Amendment: SEC Form SCHEDULE 13D/A filed by Rithm Property Trust Inc.
$RPT
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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) |
02/12/2026 (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).
SCHEDULE 13D
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| CUSIP No. | 38983D854 |
| 1 |
Name of reporting person
Rithm Capital Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,199,503.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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, New York,
NEW YORK
, 10003. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") 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 (together with this Amendment No. 2, the "Schedule 13D") with respect to the shares of Common Stock of the Issuer. Except as set forth herein, this Amendment No. 2 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.
All share numbers reported herein reflect the 1-for-6 reverse stock split of the Common Stock effective December 30, 2025.
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| 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").
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| (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:
The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 3.
On October 18, 2024, the Issuer issued 73,630 shares of Common Stock to RCM GA, representing approximately $1,409,288, 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 February 12, 2026, the Issuer issued 105,687 shares of Common Stock to RCM GA, representing approximately $1,603,266, as payment of the quarterly management fee.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 3 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 4.
On December 4, 2024, RCM GA transferred a total of 3,091 shares of Common Stock to certain employees of the Reporting Person as compensation.
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| 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. 2 and are incorporated herein by reference.
As of the date hereof, the Reporting Person beneficially owns 1,199,503 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 14.8% of the outstanding Common Stock. As a result of its beneficial ownership of the 1,199,503 shares of Common Stock, the Reporting Person controls approximately 14.8% of the total voting power of the Issuer's outstanding voting stock.
The foregoing beneficial ownership percentage is based on a total of (i) 7,571,699 shares of Common Stock outstanding, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on February 13, 2026 plus (ii) 544,154 shares of Common Stock issuable upon exercise of the Warrants.
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| (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. 2 and is incorporated herein by reference. | |
| (c) | Except as set forth in this Amendment No. 2, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days.
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| 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.
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