8-K - RPT - Equibles

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):

December 30, 2025

RITHM PROPERTY TRUST INC.

(Exact name of registrant as specified in charter)

Maryland	001-36844	46-5211870
(State<br>or other jurisdiction of incorporation)	(Commission File Number)	(IRS<br>Employer Identification No.)

799 Broadway

New York, NY 10003

(Address of principal executive offices)

Registrant’s telephone number, including area code:

212-850-7770

Securities registered pursuant to Section 12(b)of the Act:

Title of each class	Trading<br><br> <br>Symbols	Name of each exchange on which<br><br> <br>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

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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 3.03.	Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Completion of 1-for-6 Reverse Stock Split

On December 30, 2025, Rithm Property Trust Inc. (the “Company”) completed the previously announced reverse stock split of shares of the Company’s common stock (the “Common Stock”), and a corresponding adjustment to the outstanding common units of its operating partnership (the “Operating Partnership”), at a ratio of one share for every six shares outstanding (the “Reverse Stock Split”). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on December 30, 2025 (the “Effective Time”) and automatically converted every six shares of Common Stock outstanding at that time into one share of Common Stock.

The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares, as described below under “Charter Amendments”. Holders of Common Stock were not required to take any action as a result of the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned.

As a net result of the Reverse Stock Split, the number of shares of Common Stock issued and outstanding was decreased from 45,401,123 shares to approximately 7,566,853 shares as of the Effective Time.

At the Effective Time, the aggregate number of shares of Common Stock available for awards under the Company’s 2014 Director Equity Plan and 2016 Equity Incentive Plan and the terms of outstanding awards were ratably adjusted to reflect the Reverse Stock Split.

Charter Amendments

In connection with and to implement the Reverse Stock Split, on December 30, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provided for:

(i)	a 1-for-6 Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on December 30, 2025, payment of fractional<br>shares in cash, and a corresponding and necessary increase in the par value per share of Common Stock to $0.06 (the “First<br>Amendment”); and
(ii)	the return of the par value per share of the Common Stock to $0.01 per share, effective immediately following the effectiveness of<br>the First Amendment (the “Second Amendment”).
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Trading of the Common Stock on the New York Stock Exchange (the “NYSE”) is expected to commence on a Reverse Stock Split-adjusted basis on December 31, 2025 under the existing trading symbol “RPT.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 38983D 854.

Pursuant to the First Amendment, any fractional share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated on the basis of the closing price of the Common Stock (as adjusted for the Reverse Stock Split) on December 30, 2025 on the NYSE multiplied by such fraction.

The foregoing descriptions of the First Amendment and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
Exhibit	Description
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3.1	Articles of Amendment (Reverse Stock Split)
3.2	Articles of Amendment (Par Value Adjustment)
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: December 30, 2025

Exhibit 3.1

RITHM PROPERTY TRUST INC.

ARTICLES OF AMENDMENT

Rithm Property Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation desires to, and does hereby, further amend its charter as currently in effect (the “Charter”), pursuant to Section 2-309(e) of the Maryland General Corporation Law (the “MGCL”), to effect a reverse stock split of the issued and outstanding shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Corporation such that:

(i) every six (6) shares of Common Stock of the Corporation, par value $0.01 per share, that are issued and outstanding immediately prior to the Effective Time (as defined herein) shall, at the Effective Time, be combined and changed into one (1) issued and outstanding share of Common Stock of the Corporation, par value $0.06 per share;

(ii) no fractional shares of Common Stock of the Corporation resulting from such combination and change will be or remain issued and outstanding following the Effective Time, and each stockholder otherwise entitled to a fractional share will be entitled to receive, in lieu thereof, cash in an amount equal to the product obtained by multiplying (x) the fraction of a share by (y) the last reported price per share at which shares of Common Stock of the Corporation sold on the New York Stock Exchange at the close of market on the date on which the Effective Time occurs;

(iii) shares of Common Stock of the Corporation representing the difference between the number of shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time and the number of shares Common Stock of the Corporation issued and outstanding immediately following the Effective Time, shall be and become authorized and unissued shares of Common Stock of the Corporation having a par value of $0.06 per share; and

(iv) immediately upon the Effective Time, each certificate representing shares of Common Stock of the Corporation will continue to be valid but will be deemed for all corporate purposes after the Effective Time, until such certificate is surrendered in accordance with procedures established by the Corporation, to evidence ownership of the appropriately reduced number of shares of Common Stock of the Corporation, and upon proper surrender of such certificates, new certificates representing the appropriate number of shares (excluding fractional shares) of Common Stock of the Corporation after the combination and change described above will be issued by the Corporation.

SECOND: The Corporation desires to, and does hereby, further amend its Charter pursuant to Section 2-605 of the MGCL to change the par value of each authorized share of Common Stock of the Corporation from $0.01 per share to $0.06 per share, effective as of the Effective Time.

