ajx-20251219

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 19, 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.

Explanatory Note

As reported in a Current Report on Form 8-K filed on December 19, 2025 by Rithm Property Trust Inc. (the "Company"), on December 19, 2025, in connection with the closing of the previously announced acquisition by Rithm Capital Corp., a Delaware corporation (“Rithm Capital”), of Paramount Group, Inc., a Maryland corporation, on December 19, 2025, the Company acquired an indirect minority interest (the “RPT PGRE Investment”) in Paramount Group Operating Partnership LP, a Delaware limited partnership (“PG Operating Partnership”), which through its affiliates and joint ventures owns a portfolio (the “Portfolio”) of commercial real estate properties.

In connection with the RPT PGRE Investment, the Company, through its wholly owned subsidiary RPT PGRE Holdings LLC, a Delaware limited liability company, entered into certain Contribution and Subscription Agreements pursuant to which it subscribed for an aggregate of approximately 3.9% of the limited partnership interests of Rithm PGRE Aggregator LP, a Delaware limited partnership (“Aggregator I”), and Rithm PGRE Aggregator II LP, a Delaware limited partnership (“Aggregator II” and, together with Aggregator I, collectively, the “Aggregators”), investment vehicles formed by Rithm Capital to own 100% of the interests in the PG Operating Partnership, in exchange for aggregate cash capital contributions to the Aggregators in the amount of $50.0 million. In addition, the Company committed to make, under certain circumstances, additional cash capital contributions to the Aggregators of up to $7.5 million, in the aggregate, in exchange for additional limited partnership interests in the Aggregators. The Company financed the RPT PGRE Investment with cash on hand.

The Portfolio consists of ten properties currently held by the PG Operating Partnership: 1633 Broadway, 1301 Avenue of the Americas, 1325 Avenue of the Americas, 31 W 52nd Street, 712 Fifth Avenue, 1600 Broadway and 900 3rd Avenue in New York, NY and One Market Plaza, 300 Mission Street and One Front Street in San Francisco, CA.

As of the closing of the RPT PGRE Investment, affiliates of Rithm Capital own the remaining limited partnership interests in the Aggregators not subscribed for by the Company. RCM GA Manager LLC, an affiliate of Rithm Capital, is the Company’s external manager. An affiliate of Rithm Capital, Rithm Asset Management LLC, a Delaware limited liability company, will serve as general partner of the Aggregators and will have authority to manage the Aggregators in accordance with the governing documents thereof. Rithm Capital will manage the Portfolio through Rithm Property Management LLC, a Delaware limited liability company, and other of its direct and indirect subsidiaries. Michael Nierenberg, the Company’s Chief Executive Officer and a member of its Board of Directors, serves as the Chairman of the Board of Directors and Chief Executive Officer of Rithm Capital. In addition, Nicola Santoro, Jr., the Company’s Chief Financial Officer and Chief Accounting Officer, serves as the Chief Financial Officer and the Chief Accounting Officer of Rithm Capital. Other than in respect of the above described transactions, there is no material relationship between Rithm Capital and the Company or any of the Company’s affiliates, directors or officers or any associate of the Company’s directors or officers.

This amendment provides the audited consolidated financial statements required by Item 2.01 and Item 9.01(a) of Form 8-K and the narrative disclosure of the financial statement impact required by Item 2.01 and Item 9.01(b) of Form 8-K. The remainder of the information contained in the Current Report on Form 8-K filed on December 19, 2025 is not amended hereby.


Item 9.01.			Financial Statements and Exhibits

(a)Financial statements of business acquired

The audited consolidated financial statements of Paramount Group, Inc. for the fiscal year ended December 31, 2024 and the unaudited consolidated financial statements for the nine months ended September 30, 2025 are included herein as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. In connection with the acquisition of an interest in substantially all of the key operating assets of Paramount Group, Inc., and as permitted by applicable SEC rules, the Company is filing the full audited consolidated financial statements of Paramount Group, Inc. (as well as unaudited interim consolidated financial statements), and adjustments reflecting the elimination of assets not acquired and liabilities not assumed are included as Exhibit 99.3.

(b)Pro Forma financial information

The Company has elected the fair value option for the transactions contemplated by the Transaction Agreement, which involve the acquisition of an equity method investee. Accordingly, the Company is not required to present full pro forma financial information under Article 11 and is instead providing the following narrative discussion of the expected effects of these transactions on its results of operations and balance sheet.

