Mga Batayang Estadistika
CIK | 1784797 |
SEC Filings
SEC Filings (Chronological Order)
June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39134 BROADMARK REALTY CAPITAL INC.* (Exact name of registrant as speci |
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May 31, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 12, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 31, 2023 BROADMARK REALTY CAPITAL INC. (RCC MERGER SUB, LLC, as successor by merger to Broadmark Realty Capital Inc.) (Exact name of registrant as specified in its charter) Maryla |
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May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 Registration No. |
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May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 236197 UNDER THE SECURITIES ACT OF 1933 BROADMARK REALTY CAPITAL INC. (Ready Capital Corporation, as successor by merger to Broadmark Realty Capital Inc.) (Exact name of regis |
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May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 30, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commiss |
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May 31, 2023 |
As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 Registration No. |
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May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commiss |
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May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commiss |
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May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39134 84-2620891 (State or Other Jurisdiction of Incorporation) (Commiss |
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May 9, 2023 |
BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2023 RESULTS Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2023 RESULTS Seattle, WA – May 9, 2023 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed secured real estate finance company, today announced operating results for the quarter ended March 31, 2023. First Quarter 2023 Financial Highlights ▪ Total revenue of $24.7 million. ▪ GAAP net income of $4.6 millio |
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April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No. |
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April 20, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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March 1, 2023 |
Exhibit 10.3 November 7, 2022 Kevin Luebbers Dear Kevin: We are pleased that you have agreed to serve as the Interim President of Broadmark Realty Capital Inc. (the “Company”), in addition to your continuing service on the Board of Directors (the “Board”) of the Company. This letter sets forth the key terms and conditions for service as Interim President (“Interim President”). 1. Employment. Effec |
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March 1, 2023 |
Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.* Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Broadmark Realty Capital Inc. (“Company,” “we,” “us” and “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our common stock, par value $0.001 per share (“Common Stock”), and (2) wa |
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March 1, 2023 |
Exhibit 10.2 November 7, 2022 Jeffrey B. Pyatt Dear Jeff: We are pleased that you have agreed to serve as the Interim Chief Executive Officer of Broadmark Realty Capital Inc. (the “Company”), in addition to your continuing service as the Chairman of the Board of Directors (the “Board”) of the Company. This letter sets forth the key terms and conditions for service as Interim Chief Executive Office |
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March 1, 2023 |
Exhibit 21.1 SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. Subsidiary Jurisdiction of Incorporation or Formation BRMK Lending, LLC Delaware BRMK Management, Corp. Delaware Broadmark Private REIT Management, LLC Delaware Cataldo Square, LLC Washington PBRELF Peak, LLC Washington BRMK Jefferson, LLC Colorado BRMK Wasatch Properties LLC Washington BRMK Dayton Townhomes LLC Colorado BRMK Roth Park Bui |
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March 1, 2023 |
Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 7, 2022, is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), and Jonathan Hermes, an individual (“Employee”). RECITALS A. The Company desires to employ Employee, and Employee desires to be employed by the Company, as of December 1, 2022 (the “Effect |
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March 1, 2023 |
Exhibit 10.7 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE Agreement (this “Separation Agreement”) is made and entered into this 2nd day of November, 2022, by and between Broadmark Realty Capital Inc. (“Company”), a Maryland corporation, and Brian Ward (“Executive”). WHEREAS, the Company and the Executive previously entered into an Employment Agreement dated as of February 2, 2022, |
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February 28, 2023 |
Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2023 by and between Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), and Waterfall Management, LLC, a Delaware limited liability company (the “Stockholder”). WITNESSETH: WHEREAS, concurrently with the execution and delivery of this Agreement, Re |
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February 28, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among READY CAPITAL CORPORATION, RCC MERGER SUB, LLC and BROADMARK REALTY CAPITAL INC. Dated as of February 26, 2023 TABLE OF CONTENTS Article I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 6 2.1 The Merger 6 2.2 Closing 6 2.3 Effect of the Merger 6 2.4 Organizational Documents 7 2.5 M |
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February 28, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among READY CAPITAL CORPORATION, RCC MERGER SUB, LLC and BROADMARK REALTY CAPITAL INC. Dated as of February 26, 2023 TABLE OF CONTENTS Article I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 6 2.1 The Merger 6 2.2 Closing 6 2.3 Effect of the Merger 6 2.4 Organizational Documents 7 2.5 M |
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February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Co |
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February 28, 2023 |
Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2023 by and between Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), and Waterfall Management, LLC, a Delaware limited liability company (the “Stockholder”). WITNESSETH: WHEREAS, concurrently with the execution and delivery of this Agreement, Re |
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February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Co |
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February 28, 2023 |
Filed by Broadmark Realty Capital Inc. Filed by Broadmark Realty Capital Inc. (SEC File No. 001-39134) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Broadmark Realty Capital Inc. (SEC File No. 001-39134) READY CAPITAL AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE MERGER AGREEMENT February 27, 2023 Disc |
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February 27, 2023 |
BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2022 RESULTS Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2022 RESULTS Seattle, WA – February 27, 2023 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed secured real estate finance company, today announced operating results for the quarter and year ended December 31, 2022. Fourth Quarter 2022 Financial Highlights § Loan portfolio of $1.4 billion, including $4 |
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February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 26, 2023 READY CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-35808 90-0729143 (State or other jurisdiction of incorporation) (Commissio |
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February 27, 2023 |
BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2022 RESULTS Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2022 RESULTS Seattle, WA – February 27, 2023 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed secured real estate finance company, today announced operating results for the quarter and year ended December 31, 2022. Fourth Quarter 2022 Financial Highlights § Loan portfolio of $1.4 billion, including $4 |
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February 27, 2023 |
Exhibit 99.1 READY CAPITAL AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE MERGER AGREEMENT − Transaction will create the 4th largest commercial mortgage REIT with a capital base of $2.8 billion – − Highly synergistic platforms and capital optimization will drive strong earnings per share accretion in 2024 and sustained long-term growth − − Expected value at closing of approximately $787 million |
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February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 27, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Co |
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February 27, 2023 |
