UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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 1930, 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 73.0103. ~~Regulation~~Material FDModification ~~Disclosure~~to Rights of Security Holders.

OnTo ~~December~~the ~~19,~~extent ~~2025,~~required ~~Rithm~~by ~~Property~~Item ~~Trust Inc~~3.03 ~~(the~~of ~~“Company”) issued~~Form a8-K, ~~press release announcing~~ the ~~Reverse~~information ~~Stock~~contained in ~~Split~~Item ~~(as defined below)~~5.03 ~~A copy~~ of ~~the~~this ~~press~~Current ~~release~~Report ison ~~attached to this~~ Form 8-K as ~~Exhibit 99.1 and~~ is incorporated herein by reference.

~~The information provided in~~ Item 75.0103 ofAmendments ~~this Report, including Exhibit 99.1, is being furnished and shall not be deemed~~ to beArticles ~~filed for purposes~~ of ~~Section~~Incorporation ~~18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~Bylaws; ~~subject~~Change toin ~~the~~Fiscal 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 filingYear.

~~Item~~Completion ~~8.01.~~of ~~Other~~1-for-6 ~~Events.~~Reverse Stock Split

On December 1930, 2025, ~~the~~Rithm ~~Company~~Property ~~announced~~Trust ~~that~~Inc. ~~its~~(the ~~Board of Directors~~“Company”) ~~unanimously~~completed ~~approved~~the apreviously announced reverse stock split of shares of the Company’s common stock (the “Common Stock”), and a corresponding adjustment to the outstanding common units ~~(“Common Units”)~~ of its operating partnership (the “Operating Partnership”), at a ratio of one share for every six shares ~~presently~~ outstanding (the “Reverse Stock Split”). The Reverse Stock Split istook ~~expected to take~~ effect at ~~approximately~~ 5:00 p.m. Eastern Time on December 30, 2025 (the “Effective Time”). ~~Every~~and automatically converted every six shares of Common Stock outstanding at that time ~~will automatically be converted~~ into one share of Common Stock ~~and likewise corresponding adjustments will be made to each outstanding Common Unit of the Operating Partnership~~.

No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that would hold fractional shares as a result of the Reverse Stock Split will be entitled to receive a cash payment in lieu of such fractional shares. The Reverse Stock Split ~~will~~affected ~~apply to~~ all ofholders ~~the Company’s outstanding shares~~ of Common Stock ~~as of the Effective Time~~ uniformly and ~~therefore~~did ~~will~~ not affect ~~the~~any ~~relative~~common stockholder’s percentage ofownership ~~shares~~interest ~~owned~~in bythe ~~any particular stockholder~~Company, except for de minimis changes as a result of the elimination of fractional shares., ~~The~~as ~~Reverse~~described ~~Stock~~below ~~Split~~under ~~will~~“Charter ~~also~~Amendments”. ~~not~~Holders ~~affect~~of ~~the~~Common ~~relative~~Stock were ~~voting~~not orrequired ~~other~~to ~~rights~~take ~~that~~any ~~accompany~~action ~~the~~as ~~shares~~a result of ~~Common~~the Reverse Stock ~~except~~Split. toTheir ~~the~~accounts ~~extent~~were ~~that~~automatically itadjusted ~~results~~to inreflect athe ~~stockholder receiving cash~~number ~~in lieu~~ of ~~fractional~~ shares owned.

As a net result of the Reverse Stock Split, the number of ~~outstanding~~ shares of Common Stock ~~will~~issued beand outstanding was decreased from 45,401,123 shares ~~issued and outstanding as of December 15, 2025~~ to approximately 7,566,853 shares ~~giving~~as ~~effect~~of to the ~~Reverse~~Effective ~~Stock Split~~Time. ~~At the market open on December 31, 2025, the Common Stock is expected to begin trading on a Reverse Stock Split-adjusted basis under the new CUSIP number 38983D 854.~~

~~Stockholders~~At ofthe ~~record~~Effective ~~will receive information from Equiniti Trust Company~~Time, ~~LLC,~~ the ~~Company’s~~aggregate ~~transfer~~number ~~agent,~~of ~~regarding~~shares ~~their~~of ~~stock~~Common ~~ownership following the Reverse~~ Stock ~~Split and, if applicable,~~ ~~payments~~available offor ~~cash~~awards inunder ~~lieu~~the ofCompany’s ~~fractional~~2014 ~~shares.~~Director ~~Stockholders~~Equity ~~who~~Plan ~~hold~~and ~~their~~2016 ~~shares~~Equity inIncentive ~~brokerage~~Plan ~~accounts~~and orthe interms ~~“street~~of ~~name”~~outstanding awards ~~are~~were ~~not~~ratably ~~required~~adjusted to ~~take~~reflect ~~any action in connection with~~ the Reverse Stock Split.

