acquired consistent with the guidance in ASC 805-30-50-1(f)(2).

Response: The Company respectfully acknowledges the Staff’s comment and acknowledges that ASC 805-30-25-4 requires that if a bargain purchase gain is identified, the acquirer should reassess whether all of the assets acquired and liabilities assumed have been identified and recognized, including any additional assets and liabilities not previously identified or recognized in the acquisition accounting. In accordance with ASC 805-30-25-4, the Company followed the guidance outlined in ASC 805-20-25-5 and ASC 805-30-25-6 in completing its review of the business combination. Specifically, the Company completed the following items:

•To verify that all identifiable assets and liabilities assumed were properly accounted for in the business combination, the Company reviewed the historical financial statements of UDF IV, reconciled the business combination workpapers to the ending balance sheet of UDF IV, reviewed the underlying accounting workpapers at UDF IV and conducted interviews with the accounting professionals at UDF IV.

•Subsequent to identifying all identifiable assets and liabilities, the Company fair valued all identified assets and liabilities. More specifically, the Company engaged a third-party expert with relevant knowledge and experience to provide valuations on the loan portfolio and contingent liabilities. Fair values were determined using acceptable and common valuation methodologies, primarily the discounted cash flow approach. The Company gave additional scrutiny to those

assumptions requiring a higher degree of judgment and subjectivity. All other asset and liabilities, which included primarily cash, receivables and payables, were agreed back to source documents, such as bank statements, and assessed for collectability or liability, respectively.

•The Company determined, post completion of its review, that all assets and liabilities were properly identified, and that each asset and each liability was recorded properly at its fair value.

•The Company did not have a noncontrolling interest in UDF IV and determined upon completion of its review that no other noncontrolling interest existed.

•The Company did not hold a previous equity interest in UDF IV.

•As consideration for the asset and liabilities acquired, the Company issued 12,766,819 shares and an equal number of Contingent Value Rights determined by a fixed exchange ratio agreed to in the Agreement and Plan of Merger, “Merger Agreement”, dated November 29, 2024. On the business combination date, the Company valued the stock consideration using the closing price on March 13, 2025 of $5.06. For the Contingent Value Right, the Company engaged a third party to provide the valuation and reviewed the third party’s conclusion for accuracy and reasonableness of assumptions employed in the valuation.

The Company believes that the following factors contributed to the bargain purchase gain:

•The past performance of UDF IV’s stock price led to a significant discount in UDF IV’s market valuation compared to the fair value of UDF IV’s net assets.

•The suspension of UDF IV shares from Nasdaq on or around October 19, 2016, purportedly due to a failure to file its 2015 annual financial reports and subsequent quarterly reports with the SEC, followed by the delisting of the UDF IV shares from Nasdaq on or around May 28, 2017, led to significant illiquidity in the stock, allowing for the Company to make a compelling offer at a discount to the fair value of UDF IV’s net assets.

•The Merger Agreement dated November 29, 2024 included a fixed exchange ratio. On November 29, 2024, the Company’s stock price was $7.37 compared to $5.06 on the date of the merger. The decline in the Company’s stock price over that period accounted for $29.5 million of the $102.5 million total bargain purchase gain within the Form 10-Q for the period ended March 31, 2025

In future filings beginning with the Form 10-Q for the period ended September 30, 2025, the Company will expand its disclosure to highlight the facts and circumstances that resulted in its acquisition of UDF IV at a significant discount relative to the fair value of net assets acquired consistent with the guidance in ASC 805-30-50-1 (f)(2). The Company will add language substantially like the below in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 5 – Business Combinations (the following text is from the 10-Q for the quarterly period ended March 31, 2025, with the proposed new text to be included in future filings shown in blue, underlined text):

Unallocated - Corporate.

Q1 2025 versus Q1 2024. Non-interest income of $103.8 million primarily represented a gain on bargain purchase recognized from the UDF IV Merger, primarily driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of UDF IV’s shares, and a change in our stock price between the date of the agreement and the closing date of the merger.

Note 5. Business Combinations

UDF IV Merger

. . .

The table below illustrates the aggregate consideration transferred, net assets acquired, and the related bargain purchase gain, which was primarily driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of UDF IV’s shares, and a change in our stock price between the date of the agreement and the closing date of the merger.

Form 10-K for the fiscal year ended December 31, 2024

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 84

2.              We note that your provision for loan losses was approximately $292.8 million, $7.2 million and $34.4 million for the years ended December 31, 2024, 2023 and 2022 respectively and the subsequent increase in your loan recoveries disclosed in your Form 10-Q for the period ended March 31, 2025 of $109.6 million when compared to the $26.5 million for the same period ended March 31, 2024. We further note based on your disclosure on page 130, the significant increase in your general reserve and specific reserves in your allowance for credit losses for your Bridge Loans and Construction Loans respectively as of December 31, 2024 and December 31, 2023. Finally, we also note the significant increase in the number of loan modifications made to borrowers experiencing financial difficulty with 65 such loan modifications entered into during the year ended December 31, 2024 versus 21 loan modifications for the year ended December 31, 2023. Please further expand your disclosures to discuss the factors that led to the significant increase in the provision for loan losses and subsequent recoveries and the increase in your loan modifications made to borrowers experiencing financial difficulty. In that regard, please ensure that your disclosure highlights whether such changes are driven by general macroeconomic conditions and/or whether there were other specific circumstances such as loan type, geographic, market or other contributing to the significant change in your credit losses and allowance amounts between periods. Finally, please ensure your disclosures address whether you expect such disproportionate fluctuations and increase in trends to recur. See Item 303(b)(2)(i) and (ii) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment. For your convenience, the Company’s response is split into 3 sections, relating to the Provision/Allowance for Loan Loss and Loan Modifications, Recovery of Loan Losses, and Disproportionate Fluctuations and Increase in Trends.