Exhibit 99.2 READY CAPITAL AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE MERGER AGREEMENT − Transaction will create the 4th largest commercial mortgage REIT with a capital base of $2.8 billion – − Highly synergistic platforms and capital optimization will drive strong earnings per share accretion in 2024 and sustained long-term growth − − Expected value at closing of approximately $787 million |
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February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 27, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Co |
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February 27, 2023 |
Exhibit 99.2 READY CAPITAL AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE MERGER AGREEMENT − Transaction will create the 4th largest commercial mortgage REIT with a capital base of $2.8 billion – − Highly synergistic platforms and capital optimization will drive strong earnings per share accretion in 2024 and sustained long-term growth − − Expected value at closing of approximately $787 million |
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February 27, 2023 |
READY CAPITAL AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE MERGER AGREEMENT February 27, 2023 Exhibit 99.2 READY CAPITAL AND BROADMARK REALTY CAPITAL ANNOUNCE DEFINITIVE MERGER AGREEMENT February 27, 2023 Disclaimer 2 These materials and any presentation of which they form a part are neither an offer to sell, nor a solicitation of an offer t o p urchase, an interest in Ready Capital Corporation (“Ready Capital,” “RC,” or the “Company”). Neither the Company nor any of its representatives or |
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February 9, 2023 |
BRMK / Broadmark Realty Capital Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0465-broadmarkrealtycapita.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Broadmark Realty Capital Inc. Title of Class of Securities: REIT CUSIP Number: 11135B100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to d |
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January 13, 2023 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per quarter share (the " |
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January 6, 2023 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES RECEIPT OF LETTER FROM NYSE REGULATION REGARDING LOW SELLING PRICE OF ITS WARRANTS Seattle, WA ? January 6, 2023 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced that on January 5, 2023 it had received a letter from NYSE Regulation indicating that NYSE Regulation |
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January 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2023 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Comm |
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November 7, 2022 |
Exhibit 10.1 AMENDMENT NO. 2 THIS AMENDMENT NO. 2 (this ?Amendment?), dated as of November 4, 2022, is entered into by and between BROADMARK REALTY CAPITAL INC., a Maryland corporation (the ?Borrower?), certain Lenders party to the Credit Agreement (as defined below) as of the date hereof and JPMOrgan CHASE BANK, N.A., as administrative agent (in such capacity, the ?Administrative Agent?). RECITAL |
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November 7, 2022 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES THIRD QUARTER 2022 RESULTS - Board of Directors Approves $75 Million Stock Repurchase Plan - Seattle, WA ? November 7, 2022 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter ended September 30, 2022. ?The Board of Directors is taki |
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November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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October 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 08, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39134 84-2620891 (State or Other Jurisdiction of Incorporation) (Comm |
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August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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August 8, 2022 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of April 29, 2022 (the ?Effective Date?), is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the ?Company?), and Daniel Hirsty, an individual (?Employee?). RECITALS A. Employee is currently employed by Broadmark pursuant to that certa |
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August 8, 2022 |
BROADMARK REALTY CAPITAL ANNOUNCES SECOND QUARTER 2022 RESULTS Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES SECOND QUARTER 2022 RESULTS Seattle, WA ? August 8, 2022 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter ended June 30, 2022. ?We closed on over $196 million of investments in the second quarter, at a weighted average yield great |
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June 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commiss |
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May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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May 9, 2022 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2022 RESULTS - Completes New Originations and Amendments of $189.6 Million - - Total Active Loan Portfolio of $1.6 Billion Across 20 States - Seattle, WA ? May 9, 2022 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter |
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May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39134 84-2620891 (State or Other Jurisdiction of Incorporation) (Commiss |
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May 5, 2022 |
EXHIBIT 24 - SECTION 16 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Nevin Boparai and David Schneider and their successors in office and designee, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commi |
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April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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April 28, 2022 |
DEF 14A 1 edge20003325x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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April 25, 2022 |
Exhibit 99.1 BROADMARK REALTY CAPITAL EXPANDS AND FURTHER STRENGHTHENS BOARD OF DIRECTORS – Appoints New Independent Director, Pinkie D. Mayfield – Seattle – April 25, 2022 – Broadmark Realty Capital Inc. (NYSE: BRMK) (“Broadmark” or the “Company”), an internally managed secured real estate finance company, announced that it is strengthening its Board of Directors with the addition of a new indepe |
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April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commi |
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March 17, 2022 |
Amended and Restated Bylaws, effective as of March 14, 2022. Exhibit 3.1 As adopted on March 14, 2022 Broadmark Realty Capital Inc. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of Broadmark Realty Capital Inc. (the ?Corporation?) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the ?Board of Directors?) may designate from time to time. Section 2. Addition |
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March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commi |
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February 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39134 84-2620891 (State or Other Jurisdiction of Incorporation) (Co |
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February 28, 2022 |
Exhibit 10.18 AMENDMENT NO. 1 THIS AMENDMENT NO. 1 (this ?Amendment?), dated as of November 12, 2021, is entered into by and between BROADMARK REALTY CAPITAL INC., a Maryland corporation (the ?Borrower?), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the ?Administrative Agent?). RECITALS WHEREAS, the Borrower, the lenders from time to time party thereto (the ?Lenders?), |
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February 28, 2022 |
Exhibit 21.1 SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. Subsidiary ? Jurisdiction of Incorporation or Formation BRMK Lending, LLC ? Delaware BRMK Management, Corp. ? Delaware Broadmark Private REIT Management, LLC ? Delaware Cataldo Square, LLC ? Washington PBRELF Clearview Sheldon, LLC ? Washington PBRELF Peak, LLC ? Washington South Hill Meridian, LLC ? Washington BRMK Jefferson, LLC Colorado |
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February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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February 28, 2022 |
BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2021 RESULTS Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2021 RESULTS Seattle, WA ? February 28, 2022 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter and year ended December 31, 2021. Jeff Pyatt, Chief Executive Officer of Broadmark, commented, ?We followed up our third |
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February 9, 2022 |
BRMK / Broadmark Realty Capital Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Broadmark Realty Capital Inc. Title of Class of Securities: REIT CUSIP Number: 11135B100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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February 7, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of February 2, 2022, is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the ?Company?), and Brian Ward, an individual (?Employee?). RECITALS A. The Company desires to employ Employee, and Employee desires to be employed by the Company, as of March 1, 2022 (the ?Effective Date |
