RPT 10-K & 10-Q changes, risk factors and insider trading

Investing in our Common Stocksecurities involves a high degree of risk. You should carefully read and consider thosethe risksfollowing described,risk factors, together with the information included under the caption “Cautionary Statement Regarding Forward-Looking Statements” and the other information included in this Annual Report. Our business, financial conditioncondition, cash flows and/or results of operations could be adversely affected by any of these risks. The risk factors below are categorizedrisks, as follows:well (i)as Risksadditional Relatedrisks and uncertainties not currently known to Ourus Business,or (ii)that Riskswe Relatedcurrently todeem Leverage and Hedging, (iii) Risks Related to Regulatory and Legislative Actions, (iv) Risks Related to Our Management and Our Relationship with Our New Manager and the Servicer, (v) Risks Related to Our Organizational Structure, and (vi) Risks Related to Our Common Stock.immaterial.

We depend on a manager to run our business.business, Ifand if the New Manager is unable to conduct our investment activities properly, there could be a material adverse effect on our business.

All of our investment activities are conducted by the New Manager. The New Manager has great latitude in determining the types of assets that are appropriate investments for us, as well as the individual investment decisions. Thus, our success will depend on our relationship with, and the performance ofof, the New Manager. Should the New Manager fail to allocate sufficient resources or select appropriate investments, we may be unable to achieve our objectives. Further, if the New Manager or Rithm are unable to retain its key personnel, it may be difficult for the New Manager to manage our business. ChangingAny our manager fromof the Former Manager to the New Managerforegoing could have a material adverse effect on our business, financial condition andcondition, results of operations.operations and/or cash flows.

For the year ended December 31, 2024,2025, we incurred a net loss attributable to common stockholders of $92.2$2.7 million. In addition, the market value of our RPLs, NPLs and SBCsmall Loansbalance commercial loans have significantly deteriorateddeteriorated, and we have incurred substantial operating losses on loans we have sold or intend to sell. We expect to continue to incur operating losses for the foreseeable future given the current market conditions for our mortgage asset holdings.

In addition, mortgage-relatedMortgage-related assets generally experience periods of illiquidity, includingas well as periods of delinquencies and defaults with respect to residential and commercial mortgage loans. Further, validating third-party pricing for illiquid assets may be more subjective than for liquid assets. Any illiquidity of our assets may make it difficult for us to sell such assets if the need or desire arises. For example, during periods of market volatility or reduced demand, we have in the past and may continue to seek to sell mortgage loans or other investments that are carried at fair value, including in connection with portfolio repositioning, risk management or financing considerations. In such circumstances, the prices available in the market may be materially lower than the values at which such assets are carried, and we could realize losses upon any such sale. In addition, any delay in, or inability to consummate, any such sale on attractive terms or at all could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders and/or our stock price. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we previously recorded our assets. We may also face other restrictions on our ability to liquidate any assets for which we have or could be attributed with material non-public information. If we are unable to sell our assets at favorable prices or at all, it could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders. Assets that are illiquid are more difficult to finance, and to the extent that we use leverage to finance assets that become illiquid, we may lose that leverage or have it reduced. Assets tend to become less liquid during times of financial stress, which is often the time that liquidity is most needed. As a result, our ability to sell assets or vary our portfolio in response to changes in economic and other conditions may be limited by liquidity constraints, which could adversely affect our results of operations and financial condition.

Commercial real estate-relatedCRE-related investments that are secured by commercial real property are subject to delinquency, foreclosure and loss, which could result in losses.losses and could materially adversely affect our business, financial condition, results of operations and/or cash flows.

Following the consummation of the Strategic Transaction, underUnder RCM GA’s management, we have started to shiftshifted our strategic direction to includefocus investingon inthe origination and acquisition of CRE-related assets, including senior and subordinated commercial mortgages, subordinatedmezzanine debt,loans, preferred equity, commercial properties, commercial mortgage servicing rights, CMBS and other investments in commercialCRE. real estate. Commercial real estateCRE debt instruments (e.g., mortgages and mezzanine loans) that are secured by commercial property are subject to risks of delinquency and foreclosure and risks of loss that are arguably greater than similar risks associated with a pool of loans secured by single-family residential properties. The ability of a borrower to repay a loan secured by an income-producing property is typically primarily dependent upon the successful operation of the property, rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired.

Following the consummation of the Strategic Transaction, underUnder RCM GA’s management, we invest in commercial mortgage loans, including mezzanine loans and B-notes, which are secured by commercial or other properties and are subject to risks of delinquency and foreclosure and risks of loss. Commercial real estateCRE loans are not fully amortizing, meaning that they may have a significant principal balance or balloon payment due on maturity. Full satisfaction of the balloon payment by a commercial borrower is heavily dependent on the availability of subsequent financing or a functioning sales market, as well as other factors such as the value of the property, the level of prevailing mortgage rates, the borrower’s equity in the property and the financial condition and operating history of the property and the borrower. In certaina situations, and during periodsperiod of rising interest rates or tightening credit distress,markets, it may be more difficult for borrowers to obtain long-term financing, which increases the unavailabilityrisk of real estate financing may lead to default by a commercial borrower.non-payment. In addition, in the absence of any such takeout financing, the ability of a borrower to repay a loan secured by an income-producing property will depend upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Furthermore, we may not have the same access to information in connection with investments in commercial mortgage loans, either when investigating a potential investment or after making an investment, as compared to publicly traded securities.

