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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):
July 13, 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
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)) |
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 |
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 |
Rithm Property Trust Inc.
(the “Company”) is disclosing the following estimated preliminary results of operations for the three and six months
ended June 30, 2026:
Estimated Preliminary Unaudited Financial Results for the Three
and Six Months ended June 30, 2026
| | |
Three Months Ended | |
Six Months Ended |
| (dollars in thousands, except per share data) | |
June 30, 2026 | |
June 30, 2026 |
| GAAP Comprehensive Income | |
$79 to $853 | |
$(3,092) to $(2,324) |
| GAAP Comprehensive Income Per Diluted Share(1) | |
$0.01 to $0.11 | |
$(0.40) to $(0.30) |
| Earnings Available for Distribution | |
$(623) to $151 | |
$(928) to $(160) |
| Earnings Available for Distribution Per Diluted Share(1)(2) | |
$(0.08) to $0.02 | |
$(0.12) to $(0.02) |
(1) Per diluted common share calculations of U.S.
generally accepted accounting principles (“GAAP”) comprehensive income and Earnings Available for Distribution are
based on 7,745,779 and 7,684,474 weighted average diluted common shares during the three and six months ended June 30, 2026, respectively.
(2) Earnings Available for Distribution is a non-GAAP
measure. For a reconciliation of earnings available for distribution to GAAP comprehensive income, please refer to “Reconciliation
of GAAP Comprehensive (Loss)/Income to Earnings Available for Distribution” below.
Book value is expected to
be in the range of $235 million to $236 million total and $30.25 to $30.35 per share at June 30, 2026, based on 7,772,564 shares outstanding
as of June 30, 2026. A reconciliation of GAAP comprehensive income to earnings available for distribution is set forth below.
The estimated preliminary
financial information presented above is preliminary and was prepared by the Company’s management, based upon estimates, a number
of assumptions and currently available information, and is subject to revision based upon, among other things, quarter-end closing procedures
and/or adjustments, the completion of the Company’s unaudited consolidated interim financial statements and other operational procedures.
This preliminary financial information is the responsibility of the Company’s management and has been prepared in good faith on
a consistent basis with prior periods. However, the Company has not completed its financial closing procedures for the three or six months
ended June 30, 2026, and its actual results could be materially different from the estimated preliminary financial information above.
The Company’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled
nor applied agreed-upon procedures with respect to the estimated preliminary financial information presented above and, accordingly, Ernst &
Young LLP does not express an opinion or any other form of assurance with respect thereto.
During the course of the preparation
of the Company’s financial statements and related notes as of June 30, 2026 and for the three and six months then ended, items
may be identified that would require the Company to make material adjustments to this preliminary financial information. As a result,
caution should be exercised in relying on this information and any inferences should not be drawn from this information.
The Company expects to report
financial results for the three and six months ended June 30, 2026 on or before August 12, 2026.
Non-GAAP Measures and Reconciliation to
GAAP Comprehensive Income
The table below provides a reconciliation of earnings available for distribution to the most
directly comparable GAAP financial measure:
| Estimated Preliminary Financial Results | |
Three Months Ended June 30, 2026 | | |
Six Months Ended June 30, 2026 | |
| (dollars in thousands, except share and per share data) | |
Low | | |
High | | |
Low | | |
High | |
| Comprehensive income — GAAP | |
$ | 79 | | |
$ | 853 | | |
$ | (3,092 | ) | |
$ | (2,324 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to noncontrolling interest | |
| — | | |
| — | | |
| — | | |
| — | |
| Realized and unrealized gains | |
| (1,007 | ) | |
| (1,007 | ) | |
| 886 | | |
| 886 | |
| Other adjustments(1) | |
| 305 | | |
| 305 | | |
| 1,278 | | |
| 1,278 | |
| Earnings Available for Distribution — Non-GAAP | |
$ | (623 | ) | |
$ | 151 | | |
$ | (928 | ) | |
$ | (160 | ) |
| Diluted Weighted Average Number of Shares of Common Stock Outstanding | |
| 7,745,779 | | |
| 7,745,779 | | |
| 7,684,474 | | |
| 7,684,474 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted Earnings Available for Distribution per common share | |
$ | (0.08 | ) | |
$ | 0.02 | | |
$ | (0.12 | ) | |
$ | (0.02 | ) |
(1) Other adjustments include amortization, transaction
costs, and income taxes.