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February 7, 2022 |
Exhibit 10.2 February 2, 2022 Jeffrey B. Pyatt Dear Jeff: We are pleased that you have agreed to serve as the Chairman of the Board of Directors (the ?Board?) of Broadmark Realty Capital Inc. (the ?Company?) in connection with your resignation of employment from the Company. This letter sets forth the key terms and conditions for your resignation of employment and your future service as Chairman o |
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February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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February 3, 2022 |
TMCX / Trinity Merger Corp. / FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT #3 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Co |
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November 17, 2021 |
Exhibit 10.1 BROADMARK REALTY CAPITAL INC. $100,000,000 5.00% Senior Notes due 2026 Note Purchase Agreement Dated November 12, 2021 TABLE OF CONTENTS Page SECTION 1. Authorization of Notes 1 Section 1.1. Initial Notes 1 Section 1.2. Additional Series of Notes 1 SECTION 2. Sale and Purchase of Notes. 2 SECTION 3. Closing. 2 SECTION 4. Conditions to Closing. 2 Section 4.1. Representations and Warran |
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November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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November 8, 2021 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES THIRD QUARTER 2021 RESULTS ? Produced Record for New Loan Originations ? Seattle, WA ? November 8, 2021 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter ended September 30, 2021. Jeff Pyatt, President and Chief Executive Officer o |
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November 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39134 84-2620891 (State or Other Jurisdiction of Incorporation) (Co |
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September 20, 2021 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES LEADERSHIP TRANSITION - Jeffrey Pyatt to Assume Executive Chairman Role - - Commences Search for President to Further Enhance and Strengthen Senior Leadership Team - Seattle ? September 20, 2021 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (?BRMK? or the ?Company?), an internally managed secured real estate finance company, today announced that Jeffr |
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September 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (C |
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August 9, 2021 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES SECOND QUARTER 2021 RESULTS ? Produced $212.3 Million of Loan Commitments ? Seattle, WA ? August 9, 2021 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter ended June 30, 2021. Jeff Pyatt, President and Chief Executive Officer of Br |
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August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 09, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-39134 84-2620891 (State or Other Jurisdiction of Incorporation) (Comm |
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August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 Broadmark Realty Capital Inc. |
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June 11, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commis |
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May 14, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 PROSPECTUS 13,810,651 Shares of Common Stock 8,663,866 Shares of Common Stock by the Selling Stockholders 7,174,613 Warrants by the Selling Stockholders BROADMARK REALTY CAPITAL INC. This prospectus relates to the resale from time to time of (a) an aggregate 8,663,866 shares of common stock, par value $0.001 per share, of Broadmark Realt |
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May 10, 2021 |
Form of Restricted Stock Unit Award Agreement (Executive Officers).* Exhibit 10.1 Form of Executive Officer Grant Broadmark Realty Capital Inc. GRANT NOTICE FOR 2019 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Broadmark Realty Capital Inc. (the ?Company?), hereby grants to the Participant named below the number of Restricted Stock Units specified below (the ?RSUs? or the ?Award?). Each Restricted Stock Unit represents the r |
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May 10, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 10, 2021 |
Form of Performance Restricted Stock Unit Agreement.* Exhibit 10.2 Form of Executive Officer Grant ? ? PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE Broadmark Realty Capital Inc. 2019 STOCK INCENTIVE PLAN ? The grant pursuant to this agreement (this ?Agreement?) is made as of the Grant Date, by Broadmark Realty Capital Inc. (the ?Company?) to (the ?Participant?). ? Upon and subject to this Agreement (which Agreement includes the Terms a |
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May 10, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 3 (To Prospectus dated September 11, 2020) BROADMARK REALTY CAPITAL INC. ? This Prospectus Supplement updates, amends and supplements the prospectus dated September 11, 2020 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitali |
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May 10, 2021 |
BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2021 RESULTS Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2021 RESULTS ? ? Seattle, WA ? May 10, 2021 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed secured real estate finance company, today announced operating results for the quarter ended March 31, 2021. ? Jeff Pyatt, President and Chief Executive Officer of Broadmark, commented, ?Housing and constructio |
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May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? ? ? ? ? Maryland 001-39134 84-2620891 ? ? ? ? ? (State or other jur |
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May 10, 2021 |
As filed with the Securities and Exchange Commission on May 10, 2021 Registration No. |
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April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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March 3, 2021 |
Distribution Agreement, dated March 2, 2021, by and among the Company and the Agents. Exhibit 1.1 Execution Copy DISTRIBUTION AGREEMENT March 2, 2021 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 JMP Securities LLC 400 Park Avenue, 5th Floor New York, NY 10022 Raymond James & Associates, Inc. 50 N. Front St., 20th Floor |
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March 3, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commis |
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March 3, 2021 |
$200,000,000 Broadmark Realty Capital Inc. Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-251075? PROSPECTUS SUPPLEMENT (To Prospectus dated January 15, 2021) $200,000,000 Broadmark Realty Capital Inc. Common Stock We have entered into a distribution agreement with J.P. Morgan Securities LLC, Barclays Capital Inc., B. Riley Securities, Inc., JMP Securities LLC and Raymond James & Associates, Inc. (each, a ?sales |
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March 2, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 2, 2021 |
Exhibit 21.1 ? SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. ? ? ? ? ? Subsidiary ? Jurisdiction of Incorporation or Formation BRMK Lending, LLC ? Delaware BRMK Management, Corp. ? Delaware Broadmark Private REIT Management, LLC ? Delaware Cataldo Square, LLC ? Washington PBRELF Clearview Sheldon, LLC ? Washington PBRELF Peak, LLC ? Washington South Hill Meridian, LLC ? Washington BRMK Jefferson, |
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March 1, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 1, 2021 |
Exhibit 21.1 ? SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. ? ? Subsidiary Jurisdiction of Incorporation or Formation BRMK Lending, LLC Delaware BRMK Management, Corp. Delaware Broadmark Private REIT Management, LLC Delaware Cataldo Square, LLC Washington PBRELF ? Courthouse Lots, LLC Washington PBRELF ? Independence Station, LLC Washington PBRELF Bella Commons, LLC Washington PBRELF Clearview Sh |
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March 1, 2021 |
Exhibit 22.1 SUBSIDIARY GUARANTORS AND ISSUERS ? Broadmark Realty Capital Inc. (the ?Company?) registered debt securities on a Form S-3 Registration Statement (File No. 333-251075) (the ?Registration Statement?) that may be offered and sold by the Company and that may be guaranteed by its subsidiaries, BRMK Lending, LLC and BRMK Management, Corp. The Registration Statement also included debt secur |
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March 1, 2021 |
Exhibit 10.4 ? EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of November 3, 2020 (the ?Effective Date?), is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the ?Company?), and Linda D. Koa, an individual (?Employee?). RECITALS A.Employee is currently employed by the Company; B.The Company and Employee desire to modify the terms of Em |
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March 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 1, 2021 Registration No. 333-235402 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-11 UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in gov |
