Rithm Property Trust ends stock offering plan

Rithm Property Trust Inc. terminated its proposed public offering of common stock announced on July 13, 2026, which had been made under an effective shelf registration statement.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Rithm Property Trust Inc. terminated its proposed public offering of common stock announced on July 13, 2026, which had been made under an effective shelf registration statement. The company also ended the contemplated concurrent private placement.

No shares of common or preferred stock will be sold under these plans, and the company will not acquire the portfolio of multifamily residential transition loans at this time. The decision follows an assessment that current market conditions are not conducive to an offering on terms viewed as in the best interests of stockholders.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Series C dividend rate: 9.875%

1 metrics

Series C dividend rate 9.875% Dividend rate on Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Key Terms

shelf registration statement, prospectus supplement, concurrent private placement, multifamily residential transition loans, +1 more

5 terms

shelf registration statement regulatory

"made pursuant to the Company’s effective shelf registration statement filed with the SEC"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"only by means of a prospectus and a related prospectus supplement filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

concurrent private placement financial

"no shares ... are being sold pursuant to the Offering or the contemplated concurrent private placement"

A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.

multifamily residential transition loans financial

"the Company will not acquire the portfolio of multifamily residential transition loans at this time"

cumulative redeemable preferred stock financial

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

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Rithm Property Trust Inc. (RPT) terminate its proposed public offering?

Rithm Property Trust Inc. terminated its proposed public offering after assessing that current market conditions were not conducive to an offering on terms aligned with stockholders’ best interests. As a result, the company chose not to proceed with selling common or preferred shares.

What happens to the concurrent private placement mentioned by RPT in this 8-K filing?

The contemplated concurrent private placement will not proceed because Rithm Property Trust Inc. terminated its proposed public offering. With no public offering or private placement, no securities are being sold in connection with the previously announced capital-raising plans.

How does the terminated offering affect Rithm Property Trust Inc. (RPT)’s planned loan portfolio acquisition?

Because the offering and concurrent private placement were terminated, Rithm Property Trust Inc. will not acquire the portfolio of multifamily residential transition loans at this time. The acquisition was tied to the capital raise, which the company decided not to pursue.

Was any stock actually sold in Rithm Property Trust Inc. (RPT)’s terminated offering?

No stock was sold. Rithm Property Trust Inc. states that no shares of common or preferred stock are being sold pursuant to the terminated offering or the contemplated concurrent private placement, so no new securities were issued under these plans.

Under what registration framework was Rithm Property Trust Inc. (RPT)’s offering planned?

The proposed offering was planned under Rithm Property Trust Inc.’s effective shelf registration statement filed with the SEC. The securities would have been offered only by means of a prospectus and related prospectus supplement filed on July 14, 2026.

Does Rithm Property Trust Inc. (RPT) make any new offer to sell securities in this disclosure?

No. The disclosure expressly states it does not constitute an offer to sell or a solicitation to buy Rithm Property Trust Inc. securities, and that no sales may occur where such offers or sales would be unlawful without proper registration or qualification.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/21/2026 - 06:30 AM EDT

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 20, 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:

646-868-5483

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 8.01.

Other Events

Rithm Property Trust Inc. (the “Company”) determined to terminate its proposed public offering of the Company’s common stock previously announced on July 13, 2026 (the “Offering”). As a result of such termination, no shares of common stock or preferred stock of the Company are being sold pursuant to the Offering or the contemplated concurrent private placement, and the Company will not acquire the portfolio of multifamily residential transition loans at this time.

The termination results from an assessment by the Company that current market conditions are not conducive for an offering on terms that would be in the best interests of the Company's stockholders.

The Offering was made pursuant to the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The Offering was made only by means of a prospectus and a related prospectus supplement filed with the SEC on July 14, 2026.

The information contained in this Item 8.01 does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any such 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.

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 20, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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