Rithm Property Trust Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto 001-36844(Commission file number) RITHM PROPERTY TRUST INC.(Exact name of registrant as specified in its charter) 46-5211870(I.R.S. EmployerIdentification No.) 799 BroadwayNew York,NY10003(Address of principal executive offices and Zip Code)646-868-5483Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: 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.Yes☐No☒ 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 the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such 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 submitted pursuant to Rule 405 of Regulation S-T(§ 232.405) during the preceding 12 months (or for such shorter period that the registrant was 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 a smaller reporting company. See definition of“large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth 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 transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the 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 of the registrant included in the filingreflect 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 of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ The aggregate market value of the shares of common stock held by non-affiliates of the registrant as of June 30, 2024 (the last business day of the registrant’s mostrecently completed second fiscal quarter) was approximately $135.5million based on the price per share of $3.57, the closing price on June 30, 2024. TABLE OF CONTENTS PART ICautionary Statement Regarding Forward-Looking Statements1Summary Risk Factors1Item 1.Business3Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures42 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures about Market Risk63Item 8.Consolidated Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure65Item 9A.Controls and Procedures65Item 9B.Other Information66Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections66 PART III Item 10.Directors, Executive Officers and Corporate Governance66Item 11.Executive Compensation66Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66Item 13.Certain Relationships and Related Transactions, and Director Independence66Item 14.Principal Accountant Fees and Services66 Item 15.Exhibits and Consolidated Financial Statement Schedules67Item 16.Form 10-K Summary68 In this Annual Report on Form 10-K (“Annual Report”), 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 TrustInc. (former