Form 8-K

8-K — Rithm Property Trust Inc.

Accession: 0001614806-26-000013

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001614806

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Documents

8-K — ajx-20260424.htm (Primary)

EX-99.1 (rpt-2026331x8xkxexhibit991.htm)

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8-K

8-K (Primary)

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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 24, 2026

RITHM PROPERTY TRUST INC.

(Exact name of registrant as specified in charter)

Maryland

001-36844

46-5211870

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

799 Broadway

New York, NY 10003

(Address of principal executive offices)

Registrant’s telephone number, including area code:

212-850-7770

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

Title of each class Trading Symbols Name of each exchange on which registered

Common Stock, par value $0.01 per share RPT New York Stock Exchange

9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

RPT.PRC

New York Stock Exchange

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 (see General Instruction A.2. below):

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

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 2.02.

Results of Operations and Financial Condition

On April 24, 2026, Rithm Property Trust Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.

The information provided in Item 2.02 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01. Financial Statements and Exhibits

Exhibit

Description

99.1

Press Release dated April 24, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

EXHIBIT INDEX

Exhibit

Description

99.1

Press Release dated April 24, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 thereunto duly authorized.

RITHM PROPERTY TRUST INC.

By: /s/ Nicola Santoro, Jr.

Name: Nicola Santoro, Jr.

Title: Chief Financial Officer

Dated: April 24, 2026

EX-99.1

Filename: rpt-2026331x8xkxexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Rithm Property Trust Inc. Announces First Quarter 2026 Results

NEW YORK, NY— (BUSINESS WIRE) —Rithm Property Trust Inc. (NYSE: RPT, “Rithm Property Trust” or the “Company”) today announced the following information for the first quarter ended March 31, 2026.

Financial Highlights:

•GAAP comprehensive loss of $(3.2) million, or $(0.42) per diluted common share(1)(2)

•Earnings available for distribution of $(0.3) million or $(0.04) per diluted common share(1)(3)

•Paid a common dividend of $2.8 million or $0.36 per common share

•Book value per common share of $30.83(1)

Q1 2026

Q4 2025

Summary of Operating Results:

Comprehensive (Loss)/Income per Diluted Common Share(1)(2)

$ (0.42) $ 0.33

Comprehensive (Loss)/Income(2) (in millions)

$ (3.2) $ 2.5

Non-GAAP Results:

Earnings Available for Distribution per Diluted Common Share(1)(3)

$ (0.04) $ (0.06)

Earnings Available for Distribution(3) (in millions)

$ (0.3) $ (0.5)

Common Dividend Paid:

Common Dividend per Share

$ 0.36 $ 0.36

Common Dividend (in millions)

$ 2.8 $ 2.7

__________________________________________

(1)Per diluted common share calculations for both GAAP comprehensive (loss)/income and earnings available for distribution are based on weighted-average diluted shares of 7,622,488 and 7,571,555 for the quarters ended March 31, 2026 and December 31, 2025, respectively. Book value per share is based on 7,661,770 common shares outstanding as of March 31, 2026.

(2)Comprehensive (loss)/income is a GAAP financial measure that adjusts GAAP net (loss)/income by any unrealized gain (loss) on investment securities measured at fair value through other comprehensive (loss)/income and the related income tax effect, if any.

(3)Earnings available for distribution is a non-GAAP financial measure. For a reconciliation of earnings available for distribution to GAAP comprehensive (loss)/income, as well as an explanation of this measure, please refer to the section entitled “Non-GAAP Financial Measures and Reconciliation to GAAP Comprehensive (Loss)/Income.”

Additional Information

For additional information that management believes is useful for investors, please refer to the latest presentation posted on the Events & Presentations section of the Company’s website, www.rithmpropertytrust.com. Information on, or accessible through, our website is not a part of, and is not incorporated into, this press release.

Earnings Conference Call

Rithm Property Trust’s management will host a conference call at 8:00 AM Eastern Time on Friday, April 24, 2026, to review its first quarter 2026 results for the period ended March 31, 2026.

RITHM PROPERTY TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

($ in thousands except share and per share amounts)

Three Months Ended

March 31,

2026

December 31, 2025

Net Interest Income

Interest income $ 12,536 $ 12,540

Interest expense (8,908) (9,142)

Net interest income 3,628 3,398

Expenses

Related party loan servicing fee 466 475

Related party management fee 1,604 1,603

Professional fees 1,681 975

General and administrative 1,095 1,254

Total expense 4,846 4,307

Other (Loss) Income

Net change in the allowance for credit losses — 7,003

Change in unrealized (loss) gain on residential mortgage loans held-for-sale, net (96) 2,210

Other loss (680) (4,916)

Total other (loss) income (776) 4,297

(Loss) Income before Income Taxes (1,994) 3,388

Income tax (benefit) expense (5) 146

Net (Loss) Income (1,989) 3,242

Net income (loss) attributable to the noncontrolling interests 1 (2)

Net (Loss) Income Attributable to Rithm Property Trust Inc. (1,990) 3,244

Dividends on preferred stock 1,290 1,290

Net (Loss) Income Attributable to Common Stockholders (3,280) 1,954

Unrealized (loss) gain on available-for-sale securities (35) 386

Amortization of unrealized gain on held-to-maturity securities 141 141

Comprehensive (Loss) Income $ (3,174) $ 2,481

Net (Loss) Income per Share of Common Stock

Basic $ (0.43) $ 0.26

Diluted $ (0.43) $ 0.26

Comprehensive (Loss) Income per Share of Common Stock

Basic $ (0.42) $ 0.33

Diluted $ (0.42) $ 0.33

Weighted Average Number of Shares of Common Stock Outstanding

Basic 7,622,488 7,571,555

Diluted 7,622,488 7,571,555

RITHM PROPERTY TRUST INC. AND SUBSIDIARIES

Consolidated Balance Sheets

($ in thousands except per share amounts)