Commercial mortgage loans are usually non-recourse in nature. Therefore, if a commercial borrower defaults on the commercial mortgage loan, then the options for financial recovery are limited in nature. To the extent the underlying default rates with respect to the pool or tranche of commercial real estateCRE loans in which we directly or indirectly invest increase, the performance of our investments related thereto may be adversely affected. Default rates and losses on commercial mortgage loans will be affected by a number of factors, including global, regional and local economic conditions in the area where the mortgage properties are located, the borrower’s equity in the mortgage property and the financial circumstances of the borrower. A continued decline in specific commercial real estateCRE markets and property valuations may result in higher delinquencies and defaults and potentially foreclosures. In the event of default, the lender will have no right to assets beyond collateral attached to the commercial mortgage loan. The overall level of commercial mortgage loan defaults remains significant and market values of the underlying commercial real estateCRE remain distressed in many cases. It has also become increasingly difficult for lenders to dispose of foreclosed commercial real estateCRE without incurring substantial investment losses, ultimately leading to a decline in the value of such investments.

Investments in commercial real estateCRE companies are subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses.

FollowingWe made the consummationPGRE ofInvestment in December 2025 and expect to continue to make investments in CRE companies in the Strategicfuture. Transaction, weWe may invest a portion of our assets in preferred and/or debt securities of commercial real estateCRE operating or finance companies. These investments involve special risks relating to the particular company, including our financial condition, liquidity, results of operations, business and prospects.if Inwe particular,invest in debt securities, such debt securities are often non-collateralized and may also be subordinated to oursuch company’s other obligations. These investments also subject us to the risks inherent with real estate-related investments, including:

• risks of delinquency and foreclosure, and risks of loss in the event thereof;

• risks generally incidentrelated to interestsincreases in realproperty propertytaxes; and

• risks specific to the type and use of a particular property.

These risks may adversely affect the value of our investments in commercial real estateCRE operating and finance companies and the ability of the issuers thereof to make principal and interest payments in a timely manner, or at all, and could result in significant losses.

ThereThe arePGRE certainInvestment exposes us to additional risks associatedrelated withto the servicers of commercialoffice real estate loans.industry.

The exercise of remedies and successful realization of liquidation proceeds relating to commercial real estateCRE loans may be highly dependent on the performance of the servicer or special servicer. The servicer may not be appropriately staffed or compensated to immediately address issues or concerns with the underlying loans. Such servicers may exit the business and need to be replaced, which could have a negative impact on the portfolio due to lack of focus during a transition. Special servicers frequently are affiliated with investors who have purchased the most subordinate bond classes, and certain servicing actions, such as a loan extension instead of forcing a borrower pay off, may benefit the subordinate bond classes more so than the senior bonds. There may be a limited number of special servicers available, particularly those which do not have conflicts of interest. In addition, to the extent any such servicers fail to effectively perform their obligations pursuant to the applicable servicing agreements, such failure may adversely affect our investments.

Difficult conditions in the mortgage, CRE and residential real estate and commercial real estate marketsmarkets, as well as general market concerns, have adversely affected the value of the assets in which we invest and these conditions continue to persist for the foreseeable future.

Our business has historically been, and may in the future be, materially affected by conditions in the residential mortgage market, the residentialand real estate market,markets, the commercial mortgage and real estate market,markets, including the smaller commercial real estateCRE market, the financial markets and the economy in general. Concerns about inflation, energy costs, geopolitical issues, the stability of the global banking system, unemployment levels and the availability and cost of credit have contributed to volatility in the economy and markets. In particular, the residential mortgage market in the U.S. has in the past experienced a variety of difficulties and changed economic conditions, including defaults, credit losses and liquidity concerns and this may occur in the future. The smaller commercial real estateCRE mortgage market also may face increased defaults, losses,losses or liquidity concerns due to economic conditions.

Certain commercial banks, investment banks and insurance companies continue to announce losses from exposure to the residential mortgage market. These factors have affected investor perception of the risk associated with mortgage-backedMBS securities, other real estate-related securities and various other asset classes in which we may invest. As a result, values of certain of our assets and the asset classes in which we intend to invest have experienced volatility. Further deterioration of the mortgage market and investor perception of the risks associated with MBS we may retain as part of our securitizations, as well as other assets that we acquire could adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

We previously acquired residential mortgage loans where the borrower has failed to make timely payments of principal and/or interest currently or in the past. Under current market conditions, many of these loans may have current loan-to-value ratios in excess of 100%, meaning the amount owed on the loan exceeds the value of the underlying real estate. Although we purchased loans at significant discounts to unpaid principal balance (“UPB”) and underlying property value, if actual results are different from our assumptions in determining the prices for such loans, particularly if the market value of the underlying property decreases significantly, we have previously and may continue to incur significant losses.

