Rithm Property Trust Inc美股招股说明书(2025-02-28版)

9.875% SeriesC Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 per share) We are offering 2,000,000 shares of our 9.875% SeriesC Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,par value $0.01 per share (the “SeriesC Preferred Stock”). We will pay cumulative cash dividends on the SeriesC Preferred Stock (i) from the date of original issuance to, butexcluding, May15, 2030 at a fixed rate of 9.875% per annum of the $25.00 liquidation preference per share (equivalent to anannual rate of $2.46875 per share), and (ii) thereafter, at a floating rate per annum equal to the Benchmark rate (which isexpected to be Three-Month Term SOFR) (as described in this prospectus supplement) plus a spread of 5.56% per annum of the$25.00 liquidation preference per share. Dividends on the SeriesC Preferred Stock will be payable quarterly in arrears on or about the 15th day of February, May,August and November of each year. The SeriesC Preferred Stock will rank senior to our common stock with respect todistribution rights and rights upon our liquidation, dissolution or winding up. Generally, we may not redeem the SeriesC Preferred Stock prior to May15, 2030, except in limited circumstances topreserve our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and pursuant to the specialoptional redemption provision described below. On or after May15, 2030, we may, at our option, redeem the SeriesC PreferredStock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accruedand unpaid dividends on such SeriesC Preferred Stock up to, but excluding, the date of redemption. In addition, upon theoccurrence of a Change of Control (as defined herein), as a result of which neither our common stock, par value $0.01 per share(“common stock”), nor the common securities of the acquiring or surviving entity are listed on the New York Stock Exchange(“NYSE”) or the Nasdaq Stock Market (“Nasdaq”) or listed or quoted on a successor exchange or quotation system, we may, atour option, redeem the SeriesC Preferred Stock, in whole or in part within 120days after the first date on which such Change ofControl occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date ofredemption. If we exercise any of our redemption rights relating to the Series C Preferred Stock, the holders of Series CPreferred Stock will not have the conversion right described below. The shares of our SeriesC Preferred Stock have no statedmaturity and are not subject to mandatory redemption or any sinking fund. Holders of shares of the SeriesC Preferred Stock willgenerally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods(whether or not consecutive) and in certain other circumstances. Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right (unless, prior tothe Change of Control Conversion Date (as defined herein), we have provided or provide notice of our election to redeem theSeries C Preferred Stock) to convert some or all of the Series C Preferred Stock held by such holder into a number of shares ofour common stock per share of Series C Preferred Stock to be converted equal to the lesser of: •the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accruedand unpaid dividends up to, but excluding, the Change of Control Conversion Date (unless the Change of ControlConversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the correspondingSeries C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaiddividends will be included in this sum) by (ii) the Common Stock Price (as defined herein); and 15.72327 (the “Share Cap”), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement. We elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing withour taxable year ended December31, 2014. There are restrictions on ownership of the Series C Preferred Stock intended topreserve our qualification as a REIT. See “Description of the SeriesC Preferred Stock — Restrictions on Ownership andTransfer” in this prospectus supplement and “Restrictions on Ownership and Transfer” in the accompanying prospectus. Prior to this offering, there has been no market for the SeriesC Preferred Stock. We intend to apply to list the SeriesCPreferred Stock on NYSE under the symbol “RPTP.” If the application is approved, we expect trading of the SeriesC PreferredStock on NYSE to begin within 30days after the SeriesC Preferred Stock is first issued. Our common stock is traded on NYSEunder the symbol “RPT.”