The Company previously disclosed that consummation of the transactions contemplated by the Transaction Agreement was expected to have a material impact on its U.S. GAAP financial statements. As of the closing date, the Company recorded a $50 million investment in the Aggregators—investment vehicles formed by Rithm Capital to own 100% of the interests in the PG Operating Partnership. The investment will be recorded as a component of other investments on the balance sheet and measured at fair value each reporting period. Realized gains and losses and changes in fair value will be recognized in the Company’s results of operations within other income (loss).

(d)Exhibits


Exhibit						Description
23.1						Consent of Independent Registered Public Accounting Firm
99.1						Audited financial statements of Paramount Group, Inc. ("PGRE") (incorporated by reference to pages 65 through 101 of the Annual Report on Form 10-K filed by PGRE on February 27, 2025, File No. 1-36746)
99.2						Unaudited financial statements of PGRE (incorporated by reference to pages 3 through 27 of the Quarterly Report on Form 10-Q filed by PGRE on October 29, 2025, File No. 1-36746)
99.3						Schedule with Adjustments
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: January 23, 2026

Exhibit 99.3

SCHEDULE WITH ADJUSTMENTS

Adjusted Statement of Operations

For the Nine Months Ended September 30, 2025

(in thousands)


($ in thousands)	Paramount Group, Inc., as filed		Adjustments(A)		The Portfolio
Revenues:
Rental revenue	$	511,741	$	1,923	$	513,664
Fee and other income	25,282		(17,047)		8,235
Total revenues	537,023		(15,124)		521,899
Expenses:
Operating	232,326		11,221		243,547
Depreciation and amortization	176,707		(3,228)		173,479
General and administrative	58,112		(58,112)		—
Transaction related costs	10,840		(10,840)		—
Total expenses	477,985		(60,959)		417,026
Other income (expense):
Loss from real estate related fund investments	(67)		67		—
Income (loss) from unconsolidated real estate related funds	(79)		79		—
Income (loss) from unconsolidated joint ventures	2,620		(2,619)		1
Interest and other income, net	10,953		(6,375)		4,578
Interest and debt expense	(129,903)		2,233		(127,670)
(Loss) income before income taxes	(57,438)		39,220		(18,218)
Income tax benefit (expense)	1,430		(1,439)		(9)
Net (loss) income	(56,008)		37,781		(18,227)
Less net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures	(5,095)		—		(5,095)
Consolidated real estate related funds	(2,556)		2,556		—
Operating Partnership	4,901		(4,901)		—
Net (loss) income attributable to common stockholders	$	(58,758)	$	35,436	$	(23,322)

(A)Adjustments consist of exclusion of financial results relating to 60 Wall Street, 55 Second Street, 111 Sutter Street, 745 Fifth Avenue, Oder-Center, Fund VII, Fund VIII, Fund X, Fund X-ECI, RDF and all management entities, which are included in the consolidated financial statements of Paramount Group, Inc.

Exhibit 99.3

SCHEDULE WITH ADJUSTMENTS

Adjusted Statement of Operations

For the Year Ended December 31, 2024

(in thousands)


($ in thousands)	Paramount Group, Inc., as filed		Adjustments(A)		The Portfolio
Revenues:
Rental revenue	$	721,750	$	2,218	$	723,968
Fee and other income	35,701		(24,312)		11,389
Total revenues	757,451		(22,094)		735,357
Expenses:
Operating	303,278		17,836		321,114
Depreciation and amortization	239,542		(4,821)		234,721
General and administrative	66,333		(66,333)		—
Transaction related costs	923		(923)		—
Total expenses	610,076		(54,241)		555,835
Other income (expense):
Loss from real estate related fund investments	(128)		128		—
Income (loss) from unconsolidated real estate related funds	273		(273)		—
Income (loss) from unconsolidated joint ventures	(47,359)		47,360		1
Interest and other income, net	30,455		(25,022)		5,433
Interest and debt expense	(166,952)		3,045		(163,907)
(Loss) income before income taxes	(36,336)		57,385		21,049
Income tax benefit (expense)	(2,058)		1,958		(100)
Net (loss) income	(38,394)		59,343		20,949
Less net (income) loss attributable to noncontrolling interests in:
Consolidated joint ventures	(22,462)		—		(22,462)
Consolidated real estate related funds	10,292		(10,292)		—
Operating Partnership	4,276		(4,276)		—
Net (loss) income attributable to common stockholders	$	(46,288)	$	44,775	$	(1,513)

Exhibit 99.3

SCHEDULE WITH ADJUSTMENTS

Adjusted Balance Sheet

As of September 30, 2025

(in thousands)