AWe own higher risk loans, which are more expensive to service than conventional mortgage loans, and a change in delinquencies for the loans we own could adversely affect our business, financial condition and/or results of operations.

AAdditionally, percentage of the mortgage loans we own are higher risk loans, which tend to have higher delinquency and default rates than government sponsored entity (“GSEs”) and government agency-insured mortgage loans. Thesethese higher risk loans, combined with decreases in property values, have caused increases in loan-to-value ratios, resulting in borrowers having little or negative equity in their property, which may provide an incentive to borrowers to strategically default on their loans. Recent laws delay the initiation or completion of foreclosure proceedings on specified types of residential mortgage loans or otherwise limit the ability of mortgage servicers to take actions that may be essential to preserve the value of the mortgage loans. Any such limitations are likely to cause delayed or reduced collections from mortgagors.

We historically created and retained residential and commercial MBS that are backed by residential and commercial mortgage loans that do not conform to the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac” and, together with Fannie Mae, “GSEs” and each, a “GSE”) underwriting guidelines. Consequently, the principal and interest on those MBS are not guaranteed by GSEs such as Fannie Mae and Freddie Mac,GSEs, or securitized through Government National Mortgage Association (“Ginnie Mae”). Our MBS are and will be subject to many of the risks of the respective underlying mortgage loans. Mortgage loans are typically secured by a single-family residential or commercial property and are subject to risks of delinquency and foreclosure and risks of loss. The ability of a borrower to repay a loan secured by a property depends upon the income or assets of the borrower. A number of factors, including the impact of a prolonged economic downturn, unemployment, acts of God, climate disasters, such as wildfire and flooding events, terrorism, social unrest and civil disturbances, may impair borrowers’ abilities to repay their mortgage loans. In periods following home price declines, “strategic defaults” (decisions by borrowers to default on their mortgage loans despite having the ability to pay) also may become more prevalent.

TheOur commercial real estateCRE loans we expect to acquire will be subject to the ability of the commercial property owner to generate net income from operating the property as well as the increased risks of delinquency and foreclosure.

The ability of a commercial mortgage borrower to repay a commercial real estateCRE loan secured by an income-producing property, such as a multi-family residential and commercial mixed use retail/residential property,property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the commercial real estateCRE may be impaired. Net operating income of an income producing property can be affected by, among other things, tenant mix, success of tenant businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expense, limit rents that may be charged, or that restrict eviction and replacement of nonpaying tenants, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions or specific industry segments, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, changes in governmental rules, regulations and fiscal policies, including environmental legislation, acts of God, terrorism, social unrest and civil disturbances. In particular, the number of commercial property delinquencies and foreclosures has increased. In the event of the bankruptcy of a commercial mortgage loan borrower, the commercial real estateCRE loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the SBCsuch loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a commercial real estateCRE loan can be an expensive and lengthy process, which could have a substantial negative effect on our anticipated return on the foreclosed commercial real estateCRE loan.

Our commercial real estateCRE loans in respect of smaller multi-family residential properties or smaller mixed use retail/residential properties may be subject to defaults, foreclosure timeline extension, fraud, commercial price depreciation and unfavorable modification of loan principal amount, interest rate and amortization of principal.

Our commercial real estateCRE loans secured by multi-familymulti-family, mixed-use or commercial property may be subject to risks of delinquency and foreclosure, and risk of loss that may be greater than similar risks associated with loans made on the security of single-family residential property. The ability of a borrower to repay a loan secured by an income-producing property typically depends primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by, among other things:

Changes in the underwriting standards by Freddie Mac, Fannie Mae or the Federal Housing Administration (the “FHA”) could make it more difficult to refinance our purchased mortgage loans.

Stricter underwriting standards by Freddie Mac, Fannie Mae or the FHA could affect our ability to refinance mortgage loans and the terms on which mortgage loans may be refinanced, which may adversely affect our business and results of operations. For example, in 2010, Freddie Mac and Fannie Mae announced tighter underwriting guidelines, particularly for adjustable rate mortgages,mortgages (“ARMs”), and hybrid interest-only ARMs (“Hybrid ARMs”). Specifically, Freddie Mac announced that it would no longer purchase interest-only mortgages and Fannie Mae changed its eligibility criteria for purchasing and securitizing ARMs to protect consumers from potentially dramatic payment increases. If Freddie Mac, Fannie Mae,Mae or the FHA were to adopt other restrictive underwriting standards, that could affect our ability to refinance loans and the terms of those loans.

