Rithm Capital receives RPT stock for management fee (RPT)

Rhea-AI Filing Summary

Rithm Capital Corp., a 10% owner of Rithm Property Trust Inc. (RPT), reported a stock-based management fee for its affiliate. On 02/12/2026, affiliate RCM GA Manager LLC received 105,687 shares of common stock at $15.17 per share as quarterly management fee compensation.

After this transaction, Rithm Capital reported 179,317 shares held indirectly through the adviser and 476,032 shares held directly. The filing notes that Rithm Capital disclaims beneficial ownership of the adviser-held shares except for its economic interest. All share figures reflect a 1-for-6 reverse stock split effective December 30, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rithm Capital Corp.

(Last) (First) (Middle)

799 BROADWAY

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rithm Property Trust Inc. [ RPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/12/2026		J(1)		105,687	A	$15.17	179,317	I	See Footnote 2(2)
Common Stock, par value $0.01 per share								476,032	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares issued by the Issuer to RCM GA Manager LLC (the "Adviser"), an affiliate of the reporting person, as payment of the quarterly management fee, which can be paid in cash or shares of the Issuer's common stock at the election of the Adviser, as compensation for the services the Adviser provides to the Issuer and its subsidiaries, pursuant to, and subject to the terms and conditions of, the management agreement among the Issuer, Great Ajax Operating Partnership LP and the Adviser.

2. These shares are owned directly by RCM GA Manager LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

All share numbers reported herein reflect the 1-for-6 reverse stock split of the Issuer's common stock effective December 30, 2025.

	Rithm Capital Corp., By: /s/ Nicola Santoro, Jr., Chief Financial Officer	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Rithm Capital Corp. report in its Form 4 for Rithm Property Trust (RPT)?

Rithm Capital Corp. reported a stock-based management fee transaction. Its affiliate RCM GA Manager LLC received 105,687 Rithm Property Trust common shares on February 12, 2026 as quarterly management fee compensation under an existing management agreement.

How many Rithm Property Trust (RPT) shares were issued as a management fee and at what price?

RCM GA Manager LLC received 105,687 Rithm Property Trust common shares. The shares were valued at $15.17 each, reflecting payment of a quarterly management fee that can be settled in either cash or stock at the adviser’s election.

How many Rithm Property Trust (RPT) shares does Rithm Capital report owning after the transaction?

After the reported transaction, Rithm Capital reported 179,317 Rithm Property Trust shares held indirectly through RCM GA Manager LLC and 476,032 shares held directly. The company disclaims beneficial ownership of the adviser-held shares beyond its pecuniary interest.

Who actually holds the Rithm Property Trust (RPT) shares received in this Form 4 transaction?

The shares are held by RCM GA Manager LLC, described as the adviser and an affiliate of Rithm Capital Corp. The Form 4 states these shares were issued to the adviser as payment of the quarterly management fee for providing services.

How does the Form 4 describe Rithm Capital’s beneficial ownership of RPT shares held by the adviser?

The Form 4 explains that Rithm Capital disclaims beneficial ownership of the RCM GA Manager LLC shares, except to the extent of its pecuniary interest. This means economic exposure is acknowledged, while full beneficial ownership is not claimed.

What reverse stock split does the Rithm Property Trust (RPT) Form 4 reference?

The filing notes all share counts reflect a 1-for-6 reverse stock split of Rithm Property Trust’s common stock. This reverse split became effective on December 30, 2025 and adjusts historical share amounts to the new, reduced share count.