~~Risk~~Charter ~~Factors~~Amendments

~~The~~In ~~Company~~connection iswith ~~including~~and ~~the~~to ~~below~~implement ~~risk~~the ~~factor~~Reverse ~~for~~Stock ~~the~~Split, ~~purpose~~on ~~of supplementing~~December ~~and~~30, ~~updating~~2025, the ~~disclosure~~Company ~~contained~~filed intwo ~~its~~Articles ~~Annual~~of ~~Report~~Amendment onto ~~Form~~its ~~10-K~~charter ~~for~~with the ~~fiscal~~State ~~year~~Department ~~ended~~of ~~December~~Assessments ~~31,~~and ~~2024,~~Taxation ~~filed~~of ~~with the Securities~~Maryland ~~and~~that ~~Exchange~~provided ~~Commission on February 18, 2025.~~for:

~~The~~(i) ~~reverse~~a ~~stock~~1-for-6 ~~split~~Reverse ~~may~~Stock ~~decrease~~Split of the ~~liquidity~~Common ofStock, ~~the~~effective ~~shares~~ at 5:00 p.m. Eastern Time on December 30, 2025, payment of ~~our~~fractional ~~common~~shares ~~stock~~in cash, and ~~could~~a ~~lead~~corresponding toand anecessary ~~decrease~~increase in ~~our~~the ~~overall~~par ~~market~~value ~~capitalization~~per share of Common Stock to $0.06 (the “First Amendment”); and

~~The~~(ii) ~~liquidity of~~ the ~~shares~~return of ~~our~~the ~~common~~par ~~stock~~value ~~may~~per beshare ~~affected~~of ~~adversely by~~the aCommon ~~reverse~~Stock ~~stock split proposed~~ to be$0.01 ~~effected~~per byshare, ~~the~~effective ~~Company~~immediately ~~given~~following the ~~reduced~~effectiveness ~~number~~ of ~~shares of our common stock that will be outstanding following such reverse stock split, especially if~~ the ~~market~~First ~~price~~Amendment ~~of our common stock does not increase as a result of~~ (the ~~reverse~~“Second ~~stock split~~Amendment”).

~~The~~Trading ~~proposed reverse stock split, if effected, should have the effect~~ of ~~increasing~~ the ~~per~~Common ~~share~~Stock ~~trading~~on ~~price of our common stock but there is no assurance that~~ the ~~trading~~New ~~price~~York ofStock ~~our~~Exchange ~~common stock after the reverse stock split will rise~~ (~~or remain constant) in proportion to~~ the ~~reduction in the number of shares of common stock outstanding~~“NYSE”) ~~before the reverse stock split. The history of stock splits for other companies~~ is ~~varied,~~expected ~~particularly~~to ~~because~~commence ~~some~~on ~~investors may view~~ a ~~stock~~Reverse ~~split~~Stock ~~negatively.~~Split-adjusted Webasis ~~cannot~~on ~~predict~~December ~~the~~31, ~~impact~~2025 ofunder the ~~reverse~~existing ~~stock split on the~~ trading ~~price~~symbol ~~of our common stock~~“RPT.” The ~~Our~~new ~~total market~~CUSIP ~~capitalization~~number ~~after~~for the ~~reverse~~Common ~~stock~~Stock ~~split,~~following ifthe ~~completed,~~Reverse ~~may~~Stock beSplit ~~lower~~is ~~than~~38983D ~~our total market capitalization before the reverse stock split~~854.

~~CAUTIONARY~~Pursuant ~~NOTE~~to ~~REGARDING~~the ~~FORWARD-LOOKING~~First ~~STATEMENTS~~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.

~~This~~The ~~Current~~foregoing ~~Report~~descriptions ~~on Form 8-K contains certain information which constitutes “forward-looking statements” within the meaning~~ of the ~~Private~~First ~~Securities~~Amendment ~~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. Except for historical information,~~ the ~~statements~~Second ~~set~~Amendment ~~forth~~do ~~herein including, but~~ not ~~limited~~purport to, ~~any~~be ~~statements~~complete ~~regarding~~and ~~the Reverse Stock Split~~ are ~~forward-looking~~qualified ~~statements. These forward-looking~~in ~~statements~~their ~~represent~~entirety ~~management’s~~by ~~current~~reference ~~expectations regarding future events and are subject~~ to ~~the~~each ~~inherent uncertainties in predicting future results and conditions~~amendment, ~~many~~copies of which are ~~beyond~~filed ~~our~~as ~~control. Accordingly, you should not place undue reliance on~~Exhibit ~~any forward-looking statements contained herein~~3.1 ~~For a discussion of some of the risks~~ and ~~important~~Exhibit ~~factors that could affect such forward-looking statements see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”~~3.2, ~~“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~~respectively, ~~including the Company’s recent proxy statements, filed with the Securities and Exchange Commission. The Company expressly disclaims any obligation~~ to ~~publicly~~this ~~update~~Current orReport ~~revise~~on ~~any~~Form ~~forward~~8-~~looking~~K ~~statements,~~and ~~whether as~~are aincorporated ~~result~~herein ~~of new information, future events or otherwise, except as may be required~~ by ~~law~~reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit		Description
99.1		Press Release dated December 19, 2025
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 1930, 2025

Filing Compare · Rithm Property Trust Inc.