We historically acquired mortgage loans and other mortgage-related assets which may be subject to defaults (including re-default for RPLs), foreclosure moratoria or timeline extensions, fraud, residential price depreciation and unfavorable modification of loan principal amount, interest rate and amortization of principal, or government-mandated payment forbearances, among other factors, which could result in losses to us. Residential mortgage loans are secured by single-family residential property and,and are subject to risks of delinquency and foreclosure and risks of loss. The payment of the principal and interest on the mortgage loans we acquire would not typically be guaranteed by any GSE, such as Fannie Mae and Freddie Mac,GSE or securitized through Ginnie Mae or any other governmental agency. Additionally, by directly acquiring whole mortgage loans, we do not receive the structural credit enhancements that can benefit senior tranches of MBS. A whole mortgage loan is directly exposed to losses resulting from nonpayment or other default. Therefore, the value of the underlying property, the creditworthiness and financial position of the borrower and the priority and enforceability of the lien will significantly affect the value of such mortgage. The ability of a borrower to repay a loan secured by a residential property typically depends upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of nature, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay a mortgage loan. Foreclosure of a mortgage loan can be an expensive and lengthy process, which could have a substantial negative effect on our anticipated return on a foreclosed mortgage loan. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover our cost basis in the loan, and any costs or delays involved in the foreclosure or liquidation process may increase losses.

In this Annual Report,Report on Form 10-K, unless the context indicates otherwise, references to “Rithm Property Trust,” “we,” “the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Rithm Property Trust Inc. and its subsidiaries (formerly Great Ajax Corp.); references to “Rithm” refer to Rithm Capital Corp.Corp., a Delaware corporation and the parent entity of RCM GA, and its subsidiaries; references to “Operating Partnership” refersrefer to Great Ajax Operating Partnership L.P., a Delaware limited partnership; references to our “Former Manager” refer to Thetis Asset Management LLC, a Delaware limited liability company; references to “RCM GA” or our “New Manager” refer to RCM GA Manager LLC; references to our “Servicer” or “Newrez” refer to Newrez LLC, a Delaware limited liability company and an affiliate of RCM GA; references to “Rithm” refer to Rithm Capital Corp., a Delaware corporation and the parent entity of RCM GA; and references to “Gregory” or our “Former Servicer” refer to Gregory Funding LLC, an Oregon limited liability company.

The Company conducts substantially all of its business through our Operating Partnership and its subsidiaries. The Company, through a wholly-owned subsidiary, Great Ajax Operating LLC, is the sole general partner of the Operating Partnership. GA-TRSThe isCompany ahas certain wholly-owned subsidiarysubsidiaries ofthat it has elected to treat as TRSs under the OperatingInternal PartnershipRevenue thatCode. ownsThese entities own an equity interest in the Former Manager andManager, previously owned an equity interest in the Former Servicer.Servicer GAJXand iswere a wholly-owned subsidiary of the Operating Partnershipalso formed to own, maintain, improve and sell REO properties acquired by the Company. The Company elected to treat GA-TRS and GAJX as TRSs under the Internal Revenue Code. Great Ajax Funding LLC is a wholly-owned subsidiary of the Operating Partnership formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts and any additional trusts the Company may form for additional secured borrowings.bonds payable. AJX Mortgage Trust I andis AJX Mortgage Trust II area wholly-owned subsidiariessubsidiary of the Operating Partnership formed to hold mortgage loans used as collateral for financings under the Company’s repurchase agreements. In addition, the Company, through its Operating Partnership, holds REO properties acquired upon the foreclosure or other settlement of its owned NPLs.

Our Operating Partnership, through interests in certain entities as of December 31, 2024,2025, owns 99.9%99.7% of Rithm Property Trust II REIT Inc. (formerly known as Great Ajax II REIT Inc.,Inc.), which owns Great Ajax II Depositor LLC, which then acts as the depositor of mortgage loans into securitization trusts and holds subordinated securities issued by such trusts. Similarly, as of December 31, 2024, theThe Operating Partnership wholly-ownedwholly-owns Great Ajax III Depositor LLC, which was formed to act as the depositor for a single joint venture with our partners. We have securitized mortgage loans through these securitization trusts and retained subordinated securities from the secured borrowings.bonds payable. These trusts are considered to be variable interest entities (“VIEs”), and we have determined that we are the primary beneficiary of the VIEs.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Our qualification as a REIT depends upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the.the Internal Revenue Code, and that our current intended manner of operation enables us to meet the requirements for taxation as a REIT for U.S. federal income tax purposes.

The following table outlines the carrying value of our portfolio of mortgage loan assets, investments in securitiessecurities, other investments and REO as of December 31, 20242025 and 2023 ($ in millions)2024:

Although inflation slowed during 2024,2025, progress towardstoward lower inflation stalled in the second half of the year.year as measured by the Federal Reserve’s preferred measure of core PCE. The 12-month increase in the overall Consumer Price Index (“CPI”) was 2.7% in December 2025 versus 3.0% in September 2025 and 2.9% in December 2024, versus 2.4% in September 2024 and 3.4% in December 2023, while core CPI price inflation (i.e., excluding food and energy prices) for December 2024,2025 stood at 3.2%, only slightly2.6%, lower than the 3.3%3.0% core CPI inflation rate reported for September 2024,2025, butand down from 3.9%3.2% for December 2023.2024. The Federal Reserve’s preferred measure of core PCE prices stood at 2.8% in November 2025, down only slightly from 2.9% in September 2025 and 3.0% in December 2024.

