Rithm Property Trust Inc.

8-K · tm2616032d1_8k.htm iXBRL

0001614806

 2026-06-02
 2026-06-02

 0001614806

 us-gaap:CommonStockMember

 2026-06-02
 2026-06-02

 0001614806

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 2026-06-02
 2026-06-02

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 iso4217:USD

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT PURSUANT

 TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported):
 June 2, 2026

  

 RITHM PROPERTY TRUST INC.

 (Exact name of registrant as specified
in charter)

  

 Maryland
  
 001-36844
  
 46-5211870

 (State
or other jurisdiction of incorporation)

  
 (Commission File Number)

  
 (IRS
Employer Identification No.)

  

 799 Broadway

 New York , NY 10003

 (Address of principal executive offices)

  

 Registrant’s telephone number, including
area code:

 212 - 850-7770

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title
 of each class
  
 Trading

Symbols

  
 Name
of each exchange on which

 registered

 Common Stock, par value $0.01 per share
  
 RPT
  
 New York Stock Exchange

 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
  
 RPT.PRC
  
 New York Stock Exchange

  

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  

 ¨
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ¨
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

  

 ¨
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

  

 ¨
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 Emerging growth company ¨

  

 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 or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨

  

  

  

  

  

 Item 5.02.
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 2, 2026, at the 2026 Annual Meeting
of Stockholders (the “Annual Meeting”) of Rithm Property Trust Inc. (the “Company”), the Company’s stockholders
approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), which was previously adopted by the
Company’s Board of Directors, subject to stockholder approval. A summary description of the material terms of the 2026 Plan was
included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) filed with the
Securities and Exchange Commission on April 21, 2026, in connection with the Annual Meeting. Such description is qualified in its
entirety by reference to the 2026 Plan, which is attached as Annex A to the Definitive Proxy Statement and is filed as Exhibit 10.1
to this report.

  

 Item 5.07.
 Submission of Matters to a Vote of Security Holders.

  

 At the 2026 Annual Meeting,
held June 2, 2026, the stockholders of the Company voted on the matters described below.

  

 1.
 The Company’s stockholders elected four (4) Directors to serve until the 2027 annual meeting of stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such director, withheld voting for such director, and represented broker non-votes with respect to this proposal are summarized in the table below.

  

 Director Nominee  
 Votes For  
 Votes Withheld  
 Broker Non-Votes

 Paul Friedman  
 2,424,826  
 2,140,239  
 1,594,031

 Mary Haggerty  
 2,358,047  
 2,207,018  
 1,594,031

 Daniel Hoffman  
 2,113,412  
 2,451,652  
 1,594,031

 Michael Nierenberg  
 2,670,663  
 1,894,401  
 1,594,031

  

 2.
 The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.

  

 Votes For  
 Votes Against  
   Abstentions  

 6,135,751  
 13,515  
   9,829  

  

 3.
 The Company’s stockholders did not approve (on a non-binding advisory basis) the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement. The numbers of shares that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table below.

  

 Votes For  
 Votes Against  
   Abstentions    
 Broker Non-Votes

 1,395,661  
 3,148,191  
   21,212    
 1,594,031

  

 4.
 The Company’s stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan. The numbers of shares that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table below.

  

 Votes For  
 Votes Against  
 Abstentions  
 Broker Non-Votes

 4,371,676  
 172,050  
 21,338  
 1,594,031

  

 No other matters were
considered and voted on by the Company’s stockholders at the Annual Meeting.

  

  

  

  

 Item 9.01. Financial Statements and Exhibits

  

 (d) Exhibits

  

 Exhibit
  
 Description

 10.1
  
 Rithm Property Trust Inc. 2026 Omnibus Incentive Plan

 104
  
 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

  

 RITHM PROPERTY TRUST INC.
  

  
  
  

 By:
 /s/ Nicola Santoro, Jr.
  

  
 Name: Nicola Santoro, Jr.
  

  
 Title: Chief Financial Officer
  

  

 Dated: June 2, 2026