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

~~December~~February 3123, ~~2020~~2021

Date of Report (Date of earliest event reported)

ANWORTH MORTGAGE ASSET CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-13709	52-2059785
(Commission File Number)	(IRS Employer Identification No.)

1299 Ocean Avenue, 2nd Floor, Santa Monica, California	90401
(Address of Principal Executive Offices)	(Zip Code)

(310) 255-4493

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	ANH	New York Stock Exchange
Series A Cumulative Preferred Stock, $0.01 Par Value	ANHPRA	New York Stock Exchange
Series B Cumulative Convertible Preferred Stock, $0.01 Par Value	ANHPRB	New York Stock Exchange
Series C Cumulative Redeemable Preferred Stock, $0.01 Par Value	ANHPRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.0302. ~~Material~~Results ~~Modification~~of toOperation ~~Rights~~and ofFinancial ~~Security Holders~~Condition.

On ~~December~~February 3123, ~~2020~~2021, Anworth Mortgage Asset Corporation (“Anworth”) ~~announced~~issued ~~that~~a inpress ~~accordance~~release ~~with~~announcing ~~the~~its ~~terms~~financial ofresults ~~Anworth’s~~for the ~~6.25%~~fourth ~~Series~~quarter Bended ~~Cumulative~~December ~~Convertible Preferred Stock (the “Series B Preferred Stock”)~~31, ~~the~~2020. A ~~conversion~~copy ~~rate~~ of ~~the~~that ~~Series~~release Bis ~~Preferred~~furnished ~~Stock~~as ~~has~~Exhibit ~~increased from 6~~99.~~1874~~1 ~~shares of Anworth’s common stock~~ to ~~6.2176~~this ~~shares~~Current ofReport ~~its~~on ~~common~~Form ~~stock effective January 2, 2021~~8-K.

AsThe ~~previously~~information ~~announced~~in this Current Report on ~~December~~Form ~~16,~~8-K ~~2020,~~(including ~~the~~Exhibit ~~Board~~99.1) ofis ~~Directors~~being offurnished ~~Anworth~~pursuant ~~declared~~to aItem ~~quarterly~~2.02 ~~common~~and ~~stock~~Item ~~dividend~~9.01 of ~~$0.05~~Form ~~per~~8-K ~~share,~~and ~~which~~shall isnot ~~payable~~be ondeemed ~~January~~“filed” ~~29,~~for ~~2021~~the topurposes ~~holders~~ of ~~record~~Section of18 ~~Anworth’s common stock as~~ of the ~~close~~Securities ofExchange ~~business~~Act onof ~~December 31~~1934, ~~2020. When~~as ~~Anworth~~amended ~~pays~~(the a“Exchange ~~cash~~Act”), ~~dividend~~or ~~during~~otherwise ~~any~~subject ~~quarterly fiscal period~~ to ~~its~~the ~~holders~~liabilities of ~~common stock in an amount~~ that ~~results in an annualized common stock dividend yield greater than 6~~Section.~~25%~~ ~~(the~~The ~~dividend~~information ~~yield~~in onthis ~~the~~Current ~~Series~~Report ~~B Preferred Stock), the conversion rate~~ on Form ~~the~~8-K ~~Series~~shall Bnot ~~Preferred~~be ~~Stock~~incorporated isby ~~adjusted~~reference ~~based~~into onany aregistration ~~formula~~statement ~~specified~~or ~~in the~~other ~~Articles~~document ~~Supplementary~~filed ~~Establishing~~pursuant ~~and~~to ~~Fixing~~ the ~~Rights~~Securities ~~and~~Act ~~Preferences~~ of ~~the~~1933, ~~Series~~as Bamended ~~Preferred~~(the ~~Stock. As~~“Securities ~~a result of this dividend~~Act”), ~~the~~or ~~conversion rate of~~ the ~~Series~~Exchange BAct, ~~Preferred~~except ~~Stock~~as ~~has~~shall ~~increased~~be ~~from~~expressly ~~6.1874~~set ~~shares~~forth ~~of Anworth’s common~~by ~~stock~~specific toreference ~~6.2176~~in ~~shares~~such ~~of its common stock effective January 2, 2021~~filing.