The reconciliation of estimated
preliminary comprehensive income/(loss) to earnings available for distribution results was calculated across the low and high comprehensive
income/(loss) ranges based on Rithm Property Trust’s preliminary estimates of the expected base case differences between comprehensive
income/(loss) and earnings available for distribution. Similar to the estimated preliminary operating results noted above, Rithm Property
Trust’s final reconciliation upon completion of its closing procedures may vary from the preliminary estimates.
The Company has three primary
variables that impact its operating 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 Rithm Property Trust’s operating expenses and taxes.
“Earnings available
for distribution” is a non-GAAP financial measure of Rithm Property Trust’s operating performance, which is used by management
to evaluate Rithm Property Trust’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’s definition
of earnings available for distribution excludes certain realized and unrealized losses, which although they represent a part of Rithm
Property Trust’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 Rithm Property Trust’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 Rithm Property Trust 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 Rithm Property Trust’s activity, assist in comparing the
core operating results between periods, and enable investors to evaluate Rithm Property Trust’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 Rithm Property Trust’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 Rithm Property Trust’s core operations for the reasons described herein. As such earnings available for distribution is
not intended to reflect all of Rithm Property Trust’s activity and should be considered as only one of the factors used by management
in assessing Rithm’s performance, along with GAAP comprehensive income/(loss) which is inclusive of all of Rithm Property Trust’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 income/(loss) or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance
with GAAP, and Rithm Property Trust’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 Rithm Property Trust 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 Rithm Property Trust 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 Rithm Property Trust’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 Rithm
Property Trust’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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K
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.
| Item 7.01. | Regulation FD Disclosure |
The information set forth
above in Item 2.02 is incorporated by reference into this Item 7.01.
The Company is providing certain
information regarding the Company to investors in connection with the Offering (as defined below), and the Company is disclosing under
Item 7.01 of this Current Report on Form 8-K such information in Exhibit 99.1 hereto, which is incorporated herein by reference.
The information contained
in this Item 7.01, including Exhibit 99.1 does not constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities in the Offering or any other securities of the Company.
The information contained
in Item 7.01 and in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, not filed, pursuant
to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not
be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
On July 13, 2026, the
Company announced the commencement of a public offering of the Company’s common stock (the “Offering”). An affiliate
of Rithm Capital Corp., a Delaware corporation (together with its subsidiaries, “Rithm Capital”) and an affiliate of
the manager of the Company, has indicated an interest in purchasing shares of the Company’s common stock and, under certain circumstances,
shares of a new class of non-voting convertible preferred stock, in a concurrent private placement transaction (the “Concurrent
Private Placement”) at a per-share price equal to the public offering price in the Offering. The closing of any Concurrent Private
Placement is expected to be conditioned on and to occur promptly following the closing of the Offering. The Company intends to use the
net proceeds from the Offering and Concurrent Private Placement, together with available cash on hand and borrowings under the Company’s
master repurchase facility, to acquire a portfolio of multifamily residential transition loans from affiliates of Rithm Capital, and for
other investments and general corporate purposes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
The information contained
in this Item 8.01, including Exhibit 99.2, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities in the Offering or Concurrent Private Placement, or any other securities of the Company.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit |
|
Description |
| 99.1 |
|
Certain information provided to investors in connection with the Offering |
| 99.2 |
|
Offering Press Release dated July 13, 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: July 13, 2026
Exhibit 99.1
May 2026 Loan Purchase
On May 13, 2026, we
completed the purchase, through a wholly-owned subsidiary, of a portfolio of multifamily transition loans (“MTLs”) consisting
of construction loans, bridge loans and renovation loans originated by Genesis (the “May 2026 Loan Portfolio”) using
borrowings under our CRE Repurchase Facility (as defined below) with a weighted average advance rate of approximately 75%, and other available
cash on hand. At the time of its acquisition, the May 2026 Loan Portfolio had $102.1 million of unpaid principal balance (“UPB”),
with an additional $125.5 million UPB of future funding on the loans. The May 2026 Loan Portfolio had a gross weighted average coupon
of 9.1%, an average loan duration of one to three years, a weighted average price at initial funding of 100.85% as a percentage of UPB,
a cost of funds of 5.65% and an illustrative net levered yield of 14.0% at initial funding (calculated as interest income net of servicing
fee, interest expense and premium amortization divided by equity).
