Rithm Capital affiliate paid in Rithm Property (NYSE: RPT) stock

Rhea-AI Filing Summary

Rithm Capital Corp., a 10% owner of Rithm Property Trust Inc., reported an internal restructuring-type transaction rather than an open-market trade. An affiliate, RCM GA Manager LLC, received 110,794 shares of common stock at $14.50 per share as payment of a quarterly management fee under a management agreement.

These shares are owned directly by RCM GA Manager LLC as compensation for advisory services to Rithm Property Trust and its subsidiaries. The filing notes that Rithm Capital Corp. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest. Following the transaction, indirect holdings reported were 290,111 shares, and a separate holding line shows 476,032 shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rithm Capital Corp.

Role null

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.01 per share	110,794	$14.50	$1.61M
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 290,111 shares (Indirect, See Footnote 2); Common Stock, par value $0.01 per share — 476,032 shares (Direct, null)

Footnotes (1)

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. 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.

Key Figures

Shares issued as fee: 110,794 shares Fee share price: $14.50 per share Indirect holdings after transaction: 290,111 shares +1 more

4 metrics

Shares issued as fee 110,794 shares Quarterly management fee paid in stock

Fee share price $14.50 per share Price used for management fee shares

Indirect holdings after transaction 290,111 shares Shares reported as indirectly owned after J transaction

Direct holdings line 476,032 shares Shares reported as directly held in holding entry

Key Terms

quarterly management fee, pecuniary interest, management agreement, indirect ownership

4 terms

quarterly management fee financial

"as payment of the quarterly management fee, which can be paid in cash or shares"

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein"

management agreement financial

"pursuant to, and subject to the terms and conditions of, the management agreement among the Issuer, Great Ajax Operating Partnership LP and the Adviser"

A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.

indirect ownership financial

"These shares are owned directly by RCM GA Manager LLC. The reporting person disclaims beneficial ownership"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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

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

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

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	04/27/2026		J(1)		110,794	A	$14.5	290,111	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:

	Rithm Capital Corp., By: /s/ Nicola Santoro, Jr., Chief Financial Officer	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Rithm Capital Corp. report in this Form 4 for RPT?

Rithm Capital Corp. reported that its affiliate, RCM GA Manager LLC, received 110,794 Rithm Property Trust shares at $14.50 per share as a quarterly management fee, rather than through an open-market purchase or sale.

How many Rithm Property Trust (RPT) shares were issued as a fee?

Rithm Property Trust issued 110,794 common shares to RCM GA Manager LLC as payment of a quarterly management fee. The agreement allows fees to be paid in cash or stock, and this quarter the adviser elected to receive shares.

Who actually owns the new Rithm Property Trust (RPT) shares?

The 110,794 new Rithm Property Trust shares are owned directly by RCM GA Manager LLC, an affiliate of Rithm Capital Corp. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest in them.

Is this Rithm Property Trust (RPT) Form 4 a buy or sell transaction?

The Form 4 does not show an open-market buy or sell. Instead, it records shares issued to an affiliate, RCM GA Manager LLC, as payment of a quarterly management fee, categorized as an “other” restructuring-type transaction with code J.

What are Rithm Capital’s reported Rithm Property Trust (RPT) holdings after this Form 4?

After this transaction, the filing shows 290,111 Rithm Property Trust shares held indirectly through an affiliate and another 476,032 shares reported as directly held. The reporting person disclaims beneficial ownership except for its pecuniary interest.

Why was RCM GA Manager LLC paid in Rithm Property Trust (RPT) stock?

RCM GA Manager LLC was paid in stock under a management agreement where quarterly fees can be settled in cash or common shares. For this period, the adviser elected to receive 110,794 Rithm Property Trust shares at $14.50 per share as compensation.