Rithm Property Trust Inc美股招股说明书(2026-07-14版)

Common Stock We are offering $300,000,000 of shares of our common stock, $0.01 par value per share, to be sold in this offering.Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RPT.” On July 10, 2026, the lastreported sale price of our common stock was $14.19 per share. We elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with ourtaxable year ended December31, 2014. To assist us in complying with certain U.S. federal income tax requirements applicable toREITs, among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of all classes or series of our capitalstock. See “Restrictions on Ownership and Transfer” in the accompanying prospectus for a description of these restrictions. To the extent that gross proceeds (before expenses) to us in this offering are less than $300,000,000, an affiliate of RithmCapital Corp., a Delaware corporation (together with its subsidiaries, “Rithm”) and an affiliate of our Manager (as defined herein),has indicated an interest in purchasing $200,000,000, which amount may vary based on the final public offering size, in aconcurrent transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), ata per-share price equal to the public offering price in this offering, (i) a number of shares of our common stock such that, after givingeffect to this offering (including any exercise of the underwriters’ option to purchase additional shares of our common stock), Rithmwould beneficially own an aggregate of up to 33% of our issued and outstanding shares of common stock (the “Rithm CommonStock Ownership Limitation”), and (ii) if the Rithm Common Stock Ownership Limitation is reached, a number of shares of a newclass of non-voting convertible preferred stock (the “Series D Preferred Stock”), which shares of preferred stock would beconvertible into shares of our common stock at such time as approval of stockholders for such conversion is obtained (collectively,the “Concurrent Private Placement”). The closing of the Concurrent Private Placement is conditioned on, and is expected to occurpromptly following, the consummation of this offering. The shares, if any, purchased by Rithm, will not be subject to any underwritingdiscounts or commissions. Investing in our common stock involves risk. See “Risk Factors” beginning on pageS-10of this prospectussupplement and the risks set forth under the caption “Item1A. Risk Factors” in ourAnnual Report on Form 10-K for theyear ended December31, 2025, as well as additional risks that may be described in future reports or information that wefile with the U.S. Securities and Exchange Commission (the “SEC”) which are incorporated by reference in thisprospectus supplement and the accompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contraryis a criminal offense. Assumes no exercise of the underwriters’ option to purchase additional shares described below.See “Underwriting” for a description of compensation payable to the underwriters.We have granted the underwriters an option to purchase up to an additional $45,000,000 of shares of our common stockwithin 30days from the date of this prospectus supplement solely to cover over-allotments.We expect to deliver shares of our common stock on or about, 2026.(1)(2) TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus Supplement and the Accompanying ProspectusS-iiiNon-GAAP Financial MeasuresS-ivCautionary Note Regarding Forward-Looking StatementsS-vProspectus Supplement SummaryS-1The OfferingS-8Risk FactorsS-10Use of ProceedsS-17CapitalizationS-18Distribution PolicyS-19Description of Series D Preferred StockS-20Supplemental Material U.S. Federal Income Tax ConsiderationsS-23UnderwritingS-25Legal MattersS-30ExpertsS-31Incorporation of Certain Documents by ReferenceS-32 Prospectus About This ProspectusiForward-Looking StatementsiiOur Company1Risk Factors2Use of Proceeds.2Description of Securities We May Offer2Description of Common Stock3Description of Preferred Stock5Description of Debt Securities7Description of Warrants13Description of Units14Restrictions on Ownership and Transfer15Certain Provisions of Maryland Law and our Charter and Bylaws17Material U.S. Federal Income Tax Considerations23Plan of Distribution49Incorporation of Certain Documents by Reference51Where you can Find More Information52Legal Matters52Experts52 You should rely only on the information contained in or incorporated by reference into thisprospectus supplement, the accompanying prospectus or any applicable free writing pros