BRMK Broadmark Realty Capital Inc

The information provided in the Introduction of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

On May 31, 2023, the Company, Merger Sub and Ready Capital consummated the Merger, pursuant to which the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving company. The articles of merger contemplated by the Merger Agreement were filed with the State Department of Assessments and Taxation of Maryland and the certificate of merger contemplated by the Merger Agreement was filed with the Secretary of State of the State of Delaware, in each case, on May 31, 2023.

Merger Consideration. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares held by Ready Capital, Merger Sub or by any subsidiary of Ready Capital, Merger Sub or the Company immediately prior to the Effective Time, which shares were automatically cancelled and retired and ceased to exist as of the Effective Time, with no consideration delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”)) was automatically converted into the right to receive (upon the surrender of the certificate representing such share or the surrender of a book-entry share, in accordance with the Merger Agreement) from Ready Capital 0.47233 (such number, the “Exchange Ratio”) shares of Ready Capital Common Stock, subject to adjustment, as provided in the Merger Agreement (the “Merger Consideration”). Cash will be paid in lieu of any fractional shares of Ready Capital Common Stock that would have been received as a result of the Merger.

Treatment of Outstanding Equity Awards. Each award of performance restricted stock units (each a “Company Performance RSU Award”) granted by the Company pursuant to its 2019 Stock Incentive Plan (the “Company Equity Plan”) was cancelled as of immediately prior to the Effective Time, with the holder thereof entitled to receive a number of shares of Ready Capital Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Company Performance RSU Award based on the achievement of the applicable performance metric measured as of immediately prior to the Effective Time and (ii) the Exchange Ratio.

Each award of restricted stock units that is not a Company Performance RSU Award granted pursuant to the Company Equity Plan (each a “Company RSU Award”) was assumed by Ready Capital and converted into an award of restricted stock units with respect to a number of shares of Ready Capital Common Stock, equal to the product of (i) the total number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such Company RSU Award as of immediately prior to the Effective Time.

Treatment of Outstanding Warrants. Each holder of a warrant (whether designated as public warrants, private warrants or otherwise) representing the right to purchase shares of Company Common Stock pursuant to that certain Warrant Agreement, dated as of May 14, 2018 (the “Company Warrant Agreement”), by and between Trinity Merger Corp. and Continental Stock Transfer & Trust Company, as amended (each a “Company Warrant”), was permitted to exercise such Company Warrant at any time prior to the Effective Time in exchange for Company Common Stock, in accordance with, and subject to, the terms and conditions of the Company Warrant Agreement. Following the Effective Time, each Company Warrant that is outstanding as of the Effective Time shall remain outstanding and entitle each holder thereof to receive, upon the exercise of such Company Warrant, the kind and amount of Merger Consideration that such holder would have been entitled to receive had such holder exercised such Company Warrant immediately prior to the Effective Time.

The definitive joint proxy statement/prospectus, filed with the SEC on April 20, 2023, and the supplemental disclosures on the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2023, contain additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors and executive officers of the Company in the Merger.

The Merger Agreement previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2023 is incorporated herein by reference. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement.