This action stems from a proposed transaction announced on November 4, 2021, pursuant to which Broadmark Realty Capital Inc. would be acquired by Ready Capital Corporation.

On April 20, 2023, Defendants filed a Proxy Statement with the United States SEC in connection with the Proposed Transaction. Broadmark shareholders voted to approve the Merger on May 30, 2023, which closed the next day. As a result of the Merger, each share of Broadmark common stock outstanding at the effective time of the Merger was converted into the right to receive 0.47233 shares of Ready Capital common stock.

The Complaint alleges that the Proxy Statement omitted material information with respect to the Proposed Transaction, which rendered the Proxy Statement false and misleading. The Complaint further alleges that as a direct result of Defendants’ negligent preparation, review, and dissemination of the false and/or misleading Proxy, Plaintiffs and the Class were precluded from exercising their right to vote on the Merger on a fully informed basis and were induced to vote their shares and accept inadequate consideration in connection with the Merger.