8-K
Rithm Property Trust Inc. (RPT)
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): April 28, 2025
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:
212-850-7770
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which 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) |
| ☐ | 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)) |
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 2.02. | Results of Operations and Financial Condition |
|---|
On April 28, 2025, Rithm Property Trust Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.
The information provided in Item 2.02 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
The Board of Directors of Rithm Property Trust Inc. (the “Company”) approved the appointment of Nicola Santoro, Jr. as the Company’s Chief Financial Officer and Chief Accounting Officer, effective as of April 28, 2025. Mr. Santoro currently serves as the Chief Financial Officer, Chief Accounting Officer and Treasurer of Rithm Capital Corp. (“Rithm Capital”), which is an affiliate of RCM GA Manager LLC, the Manager (the “Manager”) of the Company.
Mr. Santoro has served as the Chief Financial Officer, Chief Accounting Officer and Treasurer of Rithm Capital since 2015. Prior to joining Rithm Capital, Mr. Santoro was employed by FXCM, Inc. from 2012 through September 2015, serving as its Chief Accounting Officer where he was responsible for directing financial reporting, accounting, tax and financial planning activities. From 2005 through 2012, Mr. Santoro was employed by the Financial Guaranty Insurance Company, serving as principal financial officer from 2008. Mr. Santoro is a certified public accountant.
The Company is externally managed by the Manager under the terms of the management agreement, pursuant to which the Manager provides the Company with all of the personnel required to manage its operations, including its executive officers. The Company’s executive officers are officers or personnel of the Manager or an affiliate of the Manager and do not receive any cash compensation from the Company for serving as executive officers of the Company. The Manager is not able to segregate and identify any portion of the compensation that Mr. Santoro will receive from Rithm Capital as relating solely to services performed for the Company.
There is no arrangement or understanding between Mr. Santoro and any other person pursuant to which he was appointed as an officer of the Company. There are also no family relationships between Mr. Santoro and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Effective upon Mr. Santoro’s appointment, Ms. Mary Doyle has resigned as the Company’s principal financial officer and principal accounting officer and her consulting agreement with the Manager has terminated.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| Exhibit | Description |
| --- | --- |
| 99.1 | Press Release dated April 28, 2025 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated April 28, 2025 |
| 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: April 28, 2025
Document
Exhibit 99.1
Rithm Property Trust Inc. Announces First Quarter 2025 Results
New York, NY—BUSINESS WIRE —Rithm Property Trust Inc. (NYSE: RPT, “Rithm Property Trust” or the “Company”) today announced the following information for the quarter ended March 31, 2025.
First Quarter 2025 Financial Highlights:
•GAAP comprehensive income of $1.1 million, or $0.02 per diluted common share1,2
•Earnings available for distribution of $0.7 million or $0.02 per diluted common share1,3
•Paid a common dividend of $2.7 million or $0.06 per common share
•Book value per common share of $5.401
| Q1 2025 | Q4 2024 | |||
|---|---|---|---|---|
| Summary of Operating Results: | ||||
| Comprehensive Income per Diluted Common Share1,2 | $ | 0.02 | $ | 0.05 |
| Comprehensive Income (in millions) | $ | 1.1 | $ | 2.2 |
| Non-GAAP Results: | ||||
| Earnings Available for Distribution per Diluted Common Share1,3 | $ | 0.02 | $ | 0.01 |
| Earnings Available for Distribution2 (in millions) | $ | 0.7 | $ | 0.3 |
| Book Value: | ||||
| Book Value per Common Share | $ | 5.40 | $ | 5.44 |
| Book Value (in millions) | $ | 245.3 | $ | 246.9 |
| Common Shares Outstanding | 45,420,752 | 45,420,752 | ||
| Total Equity (in millions) | $ | 295.9 | $ | 246.9 |
| Common Dividend Paid: | ||||
| Common Dividend per Share | $ | 0.06 | $ | 0.06 |
| Aggregate Common Dividend (in millions) | $ | 2.7 | $ | 2.8 |
__________________________________________
1.Per common share calculations for both GAAP comprehensive income and earnings available for distribution are based on weighted average diluted shares of 45,422,030 and 45,298,505 for the quarters ended March 31, 2025 and December 31, 2024, respectively. Book value per share is based on 45,420,752 common shares outstanding for each of the quarters ended March 31, 2025 and December 31, 2024.
