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 |
Name
of each exchange on which | ||
| 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