The economic conditions discussed above influence our investment strategy and results. The Federal Open Market Committee (“FOMC”) lowered the federal funds rate target range by 25 basis points on December 18,10, 2024,2025 butand projected fewertwo 2025further rate cuts comparedfor to2026, which was unchanged from its projections made in September 2024. Additionally, Federal Reserve Chairman Jerome Powell signaled that the recalibration phase of lowering themonetary policy rate is over and the FOMC has entered a phase where further reductionsnow in the policyneutral raterange willand requirethat furtherrates progressare likely to be on hold for several months unless there is a change in loweringlabor inflationmarket toward the 2% target.fundamentals. The 30-year fixed mortgage rate rosefell to 6.85%6.27% at the end of the fourth quarter from 6.08%6.39% at the end of the third quarter of 2024,2025 upand from 6.6%6.85% at the end of 2023.2024.

Acquisitions — In light of certain financial challenges, including the significant losses we have previously incurred toand date andpotentially limited sources of financing, we do not expect toour be ableability to acquire significant new commercial mortgage assetsassets, including equity investments, in the near future.future to be limited.

Financing — We previously securitized our whole loan portfolios, primarily as a financing tool, when economically efficient to create long-term, fixed rate, non-recourse financing with moderate leverage, while retaining one or more tranches of the subordinate MBS so created. The secured borrowingsbonds payable are structured as debt financings and not sales through a real estate mortgage investment conduit (“REMIC”).conduit. We completed the securitization transactions pursuant to Rule 144A under the Securities Act,Act of 1933, as amended, in which we issued notes primarily secured by seasoned, performing and non-performing mortgage loansNPLs primarily secured by first liens on one-to-four family residential properties. Currently there is substantial uncertainty in the securitization markets which has limited our access to financing.

Expenses — Our expenses primarily consist of the fees and expenses payable by us under the Management Agreement and the servicing agreements transferred by our Former Servicer to Newrez pursuant to a Servicing Agreements.Transfer Agreement (the “Servicing Agreements”). Additionally, our Former Manager incurredincurred, and our New Manager incursincurs, direct, out-of-pocket costs and expenses related to managing our business, which are contractually reimbursable by us. Additionally, pursuant to the Management Agreement, we also pay all of the New Manager’s costs and expenses and reimburse the New Manager (to the extent incurred by the New Manager) on a monthly basis for the costs and expenses of providing services under the Management Agreement, including reimbursing the New Manager or its affiliates, as applicable, for our allocable share of the compensation (whether paid in cash, stock or other forms), including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) the NewManager Manager’s personnel serving as our chief financial officer based on the percentage of his or her time spent managing the Company’s affairs and (ii) otherfor corporate finance, tax, accounting, middle office, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the New Manager and its affiliates who spend all or a portion of their time managing our affairs. Loan transaction expense is the cost of performing due diligence on pools of mortgage loans. Professional fees are primarily for legal, accounting and tax services. Real estate operating expense consists of the ownership and operating costs of our REO properties,properties and includes any charges for impairments to the carrying value of these assets, which may be significant. Interest expense, which is subtracted from our Interest income to arrive at Net interest income, consists of the costs to borrow money.

Changes in Market Interest Rates — The FOMC recently cut the federal funds rate by 50 basis points which has had a favorable impact on the cost of funds of our repurchase lines of credit. Increases in interest rates, in general, may over time cause: (1) the value of our mortgage loan and MBS portfolio to further decline; (2) coupons on our ARMARMs and Hybrid ARM mortgage loans and MBS to reset, although on a delayed basis, to higher interest rates; (3) impact adversely our ability to securitize, re-securitize or sell our assets on attractive terms; (4) reduce the ability or desire of borrowers to refinance their loans; (5) mortgage related assets may become more illiquid during periods of interest rate volatility; (6) difficulties refinancing our securitizations and increases in the costs of our repurchase facility financings; (7) increase our financing costs as we seek to renew or replace borrowing facilities; and (8) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to increase. Conversely, decreases in interest rates, in general, may over time cause: (1) prepayments on our mortgage loan and MBS portfolio to increase, thereby accelerating the accretion of our purchase discounts; (2) the value of our mortgage loan and MBS portfolio to increase; (3) coupons on our ARM and Hybrid ARM mortgage loans and MBS to reset, although on a delayed basis, to lower interest rates; (4) the interest expense associated with our borrowings to decrease; and (5) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to decrease.

TheManagement’s Company’sDiscussion significantand accounting policies are described detail in Note 2 — BasisAnalysis of PresentationFinancial Condition and SignificantResults Accountingof PoliciesOperations tois thebased upon our consolidated financial statementsstatements, includedwhich have been prepared in thisaccordance Annualwith Report.U.S. AsGAAP. disclosed in the Note 2, theThe preparation of financial statements in conformity with generally accepted accounting principlesGAAP requires managementthe touse makeof estimates and assumptions about future events that could affect the amounts reported in the financial statements and accompanying notes. Actual results could significantly differ significantly from those estimates. The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the presentation of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

We adopted ASU 2016-13, Financial Instruments - Credit Losses, otherwise known as credit losses under the current expected credit loss (“CECL”) impairment model using the prospective transition approach for PCDpurchased financial assets with credit deterioration on January 1, 2020. Under CECL, we determine the allowance for credit losses by comparing the contractual cash flows for our residential mortgage loans held-for-investment, investments in securities, held-to-maturity (“HTM”) and investments in beneficial interests by comparing the contractual cash flows to the projected cash flows as determined by management.

