Rithm Property Trust Inc.RPT

Rithm Property Trust Inc. Commitments Disclosure

10-KFiled Feb 18, 20262 min read
Commitments and Contingencies
In the first quarter of 2024, pursuant to the SPA, the Company entered into a Warrant Agreement, dated April 23, 2024 (the “Warrant Agreement”), pursuant to which the Company would issue up to 1.1 million warrants, which amount was conditioned on certain terms, with an exercise price of $32.16 per share (the “2024 Warrants”). The Company ultimately issued the 2024 Warrants in an amount which provide Rithm the right to purchase 0.6 million shares. The 2024 Warrants had a fair value of $2.7 million at issuance. Also, during the first quarter of 2024, the Company exchanged its warrants issued in 2020 that were exercisable at a price of $60.00 per share (the “2020 Warrants”) for shares of its Common Stock in connection with the Strategic Transaction. In the second quarter of 2024, the Company reclassified the 2024 Warrants into equity due to changes in redemption features due to shareholder approval of the transaction at the annual meeting of shareholders.

There was no warrant liabilities activity during the year ended December 31, 2025. The following table sets forth the details of the Company’s warrant liabilities during the year ended December 31, 2024:
($ in thousands)
Balance at December 31, 2023
$16,644 
Issuance of 2024 Warrants2,734 
Fair value adjustment of 2020 Warrants2,033 
Fair value adjustment of 2024 Warrants(1,883)
Redemption of 2020 Warrants(18,677)
Reclassification of 2024 Warrants to equity(851)
Balance at December 31, 2024
$— 

Unfunded Commitments

During the third quarter of 2025, the Company originated a commercial loan in the amount of $21.4 million of which $17.2 million has been funded. The remaining unfunded loan commitment of $4.2 million is available to be drawn by the borrower subject to customary funding conditions. The commercial loan is carried at fair value and presented within other assets. See Note 6 regarding fair value measurements.
During the fourth quarter of 2025, the Company acquired an indirect minority interest in PGOP, which through its affiliates and joint ventures owns a portfolio (the “PGRE Portfolio”) of CRE properties, through an investment in affiliated aggregator vehicles formed in connection with Rithm’s acquisition of Paramount. In connection with this transaction, the Company committed to make up to an additional $7.5 million of capital contributions under certain circumstances.
Litigation, Claims and Assessments

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2025, the Company was not a party to, and its properties were not subject to any pending or threatened legal proceedings that individually or in the aggregate, are expected to have a material impact on its financial condition, results of operations or cash flows.

Historical Timeline

Fiscal YearFiled
2025Feb 18, 2026Showing above
2024Feb 18, 2025
2023Feb 28, 2024
2022Mar 3, 2023
2021Mar 4, 2022
2020Mar 5, 2021
2019Mar 4, 2020
2018Mar 6, 2019
2017Mar 8, 2018
2016Mar 2, 2017
2015Mar 29, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

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