Rithm Property Trust (NYSE: RPT) adds Genesis multifamily transition loan portfolio

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rithm Property Trust Inc., through a wholly owned subsidiary, has purchased a portfolio of multifamily residential transition loans originated by Genesis Capital LLC, an affiliate within the Rithm Capital group. The loans were acquired from Rithm Loan Aggregation Trust under a Flow Mortgage Loan Purchase and Sale Agreement.

The Flow MLPA allows the company or its subsidiaries to buy additional eligible multifamily transition loan portfolios from Genesis on a servicing-released basis over time. It includes customary representations and warranties on origination, underwriting, documentation, and legal compliance, along with repurchase obligations for non-conforming loans and standard conditions precedent such as delivery of specified documentation. Genesis has been engaged as servicer for these loans, and the full agreement will be filed as an exhibit to the company’s Form 10-Q for the quarter ending June 30, 2026.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Terms

multifamily residential transition loans, Flow Mortgage Loan Purchase and Sale Agreement, servicing-released basis, representations and warranties, +1 more

5 terms

multifamily residential transition loans financial

"purchase of a portfolio of multifamily residential transition loans (“RTLs”) originated by Genesis Capital LLC"

Flow Mortgage Loan Purchase and Sale Agreement financial

"pursuant to a Flow Mortgage Loan Purchase and Sale Agreement (the “Flow MLPA”)"

servicing-released basis financial

"may, from time to time, purchase, on a servicing-released basis, one or more portfolios"

representations and warranties financial

"including representations and warranties relating to the origination, underwriting, documentation and legal compliance"

conditions precedent financial

"subject to standard conditions precedent, including, among other matters, the delivery of specified loan documentation"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

Understanding 8-K Material Events →

05/19/2026 - 05:15 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): May 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 1.01.

Entry into a Material Definitive Agreement

On May 13, 2026, Rithm Property Trust Inc. (the “Company”), through a wholly-owned subsidiary, consummated the purchase of a portfolio of multifamily residential transition loans (“RTLs”) originated by Genesis Capital LLC (“Genesis”), a wholly-owned subsidiary of Rithm Capital Corp. (“Rithm Capital”). 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 RCM GA Manager LLC, the Company’s external manager and a wholly-owned subsidiary of Rithm Capital. The Flow MLPA provides that the Company or subsidiaries thereof may, from time to time, purchase, on a servicing-released basis, one or more portfolios of multifamily RTLs originated by Genesis that meet certain eligibility criteria. The Flow MLPA contains customary terms governing periodic 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. The Company’s obligation to purchase any mortgage loan is subject to standard conditions precedent, including, among other matters, the delivery of specified loan documentation. The Company has engaged Genesis as servicer of the RTLs.

The foregoing description is a summary of the terms of the Flow MLPA and does not purport to be complete. The foregoing description is qualified in its entirety by reference to the full text of the Flow MLPA, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed with respect to the quarter ending June 30, 2026.

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: May 19, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Rithm Property Trust (RPT) report in this 8-K?

Rithm Property Trust reported that a wholly owned subsidiary purchased a portfolio of multifamily residential transition loans from Rithm Loan Aggregation Trust, using a Flow Mortgage Loan Purchase and Sale Agreement that can support additional eligible loan purchases over time.

Who originated the multifamily residential transition loans acquired by Rithm Property Trust (RPT)?

The acquired multifamily residential transition loans were originated by Genesis Capital LLC. Genesis is a wholly owned subsidiary of Rithm Capital Corp., and it will also serve as the ongoing servicer for the loans under the transaction structure.

What is the Flow Mortgage Loan Purchase and Sale Agreement mentioned by RPT?

The Flow Mortgage Loan Purchase and Sale Agreement is a contract between an RPT subsidiary and Rithm Loan Aggregation Trust. It sets terms for periodic sales of eligible multifamily transition loan portfolios, including representations, warranties, repurchase obligations, and standard conditions precedent.

Can Rithm Property Trust (RPT) buy more multifamily loans under this arrangement?

Yes. The Flow Mortgage Loan Purchase and Sale Agreement allows Rithm Property Trust or its subsidiaries to purchase additional portfolios of multifamily residential transition loans from Genesis, provided those loans meet specified eligibility criteria and standard closing conditions are satisfied.

Who will service the multifamily residential transition loans acquired by Rithm Property Trust (RPT)?

Genesis Capital LLC will service the multifamily residential transition loans acquired by Rithm Property Trust. The loans are purchased on a servicing-released basis, but Genesis is engaged as servicer under the transaction, handling day-to-day administration and borrower interactions.

Where can investors find the full text of Rithm Property Trust’s Flow MLPA?

The full text of the Flow Mortgage Loan Purchase and Sale Agreement will be filed as an exhibit to Rithm Property Trust’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026, providing complete contractual details beyond the brief summary.

Filing Exhibits & Attachments

4 documents