~~Item~~As discussed therein, the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions.01 ~~Other~~These ~~Events~~forward-looking statements relate to Anworth’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in Anworth’s other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

OnItem ~~December 31, 2020, Anworth issued a press release (the “Press Release”) announcing that in accordance with the terms of Anworth’s 6~~9.~~25% Series B Cumulative Convertible Preferred Stock (“Series B Preferred Stock”), the conversion rate of the Series B Preferred Stock has increased from 6~~01.~~1874~~ ~~shares~~Financial ofStatements ~~Anworth’s~~and ~~common stock to 6~~Exhibits.~~2176 shares of its common stock effective January 2, 2021.~~

A(a) ~~copy~~Not ofApplicable. ~~the~~(b) ~~Press~~Not ~~Release~~Applicable. is(c) ~~filed~~Not asApplicable. (d) Exhibits. Exhibit 99.1 toPress ~~this~~Release ~~Current~~dated ~~Report~~February on23, ~~Form~~2021 ~~8-K~~announcing Anworth’s financial and operating results for the fourth quarter ended December 31, 2020.

AsImportant ~~discussed~~Additional ~~therein,~~Information ~~the~~about ~~Press Release contains forward-looking statements within~~ the ~~meaning~~Proposed ofMerger ~~Section 27A of the Securities Act~~ and ~~Section~~Where ~~21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate~~ to ~~Anworth’s~~Find current expectations and are subject to the limitations and qualifications set forth in the press release as well as in Anworth’s other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.It

1In connection with the proposed merger transaction contemplated by the Agreement and Plan of Merger, dated as of December 6, 2020, by and among Ready Capital Corporation, a Maryland corporation (“Ready Capital”), RC Merger Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital (“Merger Sub”), and Anworth, pursuant to which, subject to the terms and conditions therein, Anworth will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company (such, transaction, the “Merger”), Ready Capital has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-251863), which was declared effective by the SEC on February 9, 2021. The registration statement includes a prospectus of Ready Capital and a joint proxy statement of Anworth and Ready Capital. Anworth and Ready Capital also expect to file with the SEC other documents regarding the Merger.

~~Item~~STOCKHOLDERS 9OF ANWORTH AND READY CAPITAL ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANWORTH, READY CAPITAL, THE PROPOSED MERGER, AND RELATED MATTERS.01 Stockholders ~~Financial~~of ~~Statements~~Anworth and ~~Exhibits~~Ready Capital may obtain free copies of the registration statement, the joint proxy statement/prospectus, and all other documents filed or that will be filed with the SEC by Anworth or Ready Capital at the SEC’s website at http://www.sec.gov. Copies of documents filed with the SEC by Anworth are available free of charge on Anworth’s website at http://www.anworth.com, or by directing a request to its Investor Relations, Attention: John T. Hillman at (310) 255-4438; email: jhillman@anworth.com. Copies of documents filed with the SEC by Ready Capital are available free of charge on Ready Capital’s website at http://www.readycapital.com, or by directing a request to its Investor Relations at (212) 257-4666; email: InvestorRelations@readycapital.com.

(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable.
(d)	Exhibits.
	Exhibit 99.1	Press Release dated December 31, 2020 announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective January 2, 2021.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

2Participants in the Solicitation Relating to the Merger

Anworth, its directors and executive officers, and certain other affiliates of Anworth may be deemed to be “participants” in the solicitation of proxies from the stockholders of Anworth in connection with the proposed Merger. Information regarding Anworth, its directors and executive officers and their respective ownership of common stock of Anworth, and the respective interests of such participants in the Merger can be found in the joint proxy statement/prospectus for Anworth’s special meeting of stockholders, filed by Anworth with the SEC on February 9, 2021. A free copy of the joint proxy statement/prospectus may be obtained from the sources described above.

Ready Capital and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Anworth in connection with the proposed Merger. A list of the names of such directors and executive officers and information regarding their interests in the proposed Merger are included in the joint proxy statement/prospectus for the proposed Merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ANWORTH MORTGAGE ASSET CORPORATION
Date: December 31, 2020	By:	/s/ Charles J. Siegel
Date: February 23, 2021	By:	/s/ Charles J. Siegel
		Chief Financial Officer
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit #	Description	~~Description~~
99.1	Press Release dated February 23, 2021 announcing Anworth’s financial and operating results for the fourth quarter ended December 31, 2020.	~~Press Release dated December 31, 2020 announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective January 2, 2021.~~

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