March 31, 2026

(Unaudited)

December 31, 2025

Assets

Cash and cash equivalents $ 96,267 $ 79,321

Restricted cash 547 811

Residential mortgage loans held-for-investment, net

356,137 362,829

Residential mortgage loans held-for-sale, net 28,450 29,419

Commercial mortgage-backed securities, at fair value

151,301 273,783

Residential mortgage-backed securities

189,685 189,947

Equity method investments 76,560 79,168

Other assets 31,699 26,249

Total Assets $ 930,646 $ 1,041,527

Liabilities and Equity

Liabilities

Secured bonds payable, net $ 219,221 $ 226,243

Repurchase financing agreements 309,418 407,072

Unsecured notes, net 108,722 108,507

Accrued expenses and other liabilities 6,707 8,608

Total Liabilities 644,068 750,430

Commitments and Contingencies

Stockholders’ Equity

Preferred stock 50,785 50,785

Common stock $0.01 par value, 125,000,000 shares authorized, 7,939,163 and 7,848,703 shares issued and 7,661,770 and 7,571,699 shares outstanding, respectively

77 76

Additional paid-in capital 427,081 425,703

Treasury stock (11,596) (11,596)

Accumulated deficit (177,773) (171,768)

Accumulated other comprehensive loss (1,541) (1,647)

Stockholders' Equity in Rithm Property Trust Inc. 287,033 291,553

Noncontrolling interests

(455) (456)

Total Stockholders’ Equity 286,578 291,097

Total Liabilities and Equity $ 930,646 $ 1,041,527

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP COMPREHENSIVE (LOSS)/INCOME

“Earnings available for distribution” is a non-GAAP financial measure of the Company’s operating performance, which is used by management to evaluate the Company’s performance excluding: (i) net realized and unrealized gains and losses on certain assets and liabilities; and (ii) other net income and losses not related to the performance of the investment portfolio.

The Company has three primary variables that impact its performance: (i) net interest margin on assets held within the investment portfolio; (ii) realized and unrealized gains or losses on assets held within the investment portfolio, including any impairment or reserve for expected credit losses; and (iii) the Company’s operating expenses and taxes.

The Company’s definition of earnings available for distribution excludes certain realized and unrealized losses, which although they represent a part of the Company’s recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance. Within other net income and losses, management primarily excludes equity-based compensation expenses.

With regard to non-capitalized transaction-related expenses, management does not view these costs as part of the Company’s core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Non-capitalized transaction-related expenses generally relate to legal and valuation service costs, as well as other professional service fees, incurred when the Company acquires certain investments.

Management believes that the adjustments to compute “earnings available for distribution” specified above allow investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company’s activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company’s current core performance using the same financial measure that management uses to operate the business. Management also utilizes earnings available for distribution as a financial measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company’s investments, as well as the allocation of resources between those investments, and management also relies on earnings available for distribution as an indicator of the results of such decisions. Earnings available for distribution excludes certain recurring items, such as gains and losses (including impairment) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company’s core operations for the reasons described herein. As such earnings available for distribution is not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP comprehensive (loss)/income which is inclusive of all of the Company’s activities.

The Company views earnings available for distribution as a consistent financial measure of its portfolio’s ability to generate income for distribution to common stockholders. Earnings available for distribution does not represent and should not be considered as a substitute for, or superior to, comprehensive (loss)/income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company’s calculation of this financial measure may not be comparable to similarly entitled financial measures reported by other companies. Furthermore, to maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. Because the Company views earnings available for distribution as a consistent financial measure of its ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company’s board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company’s taxable income, a guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.

Reconciliation of GAAP Comprehensive (Loss)/Income to Earnings Available for Distribution

($ in thousands except per share amounts)

The table below provides a reconciliation of earnings available for distribution to the most directly comparable GAAP financial measure:

Three months ended

March 31, 2026 December 31, 2025

Comprehensive (loss)/income — GAAP

$ (3,174) $ 2,481

Adjustments:

Net income (loss) attributable to noncontrolling interest 1 (2)

Realized and unrealized losses (gains) 1,893 (4,290)

Other adjustments(1)

973 1,354

Earnings Available for Distribution — Non-GAAP $ (307) $ (457)

Weighted average shares - basic 7,622,488 7,571,555

Weighted average shares - diluted 7,622,488 7,571,555

Basic Earnings Available for Distribution per common share $ (0.04) $ (0.06)

Diluted Earnings Available for Distribution per common share $ (0.04) $ (0.06)

___________________________________

(1)Other adjustments include amortization, transaction-related expenses and income taxes.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains certain information which constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “seek,” “believes,” “intends,” “expects,” “projects,” “anticipates,” “plans” and “future” or similar expressions are intended to identify forward-looking statements. These statements are not historical facts. These forward-looking statements represent management’s current expectations regarding future events and are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond our control. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings, including the Company’s recent proxy statements, filed with the Securities and Exchange Commission. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

ABOUT RITHM PROPERTY TRUST

Rithm Property Trust is a real estate investment vehicle externally managed by an affiliate of Rithm Capital Corp. (NYSE: RITM). The Company operates a flexible commercial real estate focused investment strategy. Rithm Property Trust is a Maryland corporation that is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes.

Investor Relations

646-868-5483

ir@rithmpropertytrust.com

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Apr. 24, 2026

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