2.Comprehensive income is a GAAP financial measure that adjusts GAAP net income by any unrealized gain (loss) on investment securities measured at fair value through other comprehensive income and the related income tax effect, if any.
3.Earnings available for distribution is a non-GAAP financial measure. For a reconciliation of earnings available for distribution to GAAP comprehensive income, as well as an explanation of this measure, please refer to the section entitled “Non-GAAP Financial Measures and Reconciliation to GAAP Comprehensive Income.”
“Rithm Property Trust continued its track record of earnings growth under Rithm in the first quarter of 2025, despite a challenging macro-economic environment,” said Michael Nierenberg, Chief Executive Officer of Rithm Capital. “This demonstrates the strength of our platform and deep real estate expertise in consistently creating value for our shareholders. We remain opportunistic with our capital and are focused on the continued transformation of the RPT platform.”
First Quarter Company Highlights:
•Deployed $64 million of Capital into CRE Investments: Acquired $46.7 million in unpaid principal balance (“UPB”) of commercial mortgage-backed securities (“CMBS”) bringing our total investment in CMBS to $274.6 million in UPB. Invested $17.5 million in a floating rate senior subordinate mortgage loan collateralized by a commercial real estate property located in New York City.
•Preferred Stock Issuance: Issued 2,084,232 shares of 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Preferred Stock”) for net proceeds of $50.8 million, including the partial exercise by the underwriters of 84,232 shares of Preferred Stock pursuant to their over-allotment option. The Preferred Stock has a liquidation preference of $25.00 per share and is listed on the NYSE under the symbol “RPT.PRC.”
•Legacy RMBS Sale: Sold legacy RMBS available-for-sale with a total UPB of $20.7 million, resulting in a remaining RMBS portfolio with a total UPB of $101.1 million.
Dividend Declaration:
•On April 25, 2025, the Company’s Board of Directors declared a cash dividend of $0.06 per share to be paid on May 30, 2025, to stockholders of record as of May 15, 2025.
Financial results for the quarter ended March 31, 2025, are included in the tables at the end of this press release.
Additional Information
For additional information that management believes is useful for investors, please refer to the latest presentation posted on the News & Events - Presentations section of the Company’s website, www.rithmproperty trust.com. Information on, or accessible through, our website is not a part of, and is not incorporated into, this press release.
Earnings Conference Call
Rithm Property Trust will host a conference call at 8:00 AM ET on Monday, April 28, 2025, to review its financial results for the quarter ended March 31, 2025. A webcast of the conference call will be available to the public on a listen-only basis at the Company’s website, www.rithmpropertytrust.com. Participants are encouraged to pre-register for the webcast at https://events.q4inc.com/attendee/544479904. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the webcast. A copy of the earnings release will also be posted to the News & Events – Press Releases section of the Company’s website.
A replay of the conference call will also be available two hours following the call’s completion through 11:59 P.M. Eastern Time on Monday, May 12, 2025 in the News & Events – Events section of the Company’s website.