The purchase was made pursuant
to a Flow Mortgage Loan Purchase and Sale Agreement (the “Flow MLPA”), by and between RPT Seller LLC, a wholly-owned subsidiary
of the Company, and Rithm Loan Aggregation Trust (the “Seller”), an affiliate of our Manager. The Flow MLPA provides that
we or our subsidiaries may, from time to time, purchase, on a servicing-released basis, one or more portfolios of MTLs originated by Genesis
that meet certain eligibility criteria. The Flow MLPA contains customary terms governing periodic residential transition loan (“RTL”)
sales, including representations and warranties relating to the origination, underwriting, documentation and legal compliance of the RTLs,
as well as the Seller’s repurchase for loans that fail to conform to the requirements of the Flow MLPA. Our obligation to purchase
any mortgage loan is subject to standard conditions precedent, including, among other matters, the delivery of specified loan documentation.
As a part of this purchase, we engaged Genesis to service the May 2026 Loan Portfolio, and Genesis or its affiliates are expected
to continue to provide loan servicing with respect to any other loans originated by Genesis or its affiliates and acquired by us in the
future, including the Genesis Loan Purchase, pursuant to one or more loan servicing agreements.
Additionally,
the Company has a master repurchase facility (the “CRE Repurchase Facility”) in which the Company acquires commercial loans
which are then sold by the Company as “seller” to a counterparty, the “buyer.” Upon the time of the initial sale
to the buyer, the Company, with a simultaneous agreement, also agreed to repurchase the commercial loans from the buyer. Interest is calculated
based on a spread to one-month Secured Overnight Financing Rate (“SOFR”), which is fixed for the term of the borrowing. The
advance rate is between 65% and 85% of the asset’s acquisition price. In April 2026, the Company entered into an amendment to the
CRE Repurchase Facility to include multifamily and other residential transition loans originated by Genesis and purchased by the Company
to be financed under the CRE Repurchase Facility.
We expect to continue to
use the CRE Repurchase Facility (including with underwriters or affiliates of underwriters in this offering) to finance future purchases
of RTLs from Genesis (including the Genesis Loan Purchase) and other investments, at an estimate weighted average advance rate of approximately
75%, generating an illustrative net levered yield of approximately 13.4% (calculated as interest income net of servicing fee, interest
expense and premium amortization divided by equity).
Anticipated Genesis Loan Purchase
We anticipate using the net
proceeds from this offering and the concurrent private placement as well as borrowings under our CRE Repurchase Facility and other available
cash on hand to acquire from Genesis, and/or certain affiliates thereof, a portfolio of MTLs with approximately $951.1 million of UPB
(the “Genesis Loan Portfolio”) (such purchase, the “Genesis Loan Purchase”). The Genesis Loan Purchase is anticipated
to be made pursuant to the Flow MLPA.
The Genesis Loan Portfolio
had the following approximate aggregate characteristics as of July 6, 2026:
| (dollars in thousands) | |
Construction
Loans | | |
Bridge
Loans | | |
Renovation
Loans | | |
Total | |
| Number of Loans | |
| 38 | | |
| 39 | | |
| 9 | | |
| 86 | |
| Aggregate UPB | |
$ | 490,557 | | |
$ | 339,985 | | |
$ | 120,524 | | |
$ | 951,066 | |
| Leverage | |
$ | 367,918 | | |
$ | 254,989 | | |
$ | 90,393 | | |
$ | 713,299 | |
| Average UPB | |
$ | 12,909 | | |
$ | 8,718 | | |
$ | 13,392 | | |
$ | 11,509 | |
| Weighted Average Interest Rate | |
| 9.41 | % | |
| 7.99 | % | |
| 8.78 | % | |
| 8.83 | % |
| Adjustable Rate Mortgage Margin | |
| 5.39 | % | |
| 4.23 | % | |
| 4.88 | % | |
| 5.23 | % |
| Adjustable Rate Mortgage Floor | |
| 9.22 | % | |
| 7.61 | % | |
| 8.68 | % | |
| 9.03 | % |
| Loan-to-Value | |
| — | | |
| 66.67 | % | |
| — | | |
| 66.67 | % |
| Loan-to-Cost | |
| 74.67 | % | |
| — | | |
| 72.53 | % | |
| 74.25 | % |
| Loan-to-After-Repair-Value | |
| 61.17 | % | |
| — | | |
| 65.25 | % | |
| 61.46 | % |
| Average Remaining Term (months) | |
| 16.1 | | |
| 21.2 | | |
| 16.6 | | |
| 18.0 | |
The characteristics summarized
above are subject to change due to prepayments of loans or other factors outside our control.
