Rithm Property Trust Inc.

Current report

The risk factors disclosed under Part I, Item 1A. “Risk Factors” of our Annual Report should be considered together with the information included in this quarterly report on Form 10-Q for the quarter ended June 30, 2026, and should not be limited to those referenced herein or therein. The following risks and uncertainties supplement the risk factors found under Part I, Item 1A. “Risk Factors” of our Annual Report:

Current report

Risks Related to Residential Transition Loans

Current report

There are certain risks associated with our holdings of RTLs.

Current report

We are subject to a number of additional risks related to our existing RTLs and potential future purchases of RTLs including, but not limited to, the following:

Current report

•Short-Term Loans/Balloon Payments: Our RTLs typically have initial terms of less than 18 months (subject to extension), and which require a balloon payment at maturity. We will therefore depend on a borrower’s ability to obtain permanent financing or to sell the property to repay such loans (including the balloon payment at maturity), which could depend on market conditions and other factors. In a period of rising interest rates or tightening credit markets, it may be more difficult for borrowers to obtain long-term financing, which increases the risk of non-payment. Short-term loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of a default, we will bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the loan.

Current report

•Construction and Renovation Loans: Construction and renovation loans are subject to additional risks. Construction loans are subject to risks of unrealistic budgets, cost overruns and non-completion of construction, renovation, refurbishment or expansion by a borrower of a mortgaged property as well as other unforeseen variables. These risks may prolong the development and increase the costs of the construction project, which may delay the borrower’s ability to sell or rent the finished property or possibly make a project uneconomical which could adversely affect repayment of the loan. Other risks may include environmental risks, permitting risks, other construction risks, subsequent leasing of the property not being completed on schedule or at projected rental rates, and the likelihood that we will incur losses on our loans in the event of default because the value of the collateral may be insufficient to cover our cost on the loan. There can be no certainty that we will not suffer losses on construction loans. In addition, if a builder fails to complete a project, we may be required to complete the project. Any such default could result in a substantial increase in costs in excess of the original budget and delays in the completion of the project.

Current report

•Fix and Flip Risks: RTLs classified as “fix and flip” loans provide borrowers with short-term capital typically in connection with the acquisition and re-development of a single-family or multi-family residence, with a view to the borrower selling the property. For these RTLs, there is a risk that a borrower may not be able to sell the property on attractive terms or at all once the property has been re-developed. Moreover, the borrower may experience difficulty in completing the re-development of the property on schedule or at all, whether as a result of cost over-runs, construction-related delays, or other issues, which may result in delays selling the property or an inability to sell the property at all. Since the borrower would typically use the proceeds of the sale of the property to repay the bridge loan, if any of the foregoing events were to occur, the borrower may be unable to repay its loan on a timely basis or at all.

Current report

•Concentration Risk: 19.52% of our RTLs are secured by multi-family real estate located in California, mainly in the Los Angeles area. This concentrated geographic distribution exposes us to risks associated with the real estate and commercial lending industry in general, and to a greater extent within the states and regions in which we have concentrated loans, including risks from natural disasters, such as the January 2025 California wildfires, hurricanes, droughts and floods.

Current report

Many of these factors are outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially affect our financial position, results of operations and cash flows.

Current report

Our RTLs, and any RTLs in which we may invest in the future, may be subject to a greater risk of loss than conventional mortgage loans.

Current report

Our RTLs, and RTLs in which we may invest in the future, include loans to borrowers who are typically seeking relatively short-term funds to be used in an acquisition or rehabilitation of a property or during the period before the property is fully occupied. The typical borrower in an RTL often has identified an undervalued asset that has been under-managed or is located in a recovering market. Additionally, such borrowers often do not qualify for conventional bank financing or could be regarded to be higher risk borrowers. If the market in which the asset is located fails to improve according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the RTL, and we bear the risk that we may not recover some or all of our investment.

Current report

In addition, borrowers usually use the proceeds of a conventional mortgage to repay a RTL. RTLs therefore are subject to the risk of a borrower’s inability to obtain permanent financing to repay the RTL. In the event of any default under RTLs that may be held by us, we bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the RTL. To the extent we suffer such losses with respect to RTLs, it may materially and adversely affect us.

Current report

There are conflicts of interest in our relationship with the Manager, which could result in outcomes that are not in our best interests.

Current report

We have acquired, and in the future expect to continue to acquire or sell assets in which our Manager or its affiliates have an interest or otherwise engage in transactions directly with our Manager or its affiliates. Although such acquisitions, dispositions or other transactions may present conflicts of interest, we nonetheless may pursue and consummate such transactions, subject to any requirements in our organizational documents, including any required approvals by our Board and independent Audit Committee. When we acquire an asset from our Manager or one of its affiliates, or sell an asset to our Manager or one of its affiliates, the purchase price we pay to our Manager or its affiliate or the purchase price paid to us by our Manager or its affiliate may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arm’s length negotiations with an unaffiliated third party. Our Manager will face conflicts of interest in determining this purchase price and there is no assurance that any conflict will be resolved in our favor.

Current report

The fees we will pay in connection with agreements entered into with affiliates of our Manager were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.

Current report

The compensation paid to the Manager or its affiliates under our servicing and asset management agreements was not determined on an arms-length basis and was not negotiated at arm’s length, and therefore may not be on the same terms as we could achieve from a third party. There can be no assurance that such compensation reflects the market value of the services provided by our Manager or its affiliates.

Current report

There are certain risks associated with service providers affiliated with Rithm.