RITHM PROPERTY TRUST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except share and per share amounts)
(Unaudited)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | ||||
| Revenues: | |||||
| Interest income | $ | 13,200 | $ | 12,873 | |
| Interest expense | (9,386) | (9,239) | |||
| Net interest income | 3,814 | 3,634 | |||
| Fair value adjustment on mortgage loans held-for-sale, net | 970 | 970 | |||
| Other (loss)/income | (4,535) | 1,029 | |||
| Total income, net | 249 | 5,633 | |||
| Expenses: | |||||
| Related party loan servicing fee | 510 | 524 | |||
| Related party management fee | 1,445 | 1,410 | |||
| Professional fees | 895 | 769 | |||
| Other expense | 927 | 1,147 | |||
| Total expense | 3,777 | 3,850 | |||
| (Loss)/income before income tax | (3,528) | 1,783 | |||
| Income tax expense (benefit) | (136) | 26 | |||
| Net (loss)/income | (3,392) | 1,757 | |||
| Less: net income/(loss) attributable to the non-controlling interests | 2 | (1,157) | |||
| Net (loss)/income attributable to the Company | (3,394) | 2,914 | |||
| Less: dividends on preferred stock | 350 | — | |||
| Net (loss)/income attributable to common stockholders | $ | (3,744) | $ | 2,914 | |
| Plus: Unrealized (loss)/gain on available-for-sale securities | 4,424 | (1,432) | |||
| Plus: Amortization of unrealized loss on held-to-maturity securities | 434 | 720 | |||
| Comprehensive Income | $ | 1,114 | $ | 2,202 | |
| Net (loss)/income per share of common stock: | |||||
| Basic | $ | (0.08) | $ | 0.06 | |
| Diluted | $ | (0.08) | $ | 0.06 | |
| Weighted average number of shares of common stock outstanding: | |||||
| Basic | 45,422,030 | 45,298,505 | |||
| Diluted | 45,422,030 | 45,298,505 |
RITHM PROPERTY TRUST INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
(Unaudited)
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets: | ||||
| Cash and cash equivalents | $ | 97,439 | $ | 64,252 |
| Mortgage loans held-for-sale, net | 27,469 | 27,788 | ||
| Mortgage loans held-for-investment, net | 386,997 | 396,052 | ||
| CMBS at fair value (amortized cost of $275,602 and $245,539, respectively) | 275,541 | 246,614 | ||
| RMBS available-for-sale, at fair value (amortized cost of $50,653 and $68,298, respectively) | 48,948 | 62,169 | ||
| Investments in securities, held-to-maturity | 44,912 | 46,043 | ||
| Other investments, at fair value | 25,941 | 29,916 | ||
| Investments in beneficial interests, net | 90,565 | 89,704 | ||
| Equity investments in affiliates | 17,618 | 537 | ||
| Other assets | 12,901 | 14,264 | ||
| Total Assets | $ | 1,028,331 | $ | 977,339 |
| Liabilities and Equity | ||||
| Liabilities: | ||||
| Secured borrowings, net | $ | 250,903 | $ | 258,353 |
| Borrowings under repurchase transactions | 367,010 | 356,565 | ||
| Notes payable, net | 107,862 | 107,647 | ||
| Accrued expenses and other liabilities | 6,636 | 8,006 | ||
| Total Liabilities | 732,411 | 730,571 | ||
| Commitments and Contingencies | ||||
| Equity: | ||||
| Preferred stock, $0.01 par value, 25,000,000 shares authorized, 2,084,232 and 0 shares issued and outstanding, respectively at March 31, 2025 and December 31, 2024, $52,105,800 aggregate liquidation preference | 50,785 | — | ||
| Common stock $0.01 par value, 125,000,000 shares authorized, 47,085,117 shares issued and 45,420,752 shares outstanding, respectively at March 31, 2025 and December 31, 2024 | 471 | 471 | ||
| Additional paid-in capital | 425,052 | 425,039 | ||
| Treasury stock | (11,594) | (11,594) | ||
| Accumulated deficit | (164,510) | (158,003) | ||
| Accumulated other comprehensive loss | (4,133) | (8,991) | ||
| Equity attributable to stockholders | 296,071 | 246,922 | ||
| Non-controlling interests | (151) | (154) | ||
| Total Equity | 295,920 | 246,768 | ||
| Total Liabilities and Equity | $ | 1,028,331 | $ | 977,339 |
NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP COMPREHENSIVE INCOME
“Earnings available for distribution” is a non-GAAP financial measure of the Company’s operating performance,
which is used by management to evaluate the Company’s performance excluding: (i) net realized and unrealized gains and losses on certain assets and liabilities; (ii) other net income and losses not related to the performance of the investment portfolio; and (iii) non-capitalized transaction related expenses.