Provision/Allowance for Loan Loss and Loan Modifications

The Company refers the Staff to the existing disclosure found in the following sections of our 10-K for the year ended December 31, 2024:

•Note 6 - Loans and Allowance for Credit Losses: Note 6 on page 130 discloses the allowances for loan losses as of December 31, 2024 and December 31, 2023, along with a summary of changes in the allowances for loan losses.  These tables show that the main driver of loan losses in 2024 related to the bridge loan portfolio and bridge loans held for sale. With respect to credit quality, Note 6 on page 129 includes disclosure showing the migration of the portfolio, especially bridge loans, to loans with higher loan-to-value ratios, which was driven by reduced property valuations for  loans secured by real property. In particular, we note that for December 31, 2024, 27.8% of loans had an LTV of 80.1% or greater, compared to only 8.7% of loans with an LTV of 80.1% or greater for December 31, 2023. With respect to loan modifications, Note 6 on pages 131 and 132 includes disclosure concerning loan modifications for the year ended December 31, 2024

with breakdowns concerning what constituted the carrying value of loan modifications, comparative details for the year ended December 31, 2023, and cites factors such as interest payment deferrals, payment modifications including reduction of interest payments, and term extensions.  For instance, the disclosure states that “[t]here were 30 loans with aggregate carrying value of $688.8 million, or 8.2% of loans, net, that were modified to include both term extensions and interest payment deferral.”

•Note 23 – Financial Instruments with Off-Balance Sheet Risk, Credit Risk, and Certain Other Risks: This note contains detailed disclosure addressing market, credit, and interest rate risks, all of which were drivers of changes in the allowance for loan losses.

•Item 7A. Quantitative and Qualitative Disclosures About Market Risk: This item contains detailed disclosure addressing market, credit, and interest rate risks, all of which were drivers of changes in the allowance for loan losses.

•Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within Factors Impacting Operating Results under Current Market Conditions: This item discloses factors affecting operating results, including interest rates, macroeconomic concerns and inflation, all of which were drivers in the fiscal year ended December 31, 2024.

Notwithstanding the foregoing, the Company confirms that in future filings, beginning with the Form 10-Q for the period ended September 30, 2025, it will expand its existing disclosures on the provision for loan loss and modifications. The Company will add language substantially like the below in Management’s Discussion and Analysis of Financial Condition and Results of Operations, leveraging disclosure contained elsewhere in the 10-K (the following text is from the 10-K for the year ended December 31, 2024, with the proposed new text to be included in future filings shown in blue, underlined text, and any deleted text shown in red, struck-through text):

Factors Impacting Operating Results

We expect that our results of operations will be affected by a number of factors and will primarily depend on the level of interest income from our assets, the market and fair value of our assets and the supply of, and demand for, LMM loans, SBA loans, USDA loans, construction loans, MBS and other assets we may acquire in the future, demand for housing, population trends, construction costs, the availability of alternative real estate financing from other lenders, changes in credit spreads, and the financing and other costs associated with our business. These factors may have an impact on our ability to originate new loans or the performance of our existing loan portfolio. Our net investment income, which includes the amortization of purchase premiums and accretion of purchase discounts, varies primarily as a result of changes in market interest rates, the rate at which our distressed assets are liquidated and the prepayment speed of our performing assets. Interest rates and prepayment speeds vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results may also be impacted by changes in our provision for loan losses. Increases in the provision for loan loss are primarily driven by a deterioration in the contractual performance of a loan. Macroeconomic factors including interest rates and inflation, as well as supply absorption and cap rate movements, may contribute to a deterioration in a loan’s contractual performance. In certain circumstances, the Company may choose to modify a loan which had experienced financial difficulty due to the factors previously described.  Our operating results may also be impacted by our available borrowing capacity, conditions in the financial markets, credit losses in excess of initial estimates or

unanticipated credit events experienced by borrowers whose loans are held directly by us or are included in our MBS. Difficult market conditions as well as inflation, energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, unemployment and the availability and cost of credit are factors which could also impact our operating results.

Balance Sheet Analysis and Metrics

As of December 31, 2024, total assets in our consolidated balance sheet were $10.1 billion, a decrease of $2.3 billion from December 31, 2023, primarily reflecting a decrease in Assets of consolidated VIEs and Loans, net. Assets of consolidated VIEs decreased $1.7 billion, due to paydowns on securitized loans. Loans, net decreased $642.0 million, primarily due to an increase in our general and specific reserves, which in total account for the allowance for loan losses on our balance sheet, as well as an increase in the CECL reserves and loans transferred to Loans, held for sale. The increase in the allowance for loan losses was primarily driven by reduced property valuations for loans secured by real property. The increase in loan modifications made to borrowers experiencing financial difficulty was primarily driven by an increase in loan delinquencies and in certain circumstances, loans with an inability to repay at maturity under the contractual terms of the loan. Property valuation declines, loan delinquencies and loans with an inability to repay at maturity were primarily driven by interconnected macroeconomic factors, specifically the rise in interest rates and increased inflationary pressure, as well as supply absor