THIRD: As of immediately before the reverse stock split described in Article FIRST and the change in the par value per share of the authorized shares of Common Stock of the Corporation described in Article SECOND, the total number of shares of stock of all classes that the Corporation had authority to issue was 150,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. The aggregate par value of all such authorized shares of stock having par value was $1,500,000.

FOURTH: As of the Effective Time, after giving effect to the reverse stock split described in Article FIRST and the change in the par value per share of the authorized shares of Common Stock of the Corporation described in Article SECOND, the total number of shares of stock of all classes that the Corporation has authority to issue will be 45,833,333.33 shares of stock, consisting of 20,833,333.33 shares of Common Stock, par value $0.06 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. By virtue of the change in the par value per share of the shares of Common Stock of the Corporation from $0.01 per share to $0.06 per share, the aggregate par value of the total number of shares of stock of all classes that the Corporation has authority to issue will be $1,500,000.

FIFTH: The foregoing amendments to the Charter as set forth in these Articles of Amendment are for the purpose of effecting a reverse stock split that results in a combination of issued and outstanding shares of Common Stock of the Corporation and a change in the par value of the authorized shares of Common Stock of the Corporation, and such amendments are limited to changes expressly authorized by Sections 2-309(e) and 2-605 of the MGCL, respectively, to be made without action by the stockholders of the Corporation and were approved by a majority of the entire board of directors of the Corporation without action by the stockholders of the Corporation.

SIXTH: The foregoing amendments to the Charter as set forth in these Articles of Amendment do not increase the authorized stock of the Corporation.

SEVENTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendments contained in these Articles of Amendment.

EIGHTH: These Articles of Amendment shall be effective at 5:00 p.m. Eastern Time on December 30, 2025 (the “Effective Time”).

NINTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to on its behalf by its Chief Financial Officer on this 29th day of December, 2025.

ATTEST:			RITHM PROPERTY TRUST INC.
By:	/s/<br> Nicola Santoro, Jr.		By:	/s/<br> Michael Nierenberg
	Name:	Nicola Santoro, Jr.		Name:	Michael Nierenberg
	Title:	Chief Financial Officer		Title:	Chief Executive Officer

Exhibit 3.2

RITHM PROPERTY TRUST INC.

ARTICLES OF AMENDMENT

Rithm Property Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the "Charter") is hereby amended, effective at the Effective Time (as defined below), to decrease the par value of each authorized share of Common Stock of the Corporation from $0.06 per share to $0.01 per share.

SECOND: The amendment to the Charter as set forth in Article FIRST above has been duly approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law (the “MGCL”) and is limited to a change expressly authorized by Section 2-605(a)(2) of the MGCL to be made without action by the stockholders of the Corporation.

THIRD: Insofar as the authorized capital stock of the Corporation was decreased on account of the reverse stock split which became effective at 5:00 p.m. Eastern Time on December 30, 2025, the authorized number of shares of Common Stock, par value $0.01 per share, is hereby increased to 125,000,000 shares and the Charter is hereby amended accordingly, such that the total number of shares of stock of all classes that the Corporation has authority to issue will be 150,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share, with an aggregate par value of $1,500,000. Accordingly, Section 5.1 of the Charter shall read as follows:

“Section 5.1 Authorized Shares. The Corporation has authority to issue 150,000,000 shares of stock, of which 125,000,000 shares are common stock, par value $.01 per share, and 25,000,000 shares are series preferred stock, par value $.01 per share. The aggregate par value of the authorized shares of stock is $1,500,000. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”

FOURTH: Any amendment to the Charter as set forth in Article THIRD above has been duly approved by at least a majority of the entire Board of Directors as required by the MGCL and is limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL to be made without action by the stockholders of the Corporation.

FIFTH: As of immediately before the reduction in par value of the Common Stock pursuant to Article FIRST above and increase in the authorized number of shares of Common Stock pursuant to Article THIRD above, the total number of shares of stock of all classes that the Corporation had authority to issue was 45,833,333.33 shares of stock, consisting of 20,833,333.33 shares of Common Stock, par value $0.06 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share, with an aggregate par value of $1,500,000.

SIXTH: As of immediately after the reduction in par value of the Common Stock pursuant to Article FIRST above and any increase in the authorized number of shares of Common Stock pursuant to Article THIRD above the total number of shares of stock of all classes that the Corporation has authority to issue is 150,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share, with an aggregate par value of $1,500,000.

SEVENTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendments contained in these Articles of Amendment.

EIGHTH: These Articles of Amendment shall be effective at 5:01 p.m. Eastern Time on December 30, 2025.

[SIGNATURE PAGE FOLLOWS]

ATTEST:			RITHM PROPERTY TRUST INC.
By:	/s/<br> Nicola Santoro, Jr.		By:	/s/<br> Michael Nierenberg
	Name:	Nicola Santoro, Jr.		Name:	Michael Nierenberg
	Title:	Chief Financial Officer		Title:	Chief Executive Officer