The Company has three primary variables that impact its performance: (i) net interest margin on assets held within the investment portfolio; (ii) realized and unrealized gains or losses on assets held within the investment portfolio, including any impairment or reserve for expected credit losses; and (iii) the Company’s operating expenses and taxes.
The Company’s definition of earnings available for distribution excludes certain realized and unrealized losses,
which although they represent a part of the Company’s recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance. Within other net income and losses, management primarily excludes equity-based compensation expenses.
With regard to non-capitalized transaction-related expenses, management does not view these costs as part of the Company’s core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Non-capitalized transaction-related expenses generally relate to legal and valuation service costs, as well as other professional service fees, incurred when the Company acquires certain investments.
Management believes that the adjustments to compute “earnings available for distribution” specified above allow
investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company’s activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company’s current core performance using the same financial measure that management uses to operate the business. Management also utilizes earnings available for distribution as a financial measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company’s investments, as well as the allocation of resources between those investments, and management also relies on earnings available for distribution as an indicator of the results of such decisions. Earnings available for distribution excludes certain recurring items, such as gains and losses (including impairment) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company’s core operations for the reasons described herein. As such earnings available for distribution is not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP comprehensive income which is inclusive of all of the Company’s activities.
The Company views earnings available for distribution as a consistent financial measure of its portfolio’s ability to
generate income for distribution to common stockholders. Earnings available for distribution does not represent and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company’s calculation of this financial measure may not be comparable to similarly entitled financial measures reported by other companies. Furthermore, to maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. Because the Company views earnings available for distribution as a consistent financial measure of its ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company’s board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company’s taxable income, a guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.
Reconciliation of GAAP Comprehensive Income to Earnings Available for Distribution
(Dollars in thousands except per share amounts)
(Unaudited)
The table below provides a reconciliation of earnings available for distribution to the most directly comparable GAAP financial measure:
| Three months ended | ||||
|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | |||
| Comprehensive income — GAAP | $ | 1,114 | $ | 2,202 |
| Adjustments: | ||||
| Net income/(loss) attributable to non-controlling interest | 2 | (1,157) | ||
| Realized and unrealized gains | (317) | (804) | ||
| Other adjustments1 | (82) | 82 | ||
| Earnings Available for Distribution — Non-GAAP | $ | 717 | $ | 323 |
| Weighted average shares - basic | 45,422,030 | 45,298,505 | ||
| Weighted average shares - diluted | 45,422,030 | 45,298,505 | ||
| Basic Earnings Available for Distribution per common share | $ | 0.02 | $ | 0.01 |
| Diluted Earnings Available for Distribution per common share | $ | 0.02 | $ | 0.01 |
___________________________________
- Other adjustments include amortization, income taxes and stock-based compensation.
About Rithm Property Trust
Rithm Property Trust is a real estate investment platform externally managed by an affiliate of Rithm Capital Corp. (“Rithm Capital”) (NYSE: RITM). Rithm Property Trust has historically focused on acquiring, investing in and managing re-performing loans and non-performing loans secured by single-family residences and commercial properties. In connection with the 2024 strategic transaction with Rithm Capital, the Company transitioned to a flexible commercial real estate focused investment strategy. Rithm Property Trust is a Maryland corporation that is organized and conducts its operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes.
Forward-Looking Statements
This press release contains certain information which constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “seek,” “believes,” “intends,” “expects,” “projects,” “anticipates,” “plans” and “future” or similar expressions are intended to identify forward-looking statements. These statements are not historical facts. These forward-looking statements represent management’s current expectations regarding future events and are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond our control. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings, including the Company’s recent proxy statements, filed with the Securities and Exchange Commission. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
| Investor Relations |
|---|
| 646-868-5483 |
| ir@rithmpropertytrust.com |
7