Rithm Property Trust (NYSE: RPT) holder lifts stake to 17.1%

Rhea-AI Filing Summary

Rithm Capital Corp. filed Amendment No. 3 updating its large ownership position in Rithm Property Trust Inc. common stock. The reporting person now beneficially owns 1,447,680 shares of common stock, including 544,154 Warrant Shares exercisable at $32.16 per share, representing approximately 17.1% of the issuer’s outstanding common stock and voting power.

The amendment reflects stock-based management fee payments to affiliate RCM GA: on April 27, 2026 the issuer issued 110,794 shares (about $1,606,734), and on August 5, 2026 it issued 137,383 shares (about $1,615,740). Rithm Capital reports sole voting and dispositive power over all 1,447,680 shares and states that, aside from the transactions described, it has not traded the stock in the past 60 days.

Key Figures

Beneficial ownership: 1,447,680 shares Warrant Shares: 544,154 shares Warrant exercise price: $32.16 per Warrant Share +4 more

7 metrics

Beneficial ownership 1,447,680 shares Total common shares beneficially owned by Rithm Capital Corp. including warrant shares

Warrant Shares 544,154 shares Shares issuable upon exercise of Warrants included in beneficial ownership

Warrant exercise price $32.16 per Warrant Share Exercise price for each Warrant Share held by the reporting person

Percent of class 17.1% Portion of Rithm Property Trust outstanding common stock and voting power controlled

Shares outstanding baseline 7,772,564 shares Common shares outstanding as reported in the issuer’s Form 10-Q used in calculation

April 27, 2026 fee shares 110,794 shares; ~$1,606,734 Common stock issued to RCM GA as quarterly management fee

August 5, 2026 fee shares 137,383 shares; ~$1,615,740 Common stock issued to RCM GA as quarterly management fee

Key Terms

beneficially owns, Warrant Shares, Management Agreement, sole Dispositive Power, +1 more

5 terms

beneficially owns regulatory

"As of the date hereof, the Reporting Person beneficially owns 1,447,680 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Warrant Shares financial

"including 544,154 Warrant Shares that the Reporting Person has the right to acquire"

Warrant shares are the company stock that can be issued when holders exercise warrants — contracts that give someone the right to buy shares at a set price. Think of a coupon that lets you buy a product later at today’s price; if the market price rises above that set price, the coupon gains value and new shares are created. Investors care because issuing warrant shares can change ownership percentages, raise cash for the company, and offer leveraged upside or extra dilution depending on how the market moves.

Management Agreement regulatory

"as compensation for the services RCM GA provides ... pursuant to ... the Management Agreement"

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.

sole Dispositive Power regulatory

"Sole Dispositive Power 1,447,680.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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

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Available on EDGAR 08/07/2026 - 04:17 PM Accepted by SEC EDGAR 08/07/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What ownership stake in Rithm Property Trust Inc. (RPT) does Rithm Capital Corp. report in Amendment No. 3?

Rithm Capital Corp. reports beneficial ownership of 1,447,680 shares of Rithm Property Trust common stock, including 544,154 Warrant Shares, representing approximately 17.1% of the company’s outstanding common stock and total voting power as calculated in the filing.

What transactions in RPT triggered Rithm Capital’s Schedule 13D/A Amendment No. 3?

The issuer issued stock to RCM GA as management fees: 110,794 shares (about $1,606,734) on April 27, 2026 and 137,383 shares (about $1,615,740) on August 5, 2026, instead of cash, under the Management Agreement.

How was the 17.1% ownership percentage in RPT calculated in this amendment?

The 17.1% figure is based on 7,772,564 shares of common stock outstanding, plus 137,383 shares issued to RCM GA on August 5, 2026, plus 544,154 shares issuable upon warrant exercise, as described in the ownership calculation.

What voting and dispositive powers over RPT shares does Rithm Capital report in Amendment No. 3?

Rithm Capital Corp. reports sole voting power over 1,447,680 shares and sole dispositive power over 1,447,680 shares, with no shared voting or dispositive power, giving it control over approximately 17.1% of Rithm Property Trust’s voting stock.

Has Rithm Capital traded additional RPT shares recently beyond those in the management-fee issuances?

The filing states that, except as set forth in Amendment No. 3, the reporting person has not effected any transactions in Rithm Property Trust common stock during the past 60 days, indicating no other recent trading activity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Rithm Property Trust Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

38983D854

(CUSIP Number)

Philip Sivin
c/o Rithm Capital Corp., 799 Broadway
New York, NY, 10003
212-850-7770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 38983D854

1

Name of reporting person

Rithm Capital Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,447,680.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,447,680.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,447,680.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Rithm Property Trust Inc.
(c)	Address of Issuer's Principal Executive Offices: 799 BROADWAY, FLOOR 8, NEW YORK, NEW YORK , 10022.
Item 1 Comment: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being filed to amend and supplement the Schedule 13D filed with the SEC on June 18, 2024, as amended by Amendment No. 1 filed with the SEC on June 28, 2024 and Amendment No. 2 filed with the SEC on February 17, 2026 (together with this Amendment No. 3, the "Schedule 13D"), with respect to the shares of Common Stock of the Issuer. Except as set forth herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented as follows: Certain information about the directors and executive officers of the Reporting Person is set forth in Annex A attached hereto (collectively, the "Covered Persons").
(d)	During the last five years, the Reporting Person has not and, to the best of the Reporting Person's knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not and, to the best of the Reporting Person's knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On April 27, 2026, the Issuer issued 110,794 shares of Common Stock to RCM GA, representing approximately $1,606,734, as payment of the quarterly management fee, which can be paid in cash or shares of Common Stock at the election of RCM GA, as compensation for the services RCM GA provides to the Issuer and its subsidiaries, pursuant to, and subject to the terms and conditions of, the Management Agreement. On August 5, 2026, the Issuer issued 137,383 shares of Common Stock to RCM GA, representing approximately $1,615,740, as payment of the quarterly management fee.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Person are set forth on rows 11 and 13, respectively, of the cover page of this Amendment No. 3 and are incorporated herein by reference. As of the date hereof, the Reporting Person beneficially owns 1,447,680 shares of Common Stock, including 544,154 Warrant Shares that the Reporting Person has the right to acquire upon exercise of the Warrants at an exercise price per Warrant Share of $32.16, representing approximately 17.1% of the outstanding Common Stock. As a result of its beneficial ownership of the 1,447,680 shares of Common Stock, the Reporting Person controls approximately 17.1% of the total voting power of the Issuer's outstanding voting stock. The foregoing beneficial ownership percentage is based on a total of (i) 7,772,564 shares of Common Stock outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on July 31, 2026, plus (ii) 137,383 shares of Common Stock issued to RCM GA on August 5, 2026 plus (iii) 544,154 shares of Common Stock issuable upon exercise of the Warrants.
(b)	The number of shares as to which the Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is set forth on rows 7 through 10 of the cover page of this Amendment No. 3 and is incorporated herein by reference.
(c)	Except as set forth in this Amendment No. 3, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rithm Capital Corp.

Signature:	/s/ Nicola Santoro, Jr.
Name/Title:	Nicola Santoro, Jr. Chief Financial Officer and Chief Accounting Officer
Date:	08/07/2026