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March 1, 2021 |
Exhibit 10.5 ? EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of November 19, 2020 (the ?Effective Date?), is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the ?Company?), and Daniel Hirsty, an individual (?Employee?). RECITALS A.Employee is currently employed by the Company; B. The Company and Employee desire to modify the terms of |
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March 1, 2021 |
Exhibit 4.6 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of December 31, 2020, Broadmark Realty Capital Inc. (?Company,? ?we,? ?us? and ?our?) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (1) our common stock, par value $0.001 per share |
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March 1, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No.2 (To Prospectus dated September 11, 2020) BROADMARK REALTY CAPITAL INC. ? This Prospectus Supplement updates, amends and supplements the prospectus dated September 11, 2020 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitaliz |
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February 25, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? ? ? ? ? Maryland 001-39134 84-2620891 ? ? ? ? ? (State or othe |
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February 25, 2021 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER 2020 RESULTS – Total Production of $194.8 Million of Loan Commitments – – Industry Leading Balance Sheet with $223.4 Million of Cash – Seattle, WA – February 25, 2021 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed secured real estate finance company, today announced operating results for the quarter |
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February 25, 2021 |
Exhibit 10.1 Execution Version ? ? ? ? CREDIT AGREEMENT dated as of February 19, 2021 among BROADMARK REALTY CAPITAL INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ? JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ? ? ? ? TABLE OF CONTENTS Page ARTICLE I Definitions?1 Section 1.01. Defined Terms?1 Section 1.02. Classification |
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February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Broadmark Realty Capital Inc. Title of Class of Securities: REIT CUSIP Number: 11135B100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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January 27, 2021 |
Exhibit 10.1 BROADMARK REALTY CAPITAL INC. EXECUTIVE OFFICER ANNUAL CASH BONUS PLAN 1. Eligibility Executive officers of Broadmark Realty Capital Inc. (the “Company”) who are employed by the Company or a Subsidiary (as defined in the Company’s 2019 Stock Incentive Plan) on the first day of the applicable calendar year with respect to which performance is determined, for years commencing on and aft |
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January 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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January 14, 2021 |
EXCERPTS FROM PROSPECTUS DATED SEPTEMBER 11, 2020 EXPLANATORY NOTE Exhibit 99.1 EXCERPTS FROM PROSPECTUS DATED SEPTEMBER 11, 2020 EXPLANATORY NOTE Except as otherwise indicated, this Exhibit 99.1 speaks as of September 11, 2020, does not reflect events that may have occurred subsequent to such date, and should be read in conjunction with the Company’s other filings with the Securities and Exchange Commission. Set forth below are certain defined terms used in this |
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January 14, 2021 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2021 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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January 14, 2021 |
Exhibit 99.2 RISK FACTORS Unless otherwise stated herein or the context otherwise requires, certain capitalized terms are used as defined in Exhibit 99.1 to the Form 8-K filed concurrently herewith. An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial conditio |
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January 14, 2021 |
BROADMARK REALTY CAPITAL INC. January 14, 2021 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-7010 Attention: Ruari Regan / David Link / Jennifer Monick Re: Broadmark Realty Capital Inc. Registration Statement on Form S-3 File No. 333-251075 Broadmark Realty Capital Inc. (the ?Company? or ?Broa |
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January 14, 2021 |
BROADMARK REALTY CAPITAL INC. January 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Broadmark Realty Capital Inc. BRMK Lending, LLC BRMK Management, Corp. Registration Statement on S-3 File No. 333-251075 Ladies and Gentlemen: Pursuant to Rule 461 of the rules and regulations promulgated under the S |
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January 14, 2021 |
As filed with the Securities and Exchange Commission on January 14, 2021 Registration No. |
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January 4, 2021 |
Subsidiary Guarantors and Issuers Exhibit 22.1 SUBSIDIARY GUARANTORS AND ISSUERS With respect to the debt securities included in Form S-3 Registration Statement (File No. 333-251075), (1) the debt securities of Broadmark Realty Capital Inc. offered thereby may be guaranteed by BRMK Lending, LLC and BRMK Management, Corp. and (2) the debt securities of BRMK Lending, LLC offered thereby will be guaranteed by Broadmark Realty Capital |
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January 4, 2021 |
As filed with the Securities and Exchange Commission on January 4, 2021 Registration No. |
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January 4, 2021 |
BROADMARK REALTY CAPITAL INC. January 4, 2021 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-7010 Attention: Ruari Regan / David Link Re: Broadmark Realty Capital Inc. Registration Statement on Form S-3 Filed December 2, 2020 File No. 333-251075 Broadmark Realty Capital Inc. (the ?Company? or ? |
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December 2, 2020 |
Form of Subordinated Indenture. Exhibit 4.7 Broadmark Realty Capital Inc., BRMK Lending, LLC, and each of the Guarantors named herein INDENTURE Dated as of , 20 Subordinated Debt Securities , Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 14.03 (c) 14.03 313(a) 2.06, 7.06 (b |
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December 2, 2020 |
Exhibit 4.6 Broadmark Realty Capital Inc., BRMK Lending, LLC, and each of the Guarantors named herein INDENTURE Dated as of , 20 Senior Debt Securities , Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.06 (b) 13.03 (c) 13.03 313 (a) 2.06, 7.06 (b)( |
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December 2, 2020 |
As filed with the Securities and Exchange Commission on December 2, 2020 Registration No. |
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November 25, 2020 |
BRMK / Broadmark Realty Capital Inc. / HN Investors LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Broadmark Realty Capital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Titles of Class of Securities) 11135B 100 (CUSIP Number) August 6, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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November 10, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 1 (To Prospectus dated September 11, 2020) BROADMARK REALTY CAPITAL INC. This Prospectus Supplement updates, amends and supplements the prospectus dated September 11, 2020 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitalize |
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November 9, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39134 |
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November 9, 2020 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 5, 2020, is entered into by and between Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), and Nevin Boparai, an individual (“Employee”). RECITALS A.The Company desires to employ Employee, and Employee desires to be employed by the Company, as of September 8, 2020 (the “Effecti |
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November 9, 2020 |
Certain identified information has been excluded from the exhibit because such information both (i) is not material and (ii) would be competitively harmful if publicly disclosed. |
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November 9, 2020 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES THIRD QUARTER 2020 RESULTS ? Originated $153.4 Million of Loans ? ? Industry Leading Balance Sheet with No Debt and $173.6 Million of Cash ? ? Seattle, WA ? November 9, 2020 ? Broadmark Realty Capital Inc. (NYSE: BRMK) (the ?Company?), an internally managed real estate secured finance company, today announced operating results for the quarter ended S |
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November 9, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? ? ? ? ? Maryland 001-39134 84-2620891 ? ? ? ? ? (State or other |
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September 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (C |