In this quarterly report on Form 10-Q, unless the context indicates otherwise, references to “Rithm Property Trust,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Rithm Property Trust Inc. and its subsidiaries; references to “Rithm” refer to Rithm Capital Corp., a Delaware corporation and the parent entity of RCM GA, and its subsidiaries; references to “Operating Partnership” refer to Great Ajax Operating Partnership L.P., a Delaware limited partnership; references to “RCM GA” or our “Manager” refer to RCM GA Manager LLC; and references to our “Servicer” or “Newrez” refer to Newrez LLC, a Delaware limited liability company and an affiliate of RCM GA.GA; references to “Genesis” refer to Genesis Capital LLC, a Delaware limited liability company and an affiliate of RCM GA; and references to our “Servicers” refer to both Newrez and Genesis.

Rithm Property Trust,Trust is an opportunistic CRE investment vehicle externally managed by an affiliate of Rithm. Rithm Property Trust is a Maryland corporation,corporation that is anorganized externallyand managedconducts its operations to qualify as a REIT focusedfor onfederal investmentsincome intax the CRE sector.purposes. The Company is headquartered in New York, New York.

The Company conducts substantially all of its business through our Operating Partnership and its subsidiaries. The Company, through a wholly-owned subsidiary, Great Ajax Operating LLC, is the sole general partner of the Operating Partnership. The Company has elected to treat certain wholly-owned subsidiaries as taxable REIT subsidiaries (“TRSs”) under the United States Internal Revenue Code of 1986, as amended (the “Code”). These entities are used primarily to hold certain investments and to facilitate the Company’s operations, including activities related to real estate owned (“REO”) properties. Great Ajax Funding LLC is a wholly-owned subsidiary of the Operating Partnership formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts. AJX Mortgage Trust I is a wholly-owned subsidiary of the Operating Partnership formed to hold mortgage loans used as collateral for financings under the Company’s repurchase agreements.

Our Operating Partnership, through interests in certain entities, as of MarchJune 30, 2026 and December 31, 2026,2025, held 99.7% of Rithm Property Trust II REIT Inc., which owns Great Ajax II Depositor LLC, formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts. Also,Also as of MarchJune 30, 2026 and December 31, 2026,2025, the Operating Partnership wholly-owned Great Ajax III Depositor LLC, which was formed to act as the depositor for a single securitization transaction.

The Company previously completed a strategic transaction with Rithm (the “Strategic Transaction”) in which (i) the Company entered into a Securities Purchase Agreement with Rithm and pursuant thereto sold shares of its common stock to Rithm, and (ii) the Company entered into a management agreementagreement, dated June 11, 2024 (as amended by that First Amendment, dated October 18, 2024, and that Second Amendment, dated February 12, 2026, and as may be further amended, modified or supplemented from time to time, the “Management Agreement”), with RCM GA, pursuant to which RCM GA serves as the Company’s external manager.

As of March 31, 2026, theThe Company conductedconducts its business through the following reportable segments: (i) Residential and (ii) Commercial. The Company’s Commercial segment is focused on investments in the CRE sector, including originating,origination, acquiringacquisition and managingmanagement of portfolios of CMBS, RTLs, commercial real property, commercial mortgage loans and other CRE investments. The Residential segment is focused on managing the Company’s legacy residential mortgage portfolio, including whole mortgage loans, RMBS and beneficial interests.

The following table outlines the carrying value of our portfolio of mortgage loan assets, investments in securities, CRE equity method investments and REO properties as of MarchJune 31,30, 2026 and December 31, 2025:

During the firstsecond quarter of 2026, macroeconomic conditions reflected a combination of stable underlyingpersistent inflation, modestan improvementeasing in labor marketforce conditions,participation and increasedcontinued volatility in energy prices and interest rates,rates including uncertainty resulting fromamid the ongoing conflict with Iran that began at the end of February 2026.Iran. The Federal Reserve maintained the federal funds target range at 3.50%–3.75% during its JanuaryApril and MarchJune 2026 meetingsmeetings, followingwith the June meeting marking the first under new Federal Reserve Chair Kevin Warsh, whose accompanying Summary of Economic Projections signaled a more hawkish policy stance and the potential for a rate cutsincrease later in late2026, 2025.a reversal from the cutting-cycle expectations that had prevailed as recently as the first quarter; however, in its July meeting, the Federal Reserve continued to maintain the current target range.

Headline inflation increased further during the quarter, primarily reflecting higher energy prices, even as West Texas Intermediate crude oil pricesprices, increasedwhich 76.6%had duringbeen theup quarteras much as 101% following the outbreak of the conflict with Iran, whileeased to a gain of approximately 70% by the end of the second quarter as ceasefire efforts progressed, though that truce showed signs of strain by quarter-end. Core inflation measures ofwere core inflation remainedroughly stable. The unemployment rate declined modestly from 4.4% in December 2025 to 4.3% in March 2026 to 4.2% in June 2026, indicatingthough continuedthe stabilizationimprovement was driven in part by a decline in labor marketforce conditions.participation.