Current report

Genesis Capital LLC, Newrez LLC or other affiliates or related parties of Rithm (collectively, “Affiliated Service Providers”) are expected to continue to service our RTLs, including RTLs we may acquire in the future. As a result, these parties may, directly or indirectly, solicit, encourage or facilitate the refinancing of one or more mortgage loans that we have purchased. Any such solicitation or facilitation of refinancing could adversely affect the performance of the affected loans (and consequently, the return available to our investors). Refinancings may result in early prepayments, which could reduce the yield on the loans, shorten the weighted average life of the portfolio and increase reinvestment risk if proceeds must be redeployed at lower prevailing interest rates.

Current report

Our Flow MLPA does not include covenants restricting Affiliated Service Providers from soliciting such refinancings. Because the Affiliated Service Providers are related to Rithm, conflicts of interest may arise with respect to the monitoring or enforcement of such restrictions. In addition, Affiliated Service Providers may maintain ongoing relationships with borrowers through other lines of business, such as origination, servicing or marketing that could increase the likelihood of borrower contact leading to refinancing. Any such refinancing activity may increase prepayment rates above those assumed in our Manager’s underwriting models and could materially and adversely affect the timing and amount of cash flows, which could materially adversely affect our business, financial condition and results of operations.

Current report

An increase in our borrowing costs relative to the interest we receive on our leveraged assets may adversely affect our profitability and our cash available for distribution to our stockholders.

Current report

We have a master repurchase facility in which we pursuant to which we finance commercial loans, including RTLs (the “CRE Repurchase Facility”) As our CRE Repurchase Facility matures, we will be required either to enter into new borrowings or to sell certain of our assets. An increase in short-term interest rates at the time that we seek to enter into new borrowings would reduce the spread between the returns on our assets and the cost of our borrowings. This would adversely affect the returns on our assets, which might reduce earnings and, in turn, cash available for distribution to our stockholders. In addition, because warehouse facilities like the CRE Repurchase Facility are short-term commitments of capital, lenders may respond to market conditions making it more difficult for us to secure continued financing. If we are not able to renew our then existing facilities or arrange for new financing on terms acceptable to us, or if we default on our covenants or are otherwise unable to access funds under any of these facilities, we may have to curtail our asset acquisition activities and/or dispose of assets.

Current report

Our investments in RTLs may require us to fund substantial additional amounts, and we may not have sufficient liquidity or financing available when those funding obligations arise.

Current report

Certain of the RTLs in which we invest provide for future advances to borrowers. As a result, in addition to the amounts funded at the time we acquire an RTL, we may be required to fund substantial additional amounts over the life of the loan if the applicable borrower satisfies the conditions to receive such advances. The timing and amount of these funding obligations may be difficult to predict and may be affected by factors outside our control, including the pace of construction, borrower draw requests and the satisfaction of applicable funding conditions.

Current report

We expect to fund future advances using cash on hand, cash generated from operations and borrowings under our financing arrangements. Although we expect to have sufficient liquidity and financing capacity to satisfy these obligations, the timing and amount of future advances may be difficult to predict and may require us to retain or deploy capital that otherwise could be used for additional investments, debt service, operating expenses or distributions to our stockholders. In addition, changes in the cost or terms of financing could reduce the returns on our RTL investments. These funding obligations could adversely affect our liquidity, results of operations and ability to execute our business strategy or make distributions to our stockholders.

Current report

Risks Related to Financing and Hedging

Current report

We may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business strategy.

Current report

Our primary sources of funds are cash provided by net interest income, sales and repayments of our investments, debt financing sources, including secured bonds payable and repurchase financing agreements, and the issuance of equity securities when feasible and appropriate. Our ability to obtain borrowings and to raise additional equity capital is dependent on our ability to access borrowings and the capital markets on terms that management and the Board deem acceptable.

Current report

We may have difficulty accessing the capital markets in the amounts, at the times, at acceptable terms or at all. During 2026, we pursued potential common equity raises, in February 2026 and in July 2026, to finance the acquisition of commercial mortgage assets, support the repositioning and growth of our business and provide additional liquidity and scale. We determined not to complete these offerings as we determined that the prevailing market conditions and available pricing were not in the best interests of our stockholders. There can be no assurance that market conditions and/or available pricing will improve or that we will be able to raise additional capital on acceptable terms, or at all, in the future.

Current report

An inability to successfully access the capital markets on acceptable terms or at all could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings and liquidity. We may be required to delay or not effectuate acquisitions of additional CRE investments, forego other investment opportunities or otherwise adjust our capital allocation and business plans. These actions could limit our ability to grow our business, result in a smaller investment portfolio, reduce our earnings and liquidity, adversely affect our book value or ability to make distributions and cause our results to differ materially from our current expectations.

Current report

In addition, our financing sources may be adversely impacted by any dislocation or weakness in the capital and credit markets, which could result in one or more of our financing sources to be unwilling or unable to provide us with financing or increase the costs of that financing. Furthermore, other factors, including changes to regulatory capital requirements imposed on our financing sources, could limit our access to, or increase the cost of, our capital or increase the cost of our financings they provide to us. Our inability to access financing on acceptable terms, or at all, may have a material adverse effect on us and our operations and financial condition.

Previous report

For the three months ended March 31, 2026, there were no material changes to the risk factors disclosed under Part I, Item 1A. “Risk Factors” of our Annual Report. You should carefully consider those risks described, the information included under the caption “Cautionary Statement Regarding Forward-Looking Statements” and the other information included in this quarterly report. Our business, financial condition or results of operations could be adversely affected by any of these risks.