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September 11, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-235402 PROSPECTUS 13,810,676 Shares of Common Stock 11,355,402 Shares of Common Stock by the Selling Stockholders 7,174,613 Warrants by the Selling Stockholders BROADMARK REALTY CAPITAL INC. This prospectus relates to the resale from time to time of (a) an aggregate 11,355,402 shares of common stock, par value $0.001 per sha |
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September 4, 2020 |
Exhibit 21.1 SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. Subsidiary Jurisdiction of Incorporation or Formation BRMK Lending, LLC Delaware BRMK Management, Corp. Delaware Broadmark Private REIT Management, LLC Delaware Cataldo Square, LLC Washington PBRELF – Courthouse Lots, LLC Washington PBRELF – Independence Station, LLC Washington PBRELF Bella Commons, LLC Washington PBRELF Clearview Sheldon, |
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September 4, 2020 |
Table of Contents As filed with the Securities and Exchange Commission on September 4, 2020 Registration No. |
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August 25, 2020 |
Regulation FD Disclosure - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Comm |
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August 20, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 6 (To Prospectus dated December 17, 2019) BROADMARK REALTY CAPITAL INC. This Prospectus Supplement updates, amends and supplements the prospectus dated December 17, 2019, as supplemented to date (as supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-11 ( |
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August 10, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39134 BROA |
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August 10, 2020 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES SECOND QUARTER 2020 RESULTS – Originated $50.5 Million of Loans – – Industry Leading Balance Sheet with No Debt and $218 Million of Cash – Seattle, WA – August 10, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed commercial real estate finance company that provides secured financing, today announced operating r |
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August 10, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Comm |
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July 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commis |
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June 25, 2020 |
8-K 1 tm2023481d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other juris |
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June 17, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commis |
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May 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commiss |
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May 12, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333‑235402 Prospectus Supplement No. 5 (To Prospectus dated December 17, 2019) BROADMARK REALTY CAPITAL INC. This Prospectus Supplement updates, amends and supplements the prospectus dated December 17, 2019, as supplemented to date (as supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S‑11 ( |
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May 11, 2020 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2020 RESULTS – Originated $107 Million of Loans – – Strong Liquidity with No Debt and $258 Million of Cash – – Launched Broadmark Private REIT, Providing Additional Capital Source – Seattle, WA – May 11, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed commercial mortgage real estate investment tr |
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May 11, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 3/31/2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001‑39134 BROADMAR |
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May 11, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001‑39134 84‑2620891 (State or other jurisdiction of incorporation) (Commiss |
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April 29, 2020 |
Definitive Proxy Statement on Schedule 14A, filed on April 29, 2020 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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April 13, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 4 (To Prospectus dated December 17, 2019) BROADMARK REALTY CAPITAL INC. This Prospectus Supplement updates, amends and supplements the prospectus dated December 17, 2019 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitalized terms used in this |
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April 13, 2020 |
BROADMARK REALTY CAPITAL DECLARES MONTHLY DIVIDEND FOR APRIL 2020 Exhibit 99.1 BROADMARK REALTY CAPITAL DECLARES MONTHLY DIVIDEND FOR APRIL 2020 Seattle, WA – April 13, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed real estate investment trust providing financing for the acquisition, renovation and development of residential and commercial properties, today announced that its Board of Directors has declared a cash divid |
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April 13, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commi |
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March 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commi |
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March 17, 2020 |
Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE Agreement (this “Separation Agreement”) is made and entered into this 16th day of March, 2020, by and between Broadmark Realty Capital Inc. (“Company”), a Maryland corporation, and Adam Fountain (“Employee”). WHEREAS, the Company and the Employee previously entered into that certain Employment Agreement dated as of August 9, |
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March 17, 2020 |
Exhibit 10.2 Independent Contractor Agreement This INDEPENDENT CONTRACTOR Agreement (this “Agreement”) is made and entered into this 16th day of March, 2020, by and between Broadmark Realty Capital Inc. (“Company”), a Maryland corporation and Adam Fountain (“Contractor”). WHEREAS, the Company and the Contractor previously entered into that certain Employment Agreement dated as of August 9, 2019, p |
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March 16, 2020 |
Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.* Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Broadmark Realty Capital Inc. (“Company,” “we,” “us” and “our”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our common stock, par value $0.001 per share (“C |
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March 16, 2020 |
Exhibit 10.10 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 13, 2020, is entered into by and between Broadmark Realty Capital Inc. (formerly known as Trinity Sub Inc.), a Maryland corporation (the “Company”), and Joanne Van Sickle, an individual (“Employee”). RECITALS WHEREAS, the Company and the Employee previously enter |
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March 16, 2020 |
BRMK / Broadmark Realty Capital Inc. 10-K - Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39134 BROADMARK REALTY CAPITAL I |
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March 16, 2020 |
Exhibit 21.1 Subsidiaries of Broadmark Realty Capital Inc. Subsidiary Jurisdiction of Incorporation or Formation BRMK Lending, LLC Delaware BRMK Management, Corp. Delaware Broadmark Private REIT Management, LLC Delaware Cataldo Square, LLC Washington PBRELF – Courthouse Lots, LLC Washington PBRELF – Independence Station, LLC Washington PBRELF Bella Commons, LLC Washington PBRELF Clearview Sheldon, |
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March 16, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 3 (To Prospectus dated December 17, 2019) BROADMARK REALTY CAPITAL INC. This prospectus supplement updates, amends and supplements the prospectus dated December 17, 2019 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitalized terms used in this |
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March 16, 2020 |
BRMK / Broadmark Realty Capital Inc. POS EX - - POS EX As filed with the U.S. Securities and Exchange Commission on March 16, 2020 Registration No. 333-235402 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-11 UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in go |
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March 12, 2020 |
Exhibit 99.1 BROADMARK REALTY CAPITAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 RESULTS – Originated $480 Million of Loans in Full Year 2019 – – Completed Business Combination to Form Internally Managed, Unlevered Commercial Mortgage REIT – Seattle, WA – March 12, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), an internally managed commercial mortgage real estate investment t |
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March 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Commi |
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February 14, 2020 |
TMCX / Trinity Merger Corp. / FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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February 11, 2020 |
BRMK / Broadmark Realty Capital Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Broadmark Realty Capital Inc Title of Class of Securities: Common Stock CUSIP Number: 11135B100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1 |
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February 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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February 7, 2020 |