Market interest rates increased further during the quarter, with the 10-year Treasury yield rising 1514 basis points to 4.32%,4.44%, while market expectations forshifted to reflect the possibility of a rate cutsincrease later in 2026 declined significantly.2026. Equity markets experienced volatilityrallied during the quarter, with the S&P 500 declininggaining 4.6%14.9% before partiallyand recovering from the prior quarter's decline, driven substantially by strength in Apriltechnology 2026.and artificial intelligence (“AI”) sectors.

Inflation increased further during the firstsecond quarter of 2026, primarily reflecting higher energy prices followingamid the outbreak of theongoing conflict with Iran. Consumer Price Index (“CPI”) inflation rose from 2.7% in December 2025 to 3.3% in March 2026 to 3.5% in June 2026, driven in part by an increase in energy prices from 2.1% in December 2025 to 12.6%12.5% in March 2026 to 15.7% in June 2026 on a year-over-year basis.

Core CPI, which excludes food and energy, remained stableessentially flat at 2.6%,2.6% howeverin June 2026. Core Personal Consumption Expenditures, the Federal Reserve’s preferred measure of underlying inflation, core Personal Consumption Expenditures (“PCE”), increased from 3.0%3.3% in DecemberJune 20252026 compared to 3.2%the inprior-year March 2026.period. Other inflation indicators showed modestfurther increases, with producer price inflation rising to 4.0%5.5% in June 2026 from 4.3% in March 2026 from 3.2% in December 2025,2026, and import prices increasing 2.1%7.1% over the 12 months endedending June 30, 2026, compared to 2.3% over the 12 months ending March 31, 2026 after being flat in December 2025.2026.

Treasury yields increased further during the firstsecond quarter of 2026. The ten-year Treasury yield rose 1514 basis points to 4.32%4.44% from 4.17%4.30% at the end of DecemberMarch 2025.2026. Shorter-term yields increased more significantly, with the two-year Treasury yield rising 3235 basis points to 3.79%.4.14%. As a result, the yield curve flattened,flattened further, with the spread between two-year and ten-year Treasury yields narrowing from 6951 basis points to 5230 basis points over the quarter. This shift reflects reducedthe marketmore expectationshawkish forpolicy interestoutlook ratecommunicated cutsby the Federal Reserve following the change in 2026.its leadership.

Labor market conditions improvedcontinued modestlyto stabilize during the firstsecond quarter of 2026.2026, though signals were mixed. The unemployment rate declined by 0.1 percentage points from 4.4% in December 2025 to 4.3% in March 2026.2026 to 4.2% in June 2026, aided in part by a decline in labor force participation. Job growth strengthenedaccelerated during the quarter, with nonfarmnon-farm payrolls increasing by an average of 68,000111,000 per month, compared to an average monthly decline of 39,000 during the fourth quarter of 2025. Initial unemployment insurance claims also declined, averaging 212,00073,000 per weekmonth during the first quarter of 2026. However, initial unemployment insurance claims increased, averaging 222,000 per week during the second quarter of 2026, compared to 222,000209,000 per week in the prior quarter.

Housing market activity softenedwas mixed during the second quarter of 2026. Existing home sales rose modestly to an annualized rate of 4.09 million, compared to 4.01 million in the first quarter of 2026, reflectingthough highersales remained rangebound amid still-elevated mortgage rates. ExistingNew home sales declined to an annualized rate of 4.04approximately million,628,000 in the second quarter of 2026, compared to 4.16approximately million659,000 in the fourthfirst quarter of 2025. New home sales data remains limited due to publication delays, with January 2026 representing the most recent available data. Sales were approximately 587,000 at an annual rate, compared to an average of approximately 709,000 during the fourth quarter of 2025.2026. Home price growth increased modestly, with the median resale price rising 1.4%1.8% year-over-year in MarchJune 2026, compared to 0.4%1.5% in DecemberMarch 2025.2026. Mortgage rates increased further during the quarter, with the 30-year fixed rate rising to 6.56%6.29% from 6.27%.6.07% at the end of March 2026.

Acquisitions — In light of certain financial challenges, including the significant losses we have previously incurred and potentially limited sources of financing, we expect our ability to acquire significant new commercial mortgage assets, including equity investments,investments and RTLs, in the near future to be limited.

Financing — We previously securitized our whole loan portfolios, primarily as a financing tool, when economically efficient to create long-term, fixed rate, non-recourse financing with moderate leverage, while retaining one or more tranches of the subordinate RMBS issued by such securitization vehicle. The securitizationsecuritizations are structured as debt financings and not sales through a real estate mortgage investment conduit. We completed the securitization transactions pursuant to Rule 144A under the Securities Act of 1933, as amended, in which we issued notes primarily secured by seasoned, performing and NPLs primarily secured by first liens on one-to-four family residential properties. Currently there is substantial uncertainty in the securitization markets which has limited our access to financing.

