Rithm Property Trust (NYSE: RPT) stockholders back 2026 incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rithm Property Trust Inc. reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan, a new equity-based compensation plan that had been adopted by the board subject to stockholder approval.

Votes on four director nominees were recorded, with "for" votes ranging from 2,113,412 to 2,670,663 and "withheld" votes from 1,894,401 to 2,451,652, along with 1,594,031 broker non-votes for each nominee. Stockholders also voted on additional proposals, including one that received 6,135,751 votes for, 13,515 against and 9,829 abstentions, and another that drew 1,395,661 votes for, 3,148,191 against, 21,212 abstentions and 1,594,031 broker non-votes.

The 2026 Omnibus Incentive Plan itself received 4,371,676 votes for, 172,050 against, 21,338 abstentions and 1,594,031 broker non-votes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan approval votes for: 4,371,676 votes Plan approval votes against: 172,050 votes Highest director "for" votes: 2,670,663 votes +3 more

6 metrics

Plan approval votes for 4,371,676 votes Votes for 2026 Omnibus Incentive Plan

Plan approval votes against 172,050 votes Votes against 2026 Omnibus Incentive Plan

Highest director "for" votes 2,670,663 votes Votes for director nominee Michael Nierenberg

Highest director "withheld" votes 2,451,652 votes Votes withheld from director nominee Daniel Hoffman

Proposal with largest support 6,135,751 votes for One non-specified proposal vote at 2026 meeting

Proposal with more votes against 3,148,191 votes against Another non-specified proposal at 2026 meeting

Key Terms

2026 Omnibus Incentive Plan, Broker Non-Votes, Emerging growth company, Inline XBRL

4 terms

2026 Omnibus Incentive Plan financial

"the Company’s stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”)"

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

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

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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Understanding 8-K Material Events →

06/02/2026 - 04:31 PM

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): June 2, 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 2, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rithm Property Trust Inc. (the “Company”), the Company’s stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), which was previously adopted by the Company’s Board of Directors, subject to stockholder approval. A summary description of the material terms of the 2026 Plan was included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission on April 21, 2026, in connection with the Annual Meeting. Such description is qualified in its entirety by reference to the 2026 Plan, which is attached as Annex A to the Definitive Proxy Statement and is filed as Exhibit 10.1 to this report.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, held June 2, 2026, the stockholders of the Company voted on the matters described below.

The Company’s stockholders elected four (4) Directors to serve until the 2027 annual meeting of stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such director, withheld voting for such director, and represented broker non-votes with respect to this proposal are summarized in the table below.

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Paul Friedman	2,424,826	2,140,239	1,594,031
Mary Haggerty	2,358,047	2,207,018	1,594,031
Daniel Hoffman	2,113,412	2,451,652	1,594,031
Michael Nierenberg	2,670,663	1,894,401	1,594,031

The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.

Votes For		Votes Against			Abstentions
6,135,751		13,515			9,829

The Company’s stockholders did not approve (on a non-binding advisory basis) the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement. The numbers of shares that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table below.

Votes For		Votes Against			Abstentions			Broker Non-Votes
1,395,661		3,148,191			21,212			1,594,031

4.	The Company’s stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan. The numbers of shares that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
4,371,676		172,050		21,338		1,594,031

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		Rithm Property Trust Inc. 2026 Omnibus Incentive Plan
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: June 2, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Rithm Property Trust (RPT) stockholders approve at the 2026 annual meeting?

Stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan. This equity-based compensation plan had been adopted by the board subject to stockholder approval and is intended to govern future incentive awards to directors, executives, and employees.

How did Rithm Property Trust (RPT) stockholders vote on the 2026 Omnibus Incentive Plan?

The 2026 Omnibus Incentive Plan received 4,371,676 votes for, 172,050 against and 21,338 abstentions, with 1,594,031 broker non-votes. This voting outcome satisfied the approval requirement described and confirmed stockholder support for the new incentive compensation framework.

What were the vote totals for Rithm Property Trust (RPT) director nominees in 2026?

Four nominees received between 2,113,412 and 2,670,663 votes for, and between 1,894,401 and 2,451,652 votes withheld, with 1,594,031 broker non-votes each. These figures show how votes were distributed among the director slate at the 2026 Annual Meeting.

What other proposals did Rithm Property Trust (RPT) stockholders vote on in 2026?

Stockholders voted on additional proposals beyond director elections and the 2026 Omnibus Incentive Plan. One proposal received 6,135,751 votes for, 13,515 against and 9,829 abstentions, while another drew 1,395,661 for, 3,148,191 against, 21,212 abstentions and 1,594,031 broker non-votes.

Where can investors find the full text of Rithm Property Trust’s 2026 Omnibus Incentive Plan?

The full text of the 2026 Omnibus Incentive Plan is attached as Annex A to the company’s definitive proxy statement filed April 21, 2026, and is also filed as Exhibit 10.1 to this report, providing complete plan terms and conditions.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 154.4 KB