Exhibit 10.1 Form of Grant BROADMARK REALTY CAPITAL INC. GRANT NOTICE FOR 2019 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Broadmark Realty Capital Inc. (the “Company”), hereby grants to the Participant named below the number of Restricted Stock Units specified below (the “RSUs” or the “Award”). Each Restricted Stock Unit represents the right to receive on |
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January 31, 2020 |
BRMK / Broadmark Realty Capital Inc. S-8 - - S-8 As filed with the Securities and Exchange Commission on January 31, 2020 Registration No. |
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January 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 001-39134 84-2620891 (State or other jurisdiction of incorporation) (Com |
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January 31, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 2 (To Prospectus dated December 17, 2019) BROADMARK REALTY CAPITAL INC. This Prospectus Supplement updates, amends and supplements the prospectus dated December 17, 2019 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitalized terms used in this |
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January 10, 2020 |
Exhibit 99.1 BROADMARK REALTY CAPITAL DECLARES MONTHLY DIVIDEND FOR JANUARY 2020 Seattle, WA – January 10, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), a real estate investment trust providing financing for the acquisition, renovation and development of residential and commercial properties, today announced that its Board of Directors has declared a common stock dividend of $ |
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January 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2020 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 333-233214 84-2620891 (State or other jurisdiction of incorporation) (Com |
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January 10, 2020 |
BROADMARK REALTY CAPITAL DECLARES MONTHLY DIVIDEND FOR JANUARY 2020 Exhibit 99.1 BROADMARK REALTY CAPITAL DECLARES MONTHLY DIVIDEND FOR JANUARY 2020 Seattle, WA – January 10, 2020 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), a real estate investment trust providing financing for the acquisition, renovation and development of residential and commercial properties, today announced that its Board of Directors has declared a common stock dividend of $ |
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January 10, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-235402 Prospectus Supplement No. 1 (To Prospectus dated December 17, 2019) BROADMARK REALTY CAPITAL INC. This Prospectus Supplement updates, amends and supplements the prospectus dated December 17, 2019 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-235402). Capitalized terms used in this |
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December 17, 2019 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-235402 PROSPECTUS 13,811,676 Shares of Common Stock 11,359,802 Shares of Common Stock by the Selling Stockholders 7,174,613 Warrants by the Selling Stockholders BROADMARK REALTY CAPITAL INC. This prospectus relates to the resale from time to time of (a) an aggregate 11,359,802 shares of common stock, par value $0.001 per share |
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December 16, 2019 |
BRMK / Broadmark Realty Capital Inc. CORRESP - - Broadmark Realty Capital Inc. December 16, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Broadmark Realty Capital Inc. Registration Statement on S-11 Filed December 6, 2019 File No. 333-235402 Ladies and Gentlemen: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of |
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December 9, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2019 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 333-233214 84-2620891 (State or other jurisdiction of incorporation) (Co |
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December 9, 2019 |
BROADMARK REALTY CAPITAL DECLARES CASH DIVIDEND Exhibit 99.1 BROADMARK REALTY CAPITAL DECLARES CASH DIVIDEND Seattle, WA – December 9, 2019 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”), a real estate investment trust providing financing for the acquisition, renovation and development of residential and commercial properties, today announced that its Board of Directors has declared a common stock dividend of $0.12 per share. The |
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December 6, 2019 |
Power of Attorney (previously included on signature page of this registration statement). TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 6, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in governing instruments) 1420 Fif |
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December 6, 2019 |
SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. Exhibit 21.1 SUBSIDIARIES OF BROADMARK REALTY CAPITAL INC. Subsidiary Jurisdiction of Incorporation or Formation BRMK Lending, LLC Delaware Cataldo Square, LLC Washington PBRELF – Courthouse Lots, LLC Washington PBRELF – Independence Station, LLC Washington PBRELF Bella Commons, LLC Washington PBRELF Clearview Sheldon, LLC Washington PBRELF Honeysuckle, LLC Washington PBRELF Peak, LLC Washington S |
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December 2, 2019 |
BRMK / Broadmark Realty Capital Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39134 BROAD |
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November 26, 2019 |
Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of this 25th day of November 2019, by and among HN Investors LLC, Sean A. |
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November 26, 2019 |
BRMK / Broadmark Realty Capital Inc. / Hn Investors Llc - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Broadmark Realty Capital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Titles of Class of Securities) 11135B 100 (CUSIP Number) November 14, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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November 22, 2019 |
TMCX / Trinity Merger Corp. / FARALLON CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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November 22, 2019 |
BRMK / Broadmark Realty Capital Inc. / Multi-sector Credit, Llc Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Broadmark Realty Capital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 11135B100 (CUSIP Number) November 14, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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November 20, 2019 |
Exhibit 3.2 BROADMARK REALTY CAPITAL INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of Broadmark Realty Capital Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2. Additional Offices. The Corporation m |
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November 20, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2019 BROADMARK REALTY CAPITAL INC. (Exact name of registrant as specified in its charter) Maryland 333-233214 82-2620891 (State or other jurisdiction of incorporation) (C |
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November 20, 2019 |
Exhibit 10.5 EXECUTION VERSION SUBSCRIPTION AGREEMENT Trinity Sub Inc. c/o Trinity Merger Corp. 55 Merchant Street, Suite 1500 Honolulu, HI 96813 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among Trinity Sub Inc., a Maryland corporation (the “Company”), Trinity Merger Corp, a Delaware corporation (the “SPAC”), and certain real estate lending funds |
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November 20, 2019 |
EX-16.1 15 nc10006147x2ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 November 20, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 (which incorporates Item 2.01) of Form 8-K dated November 20, 2019, of Broadmark Realty Capital Inc. and are in agreement with the statements contained in the first paragraph under Changes in and Disagr |
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November 20, 2019 |
Exhibit 99.4 TRINITY MERGER CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this Trinity Merger Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “Trinity MD&A”) to the “Company,” “our,” “us” or “we” refer to Trinity Merger Corp. References to our “management” or our “management team” refer to |
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November 20, 2019 |
Exhibit 10.3 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub, Inc., a Maryland corporation (the “Company”), and Joanne Van Sickle, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among |
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November 20, 2019 |
Exhibit 10.6 FORM OF EXECUTION VERSION FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [], 2019 THIS FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Agreement”), made as of [], 2019, is by and among Trinity Sub Inc., a Maryland corporation (the “Company”), and [], a [] (the “Subscriber”). The Subscription Agreement, dated as of August 9, 2019 (the “Subscription Agreement”), shall be amended as |
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November 20, 2019 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 are based on the historical financial statements of Trinity and the Company Group after eliminating any inter-company activity of the Company Group (Pro Forma Companies and |
