Rithm Property Trust (RPT) drops equity-funded commercial mortgage asset deal

Rhea-AI Filing Summary

Rithm Property Trust Inc. reported that in February 2026 it evaluated a significant common equity raise to fund the acquisition of commercial mortgage assets but ultimately decided not to proceed. The decision was based on market conditions. The company states it will continue reviewing other opportunities aimed at benefiting stockholders.

Insights

REIT and capital markets analyst

Rithm weighed a sizable equity raise for a mortgage asset deal but shelved it due to market conditions.

Rithm Property Trust Inc. considered issuing a significant amount of common equity to finance an acquisition of commercial mortgage assets. This would likely have expanded its portfolio while diluting existing shareholders, though no specific size or terms are disclosed.

The company decided not to raise equity capital or complete this asset acquisition at this time, citing market conditions. This keeps the current capital structure unchanged and defers portfolio expansion tied to this specific transaction.

Management notes that they continue to evaluate opportunities intended to benefit stockholders, indicating that alternative transactions or financing structures could be explored in future periods and described in subsequent company filings.

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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): February 5, 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 7.01. Regulation FD Disclosure

In February 2026, Rithm Property Trust Inc. (the “Company”) considered a significant common equity raise to finance the acquisition of commercial mortgage assets. Due to market conditions, the Company has determined not to raise equity capital or effect this acquisition of assets at this time. The Company continues to evaluate opportunities to benefit our stockholders.

The information in this Item 7.01 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 Rithm Property Trust’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

(d) Exhibits

Exhibit		Description
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: February 5, 2026

FAQ

What did Rithm Property Trust Inc. (RPT) disclose in this 8-K filing?

Rithm Property Trust Inc. disclosed that it had considered a significant common equity raise to fund an acquisition of commercial mortgage assets but chose not to proceed. The decision was driven by market conditions, and the company says it will continue to evaluate other opportunities for stockholders.

Did Rithm Property Trust Inc. (RPT) complete the planned equity raise?

Rithm Property Trust Inc. did not complete the planned equity raise. After evaluating a significant common equity issuance to finance commercial mortgage asset acquisitions, management decided not to raise equity capital at this time because of market conditions, leaving the company’s capital structure unchanged for now.

What acquisition was Rithm Property Trust Inc. (RPT) considering?

Rithm Property Trust Inc. was considering acquiring commercial mortgage assets, to be financed by a significant common equity raise. The filing does not detail specific assets or counterparties, only that the acquisition and related equity financing will not proceed at this time due to market conditions.

Why did Rithm Property Trust Inc. (RPT) decide not to proceed with the equity raise and acquisition?

Rithm Property Trust Inc. decided not to proceed with the equity raise and related commercial mortgage asset acquisition because of market conditions. This suggests the financing environment or pricing was not attractive enough, so the company opted to pause this specific transaction while continuing to seek other stockholder-focused opportunities.

Does this 8-K mean Rithm Property Trust Inc. (RPT) is changing its overall strategy?

The 8-K does not indicate a broad strategic shift for Rithm Property Trust Inc. It only states that one contemplated equity-funded commercial mortgage asset acquisition will not occur now. Management emphasizes they still evaluate opportunities aimed at benefiting stockholders, implying the broader investment strategy remains intact.

Is the information about Rithm Property Trust Inc. (RPT) in this 8-K considered filed or furnished?

The information is being furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act. It will not carry Section 18 liabilities or be incorporated by reference into other securities filings unless explicitly stated in future documents.