UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

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 324, 2025

Ladder Capital Corp ~~(Exact name of registrant as specified in its charter)~~

Delaware	001-36299	80-0925494
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)

320 Park Avenue, 15th Floor
Delaware(State or other jurisdictionof incorporation)		001-36299(CommissionFile Number)	80-0925494(I.R.S. EmployerIdentification No.)
New York, New York	10022
320 Park Avenue, 15th FloorNew York, New York (Address of principal executive offices)			10022(Zip Code)
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) -715-3170

Not Applicable

Former name or former address, if changed since last report

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A common stock, $0.001 par value

LADR

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 of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).1

~~Emerging~~Item ~~growth~~2.02. Results ~~company~~of ¨Operations and Financial Condition.

IfOn anJuly 24, ~~emerging growth company~~2025, ~~indicate~~Ladder byCapital ~~check~~Corp ~~mark~~(“Ladder”) ifissued ~~the~~a ~~registrant~~press ~~has~~release ~~elected~~disclosing ~~not~~financial toresults ~~use~~for the ~~extended~~quarter ~~transition~~ended ~~period~~June 30, ~~for~~2025. The ~~complying~~information ~~with any~~in ~~new~~Exhibit or99.1 ~~revised~~shall ~~financial~~not ~~accounting~~be ~~standards~~deemed ~~provided~~to ~~pursuant~~be to“filed” for purposes of Section ~~13(a)~~18 of the Securities Exchange Act. ¨of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 19.01. Financial ~~Entry~~Statements ~~into~~and ~~a Material Definitive Agreement~~Exhibits.

~~On July 3, 2025, Ladder Capital Finance Holdings LLLP~~ (~~“LCFH”~~d) and Ladder Capital Finance Corporation (together with LCFH, the “Issuers”), subsidiaries of Ladder Capital Corp (“Ladder” or the “Company”), completed the previously announced underwritten public offering of $500 million aggregate principal amount of 5.500% Senior Notes due 2030 (the “Notes”). The obligations of the Issuers under the Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantee”) by the Company. Exhibits

~~The~~ 99.1 Press ~~Notes~~release ~~and~~of ~~the~~Ladder ~~Guarantee~~Capital ~~were~~Corp ~~issued under an Indenture,~~ dated ~~June 23, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of~~ July 3, ~~2025 (the “Supplemental Indenture” and~~24, ~~together with the Base Indenture, the “Indenture”), by and among the Issuers, the Company and Wilmington Trust, National Association, as trustee~~2025.

~~The~~ 104 Cover ~~Indenture~~Page ~~provides,~~Interactive ~~among~~Data ~~other~~File things, that the Notes will be senior unsecured obligations of the Issuers. Interest on the Notes is payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 5.500% per annum, until their maturity date of August 1, 2030. The Indenture contains certain covenants that, among other things: (~~i) limit~~embedded ~~LCFH’s~~within ~~ability and~~ the ~~ability~~Inline ofXBRL ~~its subsidiaries to incur additional indebtedness or issue certain disqualified stock and preferred shares; (ii~~document) require that LCFH maintain a specified ratio of unencumbered assets to unsecured indebtedness of LCFH and its subsidiaries; and (iii) limit LCFH’s ability to merge or consolidate with another company or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default.

~~The Issuers may, at their option, redeem the Notes, in whole or in part, at any time and from time to time, at the applicable redemption price set forth in the Indenture.~~2

The offering of the Notes was made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-288227, 333-288227-01 and 333-288227-02).SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~summary~~the requirements of the ~~Base~~Securities ~~Indenture,~~Exchange ~~the Supplemental~~Act ~~Indenture~~of 1934, the ~~Notes~~registrant ~~and~~has ~~the~~duly ~~Guarantee~~caused ~~does~~this ~~not~~report ~~purport~~ to be ~~complete~~signed ~~and~~on ~~is qualified in~~ its ~~entirety~~behalf by ~~reference to~~ the ~~complete~~ ~~terms~~undersigned ofhereunto ~~the~~duly ~~Base Indenture, the Supplemental Indenture, the Notes and the Guarantee~~authorized. ~~The Base Indenture, the Supplemental Indenture and the form of Notes are filed herewith as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.~~

~~Item~~Date: ~~2.03.~~July 24, ~~Creation~~2025 LADDER ofCAPITAL ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~CORP

~~The~~ By: ~~information~~/s/ ~~set~~Paul ~~forth in Item 1~~J.01 ~~is incorporated by reference into this Item 2.03.~~Miceli

~~Item~~ Paul 8J.~~01.~~ ~~Other Events.~~Miceli

~~The~~ Chief ~~Notes~~Financial were sold pursuant to an underwriting agreement, dated June 24, 2025 (the “Underwriting Agreement”), among the Issuers, the Company and the underwriters named therein (the “Underwriters”). The Underwriting Agreement contains certain representations, warranties, covenants and indemnification obligations of the Issuers, the Company and the Underwriters, as well as other customary provisions.Officer

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Issuers, the Company and their respective subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the dates of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Issuers and the Company.3

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement, dated June 24, 2025, among Ladder Capital Finance Holdings LLLP, Ladder Capital Finance Corporation, Ladder Capital Corp and the underwriters named therein
4.1		Indenture, dated as of June 23, 2025, by and among Ladder Capital Finance Holdings LLLP as issuer, Ladder Capital Finance Corporation as co-issuer, Ladder Capital Corp as guarantor, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the registration statement on Form S-3 filed with the SEC on June 23, 2025)
4.2		First Supplemental Indenture, dated as of July 3, 2025, among Ladder Capital Finance Holdings LLLP, Ladder Capital Finance Corporation, Ladder Capital Corp and Wilmington Trust, National Association, as trustee
4.3		Form of Note (included in Exhibit 4.2)
5.1		Opinion of Kirkland & Ellis LLP (including consent of such firm)
8.1		Tax Opinion of Kirkland & Ellis LLP (including consent of such firm)
23.1		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.2		Consent of Kirkland & Ellis LLP (included in Exhibit 8.1)
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)

SIGNATURES

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

	LADDER CAPITAL CORP
Date: July 3, 2025	By:	/s/ Kelly Porcella
	Name:	Kelly Porcella
	Title:	Chief Administrative Officer & General Counsel

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