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November 20, 2019 |
Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS Trinity Merger Corp. For the Nine Months Ended September 30, 2019 Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 F-1 Condensed Consolidated Statements of Operations for nine months ended September 30, 2019 (unaudited) and the Period from January 24, 2018 (inception) to September 30, 2018 (unaudited) F-2 Co |
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November 20, 2019 |
Exhibit 4.4 AMENDMENT OF WARRANT AGREEMENT THIS AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of November 14, 2019, is made by and between Trinity Merger Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, the Company and the Warrant Agent are parties to that certain Warr |
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November 20, 2019 |
Exhibit 16.2 November 19, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Broadmark Realty Capital, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Broadmark Realty Capital, Inc. dated November 19, 2019 |
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November 20, 2019 |
Exhibit 10.4 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub Inc., a Maryland corporation (the “Company”), and Adam Fountain, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among the C |
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November 20, 2019 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 9, 2019, is entered into by and between Trinity Sub, Inc., a Maryland corporation (the “Company”), and Jeffrey B. Pyatt, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among t |
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November 20, 2019 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 14, 2019, is entered into by and between Trinity Sub Inc., a Maryland corporation (the “Company”), and David Schneider, an individual (“Employee”). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 9, 2019, by and among the Company, Trini |
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November 20, 2019 |
Exhibit 3.1 BROADMARK REALTY CAPITAL INC. ARTICLES OF AMENDMENT AND RESTATEMENT Broadmark Realty Capital Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: The Corporation desires to amend and restate its charter as currently in effect and as hereinafter amended (the “Charter”). SECOND: The pr |
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November 20, 2019 |
Exhibit 10.7 Approved by the stockholders of Trinity Merger Corp. on November 12, 2019 BROADMARK REALTY CAPITAL INC. 2019 STOCK INCENTIVE PLAN 1. Purpose The purpose of this Broadmark Realty Capital Inc. 2019 Stock Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of Broadmark Realty Capital Inc. (th |
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November 20, 2019 |
Exhibit 99.1 TRINITY MERGER CORP. AND BROADMARK ANNOUNCE COMPLETION OF BUSINESS COMBINATION - Combined Company Renamed Broadmark Realty Capital Inc. - - Will Trade Under the Ticker “BRMK” on the NYSE - Honolulu and Seattle, November 14, 2019—Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (“Trinity”) and the Broadmark real estate lending companies (“Broadmark”) today announced the completion of |
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November 20, 2019 |
Exhibit 4.5 SECOND AMENDMENT OF WARRANT AGREEMENT THIS SECOND AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of November 14, 2019, is made by and among Broadmark Realty Capital Inc., a Maryland corporation (“Broadmark Realty”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC, a Ne |
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November 20, 2019 |
BROADMARK REALTY CAPITAL INC. CODE OF BUSINESS CONDUCT AND ETHICS ACKNOWLEDGMENT Exhibit 14.1 Adopted by the Board of Directors on November 14, 2019, and effective upon the completion of the business combination of the Broadmark group of companies and Trinity Merger Corp. and its affiliates BROADMARK REALTY CAPITAL INC. CODE OF BUSINESS CONDUCT AND ETHICS 1. Purpose of the Code and Covered Persons This Code of Business Conduct and Ethics (the “Code”) for Broadmark Realty Capit |
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November 20, 2019 |
Exhibit 10.8 Execution Form INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of November, 2019, by and between Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as a director and/or an officer of the Company and ma |
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November 14, 2019 |
Exhibit 4.4 FORM OF AMENDMENT OF WARRANT AGREEMENT THIS AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of , 2019, is made by and between Trinity Merger Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant |
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November 14, 2019 |
Exhibit 3.2 BROADMARK REALTY CAPITAL INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of Broadmark Realty Capital Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time. Section 2. Additional Offices. The Corporation m |
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November 14, 2019 |
Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Broadmark Realty Capital Inc. Incorporated Under the Laws of the State of Maryland CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registere |
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November 14, 2019 |
Exhibit 4.5 FORM OF SECOND AMENDMENT OF WARRANT AGREEMENT THIS SECOND AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of , 2019, is made by and among Broadmark Realty Capital Inc., a Maryland corporation (“Broadmark Realty”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC, a New Y |
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November 14, 2019 |
EX-4.1 4 nc10006147x1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 |
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November 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Broadmark Realty Capital Inc. (Exact name of registrant as specified in its charter) Maryland 84-2620891 (State of incorporation or organization) (I.R.S. Employer Identification No.) 55 Merchant |
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November 14, 2019 |
BROADMARK REALTY CAPITAL INC. ARTICLES OF AMENDMENT AND RESTATEMENT EX-3.1 2 nc10006147x1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 BROADMARK REALTY CAPITAL INC. ARTICLES OF AMENDMENT AND RESTATEMENT Broadmark Realty Capital Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: The Corporation desires to amend and restate its charter as currently in effect and as hereinaf |
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November 14, 2019 |
EX-4.3 6 nc10006147x1ex4-3.htm EXHIBIT 4,3 Exhibit 4.3 EXECUTION VERSION WARRANT AGREEMENT between TRINITY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 14, 2018, is by and between Trinity Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant a |
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November 1, 2019 |
?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-233214 SUPPLEMENT NO. 1 DATED October 31, 2019 TO THE JOINT PROXY STATEMENT/PROSPECTUS DATED OCTOBER 18, 2019 SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS The following supplements the definitive joint proxy statement/prospectus dated October 18, 2019 (the ?Joint Proxy Statement/Prospectus?) related to the Agreement and Plan of Merger |
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October 31, 2019 |
Exhibit 99.1 TRINITY MERGER CORP. AND BROADMARK ANNOUNCE CHIEF FINANCIAL OFFICER AND TWO ADDITIONAL INDEPENDENT DIRECTORS TO JOIN BROADMARK REALTY CAPITAL INC. - David Schneider to Serve as Chief Financial Officer - - David A. Karp and Norma J. Lawrence to be Appointed as Additional Independent Directors - Honolulu and Seattle, October 31, 2019?Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (?T |
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October 31, 2019 |
Exhibit 99.1 TRINITY MERGER CORP. AND BROADMARK ANNOUNCE CHIEF FINANCIAL OFFICER AND TWO ADDITIONAL INDEPENDENT DIRECTORS TO JOIN BROADMARK REALTY CAPITAL INC. - David Schneider to Serve as Chief Financial Officer - - David A. Karp and Norma J. Lawrence to be Appointed as Additional Independent Directors - Honolulu and Seattle, October 31, 2019?Trinity Merger Corp. (Nasdaq: TMCX, TMCXW, TMCXU) (?T |
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October 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 TRINITY SUB INC. (Exact name of registrant as specified in its charter) Maryland 333-233214 82-2620891 (State or other jurisdiction of incorporation) (Commission File |
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October 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 TRINITY SUB INC. (Exact name of registrant as specified in its charter) Maryland 333-233214 82-2620891 (State or other jurisdiction of incorporation) (Commission File |
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October 18, 2019 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-233214 TRINITY SUB INC. MERGER PROPOSED?YOUR VOTE IS VERY IMPORTANT JOINT PROXY STATEMENT FOR SPECIAL MEETINGS OF STOCKHOLDERS AND WARRANT HOLDERS OF TRINITY MERGER CORP. AND MEMBERS OF PBRELF I, LLC, BRELF II, LLC, BRELF III, LLC AND BRELF IV, LLC PROSPECTUS FOR SHARES OF TRINITY SUB INC. COMMON STOCK AND WARRANTS T |
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October 17, 2019 |