($ in thousands)	Paramount Group, Inc., as filed		Adjustments(A)		The Portfolio
Assets
Real estate, at cost
Land	$	1,966,237	$	—	$	1,966,237
Buildings and improvements	6,384,243		(33,686)		6,350,557
	8,350,480		(33,686)		8,316,794
Accumulated depreciation and amortization	(1,737,783)		12,284		(1,725,499)
Real estate, net	6,612,697		(21,402)		6,591,295
Cash and cash equivalents	330,207		(156,197)		174,010
Restricted cash	324,150		(9,060)		315,090
Accounts receivable and other receivables	26,582		(9,266)		17,316
Investments in unconsolidated real estate related funds	4,416		(4,416)		—
Investments in unconsolidated joint ventures	81,509		(73,735)		7,774
Deferred rent receivable	352,906		(366)		352,540
Deferred charges, net	126,587		(246)		126,341
Intangible assets, net	41,093		—		41,093
Other assets	74,348		(32,323)		42,025
Total assets	$	7,974,495	$	(307,011)	$	7,667,484

Liabilities and Equity
Notes and mortgages payable, net	$	3,711,504	$	—	$	3,711,504
Accounts payable and accrued expenses	138,689		(26,211)		112,478
Intangible liabilities, net of accumulated amortization	16,541		—		16,541
Other liabilities	31,473		(24,683)		6,790
Total liabilities	3,898,207		(50,894)		3,847,313
Commitments and Contingencies
Paramount Group, Inc., equity:
Common stock	2,219		(2,219)		—
Additional paid-in-capital	4,086,243		(4,210,824)		(124,581)
Earnings less than distributions	(1,064,525)		4,264,464		3,199,939
Accumulated other comprehensive income	—		—		—
Paramount Group, Inc., equity	3,023,937		51,421		3,075,358
Noncontrolling interests in:
Consolidated joint ventures	744,813		—		744,813
Consolidated real estate related funds	85,431		(85,431)		—
Operating Partnership	222,107		(222,107)		—
Total equity	4,076,288		(256,117)		3,820,171
Total liabilities and equity	$	7,974,495	$	(307,011)	$	7,667,484

(A)Adjustments consist of exclusion of assets not acquired and liabilities not assumed relating to 60 Wall Street, 55 Second Street, 111 Sutter Street, 745 Fifth Avenue, Oder-Center, Fund VII, Fund VIII, Fund X, Fund X-ECI, RDF and all management entities, which are included in the consolidated financial statements of Paramount Group, Inc.

Exhibit 99.3

SCHEDULE WITH ADJUSTMENTS

Adjusted Balance Sheet

As of December 31, 2024

(in thousands)


($ in thousands)	Paramount Group, Inc., as filed		Adjustments(A)		The Portfolio
Assets
Real estate, at cost
Land	$	1,966,237	$	—	$	1,966,237
Buildings and improvements	6,325,097		(32,564)		6,292,533
	8,291,334		(32,564)		8,258,770
Accumulated depreciation and amortization	(1,639,529)		9,975		(1,629,554)
Real estate, net	6,651,805		(22,589)		6,629,216
Cash and cash equivalents	375,056		(228,555)		146,501
Restricted cash	180,391		(18,272)		162,119
Accounts receivable and other receivables	18,229		(2,091)		16,138
Investments in unconsolidated real estate related funds	4,649		(4,649)		—
Investments in unconsolidated joint ventures	85,952		(77,791)		8,161
Deferred rent receivable	356,425		—		356,425
Deferred charges, net	100,684		(2,924)		97,760
Intangible assets, net	50,492		—		50,492
Other assets	47,820		(35,801)		12,019
Total assets	$	7,871,503	$	(392,672)	$	7,478,831

Liabilities and Equity
Notes and mortgages payable, net	$	3,676,630	$	—	$	3,676,630
Accounts payable and accrued expenses	119,881		(14,407)		105,474
Intangible liabilities, net of accumulated amortization	20,870		—		20,870
Other liabilities	44,625		(39,006)		5,619
Total liabilities	3,862,006		(53,413)		3,808,593
Commitments and Contingencies
Paramount Group, Inc., equity:
Common stock	2,175		(2,175)		—
Additional paid-in-capital	4,144,301		(4,145,401)		(1,100)
Earnings less than distributions	(1,005,627)		4,180,806		3,175,179
Accumulated other comprehensive income	428		391		819
Paramount Group, Inc., equity	3,141,277		33,621		3,174,898
Noncontrolling interests in:
Consolidated joint ventures	495,340		—		495,340
Consolidated real estate related funds	82,875		(82,875)		—
Operating Partnership	290,005		(290,005)		—
Total equity	4,009,497		(339,259)		3,670,238
Total liabilities and equity	$	7,871,503	$	(392,672)	$	7,478,831