Rithm Property Trust Inc 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromto 001-36844(Commission file number) RITHM PROPERTY TRUST INC.(Exact name of registrant as specified in its charter) Maryland46-5211870State or other jurisdictionof incorporation or organization(I.R.S. EmployerIdentification No.)799 BroadwayNew York, NY 10003(Address of principal executive offices and Zip Code)646-868-5483Registrant’s telephone number, including area code Title of each classTrading Symbol(s)Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☐ No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerginggrowth company" in Rule 12b-2 of the Exchange Act. (check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ The aggregate market value of the shares of common stock held by non-affiliates of the registrant as of June 30, 2024 (the lastbusiness day of the registrant’s most recently completed second fiscal quarter) was approximately $135.5 million based on the priceper share of $3.57, the closing price on June 30, 2024. As of February 12, 2025, 47,489,988 shares of the registrant’s common stock, par value $0.01 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCEThe information required by Part III (Items 10, 11, 12, 13 and 14) will be incorporated by reference from the registrant’sDefinitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commissionpursuant to Regulation 14A. TABLE OF CONTENTS PART I Cautionary Statement Regarding Forward-Looking Statements1Summary Risk Factors1Item 1.Business3Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item 2.Properties42Item 3.Legal Proceedings42 In this Annual Report on Form 10-K (“Annual Report”), unless the context indicates otherwise, referencesto “Rithm Property Trust,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets andliabilities of the business and operations of Rithm Property Trust Inc. (formerly Great Ajax Corp.);references to “Rithm” refer to Rithm Capital Corp., together with its subsidiaries. References to “OperatingPartnership” refers to Great Ajax Operating Partnership L.P., a Delaware limited partnership; “RCM GA”or the “New Manager” refers to RCM GA Manager LLC, an affiliate of Rithm; “Former Manager” refers toThetis Asset Management LLC, a Delaware limited liability company; “Aspen Capital” refers to the AspenCapital group of companies; “Aspen” a