The Genesis Loan Purchase
is expected to close in July 2026, promptly following the consummation of this offering and the Concurrent Private Placement.
Exhibit 99.2

Rithm Property Trust Announces Public
Offering of Common Stock
July 13, 2026
NEW YORK--(BUSINESS
WIRE)-- Rithm Property Trust Inc. (NYSE: RPT, “RPT” or the “Company”) announced today the commencement
of a public offering of the Company’s common stock (the “Offering”). In connection with the Offering, the Company expects
to grant the underwriters an option for a period of 30 days to purchase an additional 15% of the number of shares of common stock sold
in the Offering solely to cover over-allotments.
Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, UBS
Investment Bank, Wells Fargo Securities, LLC, BTIG, LLC, Keefe, Bruyette & Woods, A Stifel Company and Piper Sandler &
Co. are acting as book-running managers for the Offering.
An affiliate of Rithm Capital Corp., a Delaware corporation
(together with its subsidiaries, “Rithm Capital”) and an affiliate of the Manager of the Company, has indicated an interest
in purchasing shares of the Company’s common stock and, under certain circumstances, shares of a new class of non-voting convertible
preferred stock, in a concurrent private placement transaction (the “Concurrent Private Placement”) at a per-share price
equal to the public offering price in the Offering. The closing of any Concurrent Private Placement is expected to
be conditioned on and to occur promptly following the closing of the Offering.
The Company intends to use the net proceeds from the Offering
and Concurrent Private Placement, together with available cash on hand and borrowings under the Company’s master repurchase facility,
to acquire a portfolio of multifamily residential transition loans from affiliates of Rithm Capital, and for other investments and general
corporate purposes.
The Offering is being made pursuant to the Company’s
effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The Offering is being
made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and
the prospectus in that registration statement and other documents the Company has filed or will file with the SEC for more complete information
about the Company and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov.
Alternatively, copies of the prospectus supplement and the prospectus may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus
Department, 200 West Street, New York, New York 10282, telephone:1-866-471-2526, facsimile: 1-212-902-9316, or by emailing prospectus-ny@ny.email.gs.com; RBC
Capital Markets, LLC, Attention: DCM Transaction Management, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281,
email: rbcnyfixedincomeprospectus@rbccm.com; UBS Securities LLC, 11 Madison Avenue, New York, New York 10010, Attention: Prospectus
Department, telephone number: 1-833-481-0269; Wells Fargo Securities, LLC, 608 2nd Avenue South, Minneapolis, Minnesota
55402, Attention: WFS Customer Service, email: wfscustomerservice@wellsfargo.com or by calling toll-free at 1-800-645-3751;
BTIG, LLC, Attention: 65 East 55th Street, New York, New York 10022, or by telephone at (212) 593-7555, or by email at ProspectusDelivery@btig.com;
Keefe, Bruyette & Woods, Inc. at 787 Seventh Avenue, Fourth Floor, New York, New York 10019, by email: USCapitalMarkets@kbw.com or
by calling: 1-800-966-1559; or Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, Attention: Prospectus
Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com.
This press release does not constitute an offer to sell
or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
ABOUT RITHM PROPERTY TRUST
Rithm Property Trust is an opportunistic commercial real estate investment
platform externally managed by an affiliate of Rithm Capital Corp. (NYSE: RITM). 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.
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. Examples of forward-looking
statements in this press release include, without limitation, statements regarding the proposed Offering of the common stock and Concurrent
Private Placement, the expected use of the net proceeds from the Offering and Concurrent Private Placement, and the Company’s expectations
concerning market conditions for the Offering and Concurrent Private Placement. 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. No assurance can be given that the Offering discussed above will be consummated, or that
the net proceeds of the Offering will be used as indicated. Consummation of the Offering and the application of the net proceeds of the
Offering are subject to numerous possible events, factors and conditions, many of which are beyond the control of the Company and not
all of which are known to it, including, without limitation, market conditions and those described under the heading “Risk Factors”
in the prospectus supplement relating to the Offering and in the Company’s most recent annual and quarterly reports filed with the
SEC. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring
events or circumstances and 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.
Investor Relations
646-868-5483
ir@rithmpropertytrust.com
Source: Rithm Property Trust Inc.