Expenses — Our expenses primarily consist of the fees and expenses payable by us under the Management Agreement and the servicing agreements transferred by our former servicer to Newrezfees pursuant to aour servicing transfer agreement (the servicing transfer agreement togetheragreements with the underlying servicing agreements, the “Servicing Agreements”).Servicers. Additionally our Manager incurs direct, out-of-pocket costs and expenses related to managing our business, which are contractually reimbursable by us. Additionally, pursuant to the Management Agreement, we also pay all of the Manager’s costs and expenses and reimburse the Manager (to the extent incurred by the Manager) on a monthly basis for the costs and expenses of providing services under the Management Agreement, including reimbursing the Manager or its affiliates, as applicable, for our allocable share of the compensation (whether paid in cash, stock or other forms), including annual base salary, bonus, any related withholding taxes and employee benefits, paid to the Manager for corporate finance, tax, accounting, middle office, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing our affairs. Loan transaction expense is the cost of performing due diligence on pools of mortgage loans. Professional fees are primarily for legal, accounting and tax services. Real estate operating expense consists of the ownership and operating costs of our REO properties and includes any charges for impairments to the carrying value of these assets, which may be significant. Interest expense, which is subtracted from our Interest income to arrive at Net interest income, consists of the costs to borrow money.

Changes in Market Interest Rates — Increases in interest rates, in general, may over time cause: (1) the value of our mortgage loan and RMBS portfolio to further decline; (2) coupons on our adjustable rate mortgage (“ARM”) and Hybrid ARM loans and RMBS to reset, although on a delayed basis, to higher interest rates; (3) impact adversely our ability to securitize, re-securitize or sell our assets on attractive terms; (4) reduce the ability or desire of borrowers to refinance their loans; (5) mortgage related assets may become more illiquid during periods of interest rate volatility; (6) difficulties refinancing our securitizations and increases in the costs of our repurchase facility financings; (7) increase our financing costs as we seek to renew or replace borrowing facilities; and (8) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to increase. Conversely, decreases in interest rates, in general, may over time cause: (1) prepayments on our mortgage loan and mortgage-backed securities (“MBS”) portfolio to increase, thereby accelerating the accretion of our purchase discounts; (2) the value of our mortgage loan and MBS portfolio to increase; (3) coupons on our ARM and Hybrid ARM mortgage loans and MBS to reset, although on a delayed basis, to lower interest rates; (4) the interest expense associated with our borrowings to decrease; and (5) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to decrease.

Our critical accounting policies as of MarchJune 31,30, 2026, which represent our accounting policies that are most affected by judgments, estimates and assumptions, included all of the critical accounting policies referred to in our Annual Report.

The mortgagemortgage, CRE and financial sectors operate in a challenging and uncertain economic environment, which can be impacted by a number of factors, including, but not limited to, geopolitical uncertainty. Financial and real estate sectors continue to be affected by, among other things, market volatility, heightened interest rates and inflationary pressures. We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of MarchJune 31,30, 2026; however, uncertainty over the current macroeconomic conditions makes any estimates and assumptions as of MarchJune 31,30, 2026, inherently less certain than they would be absent the current economic environment. Actual results may materially differ from those estimates. Market volatility and inflationary pressures and their impact on the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition, results of operations, liquidity and ability to pay distributions.

Our net income (loss) attributable to common stockholders is primarily generated from net interest income, our operating expenses and other gains and losses, which are primarily related to unrealized and realized gains and losses on our commercial and residential mortgage and debt securities portfolios, including allowance for credit losses on our residential mortgages and beneficial interests, mark-to-market adjustments on RMBS and CMBS carried at fair value, mark-to-market adjustments on RTLs carried at fair value, and income from investments in affiliates.

The following table summarizes the changesvariances in our results of operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025. Our results of operations are not necessarily indicative of our future performance.

Net interest income decreased by $0.2 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, which was primarily driven by a decrease in interest incomeincome, partially offset by a decrease in interest expense.

The average carrying balances of our portfolio and debt for the threesix months ended MarchJune 31,30, 2026 and 2025 are included in the table below:

The decreasesdecrease in the average carrying value of the mortgage loan portfolio and RMBS for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 20252025, werewas primarily due to paydowns,paydowns whileand thesales of loans held-for-sale. The decrease in the average carrying value of CMBS for the threesame monthscomparative ended March 31, 2026, as compared to the three months ended March 31, 2025period was primarily due to sales of securities,CMBS, combined with loan paydowns. The increase in the average carrying value of RTLs over the same comparative period was attributable to the acquisition of a portfolio of multifamily RTLs under the Flow MLPA during the current quarter.

The decrease in the average carrying value of secured bonds payable was primarily attributable to loan paydown associated with collateral runoff. InThe contrast,decrease in the average balance of repurchase financing agreements increasedwas asprimarily due to the sale of CMBS and the payoff of associated borrowings, partially offset by new repurchase financing agreementagreements financingentered was utilizedinto to fund athe portionpurchase of the Company’s CRE investments.RTLs.