BRMK / Broadmark Realty Capital Inc. CORRESP - - Trinity Sub Inc. October 17, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Commodities 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Ms. Stacie Gorman Re: Trinity Sub Inc. Registration Statement on Form S-4 Registration No. 333-233214 Dear Ms. Gorman: Trinity Sub Inc., a Maryland corporation (the “Company”), hereby resp |
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October 15, 2019 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW TRINITY MERGER CORP. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered hold |
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October 15, 2019 |
WARRANT AGREEMENT TRINITY MERGER CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.4 EXECUTION VERSION WARRANT AGREEMENT between TRINITY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of May 14, 2018, is by and between Trinity Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to |
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October 15, 2019 |
BROADMARK REALTY CAPITAL INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Exhibit 3.2 BROADMARK REALTY CAPITAL INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of Broadmark Realty Capital Inc. (the ?Corporation?) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the ?Board of Directors?) may designate from time to time. Section 2. Additional Offices. The Corporation m |
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October 15, 2019 |
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION Exhibit 99.5 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION |
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October 15, 2019 |
Consent of Person Named as About to Become Director Exhibit 99.9 Consent of Person Named as About to Become Director Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-4 (the ?Registration Statement?) of Trinity Sub Inc. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a |
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October 15, 2019 |
Consent of Person Named as About to Become Director Exhibit 99.7 Consent of Person Named as About to Become Director Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-4 (the ?Registration Statement?) of Trinity Sub Inc. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a |
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October 15, 2019 |
TRINITY MERGER CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] TRINITY MERGER CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A Common Stock, par value $0.0001 per share, of Trinity Merger Corp., a Delaware corporation (the ?Company?), transferable on the books of the Compa |
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October 15, 2019 |
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION Exhibit 99.2 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION |
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October 15, 2019 |
BRMK / Broadmark Realty Capital Inc. CORRESP - - October 15, 2019 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Commodities 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Ms. Stacie Gorman Re: Trinity Sub Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed September 19, 2019 Registration No. 333-233214 Dear Ms. Gorman: On behalf of Trinity S |
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October 15, 2019 |
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION Exhibit 99.6 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION |
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October 15, 2019 |
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION Exhibit 99.3 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION |
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October 15, 2019 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 15, 2019 Registration No. |
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October 15, 2019 |
Consent of Person Named as About to Become Director Exhibit 99.10 Consent of Person Named as About to Become Director Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-4 (the ?Registration Statement?) of Trinity Sub Inc. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a |
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October 15, 2019 |
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION Exhibit 99.4 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION |
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October 15, 2019 |
Consent of Person Named as About to Become Director Exhibit 99.8 Consent of Person Named as About to Become Director Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-4 (the ?Registration Statement?) of Trinity Sub Inc. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a |
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October 15, 2019 |
BROADMARK REALTY CAPITAL INC. ARTICLES OF AMENDMENT AND RESTATEMENT Exhibit 3.1 BROADMARK REALTY CAPITAL INC. ARTICLES OF AMENDMENT AND RESTATEMENT Broadmark Realty Capital Inc., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland (the ?SDAT?) that: FIRST: The Corporation desires to amend and restate its charter as currently in effect and as hereinafter amended (the ?Charter?). SECOND: The pr |
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October 15, 2019 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] TRINITY MERGER CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common Stock |
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October 15, 2019 |
PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION Exhibit 99.1 PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION |
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September 20, 2019 |
FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [___________], 2019 Exhibit 10.7 FORM OF EXECUTION VERSION FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT [], 2019 THIS FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this ?Agreement?), made as of [], 2019, is by and among Trinity Sub Inc., a Maryland corporation (the ?Company?), and [], a [] (the ?Subscriber?). The Subscription Agreement, dated as of August 9, 2019 (the ?Subscription Agreement?), shall be amended as |
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September 20, 2019 |
As filed with the Securities and Exchange Commission on September 19 , 2019 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 19 , 2019 Registration No. |
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September 19, 2019 |
BRMK / Broadmark Realty Capital Inc. CORRESP - - September 19, 2019 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Commodities 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Ms. Stacie Gorman Re: Trinity Sub Inc. Registration Statement on Form S-4 Filed August 12, 2019 File No. 333-233214 Dear Ms. Gorman: On behalf of Trinity Sub Inc. (the “Registrant”), |
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August 12, 2019 |
Exhibit 10.3 EXECUTION VERSION SUBSCRIPTION AGREEMENT Trinity Sub Inc. c/o Trinity Merger Corp. 55 Merchant Street, Suite 1500 Honolulu, HI 96813 Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) among Trinity Sub Inc., a Maryland corporation (the ?Company?), Trinity Merger Corp, a Delaware corporation (the ?SPAC?), and certain real estate lending funds |
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August 12, 2019 |
As filed with the Securities and Exchange Commission on August 12, 2019 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2019 Registration No. |
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August 12, 2019 |
Exhibit 10.4 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of August 9, 2019, is entered into by and between Trinity Sub Inc., a Maryland corporation (the ?Company?), and , an individual (?Employee?). RECITALS A. Pursuant to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of August 9, 2019, by and among the Company, Trini |
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August 12, 2019 |
Exhibit 10.1 Execution Version SPONSOR AGREEMENT This SPONSOR AGREEMENT (the ?Sponsor Agreement?), dated as of August 9, 2019, is entered into by and between HN Investors LLC, a Delaware limited liability company (?Sponsor?), Trinity Merger Corp., a Delaware corporation (?Trinity?), Trinity Sub Inc., a Maryland corporation (?PubCo?), PBRELF I, LLC, a Washington limited liability company (?Fund I?) |
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August 12, 2019 |
MANAGEMENT COMPANY SUPPORT AGREEMENT Exhibit 10.2 execution Version MANAGEMENT COMPANY SUPPORT AGREEMENT THIS MANAGEMENT COMPANY SUPPORT AGREEMENT, dated as of August 9, 2019 (this ?Agreement?), is entered into by and between Trinity Merger Corp., a Delaware corporation (?Trinity?), , a Washington limited liability company (?Management Company?), and the unitholders of Management Company listed on Schedule A hereto (each, a ?Unit Hol |
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August 12, 2019 |
Exhibit 10.5 TRINITY SUB INC. August 9, 2019 Joseph L. Schocken c/o Trinity Sub Inc. Dear Joe: We are pleased that you have agreed to serve as the Non-Executive Chairman of the Board of Directors of Trinity Sub Inc. (the ?Company?). This letter sets forth the key terms and conditions for your service as Non-Executive Chairman. Reference is made to that certain Agreement and Plan of Merger (the ?Me |