Rithm Property Trust Inc.RPT
Rithm Property Trust Inc. Debt Disclosure
Debt
Repurchase Agreements
The Company, entered into two repurchase facilities whereby the Company acquires pools of residential mortgage loans which are then sold by the Company as “seller” to a counterparty, the “buyer.” As of December 31, 2025, only one facility is outstanding. Upon the time of the initial sale to the buyer, the Company, with a simultaneous agreement, also agreed to repurchase the pools of residential mortgage loans from the buyer. Mortgage loans sold under these facilities carry interest calculated based on a spread to one-month Secured Overnight Financing Rate (“SOFR”), which is fixed for the term of the borrowing. The advance rate is between 75% and 90% of the asset’s acquisition price. The obligations of the Company to repurchase these mortgage loans at a future date are guaranteed by the Operating Partnership.
The Company has also entered into one repurchase facility, substantially similar to the residential loan repurchase facilities, but where the pledged assets are commercial loans. Interest is calculated based on a spread to one-month SOFR, subject to a floor. The advance rate is between 75% and 80% of the asset’s acquisition price.
As of December 31, 2025, the Company has also entered into six repurchase facilities, substantially similar to the mortgage loan repurchase facilities, but where the pledged assets are the Company’s investments in bonds and bonds retained from the Company’s secured bonds payable. Each repurchase transaction represents its own borrowing. As such, the ceilings associated with these transactions are the amounts currently borrowed at any one time.
If the value of collateral underlying the repurchase financing agreements declines by more than a de minimis threshold, the counterparty could require the Company to post additional collateral, or margin, in the form of cash and cash equivalents.
The Company has effective control over the assets subject to all these transactions; therefore, the Company’s repurchase financing agreements are accounted for as financing arrangements. The Operating Partnership, as guarantor, will provide to the buyers a limited guaranty (“Guaranty”) of certain losses incurred by the buyers in connection with certain events and/or the seller’s obligations under the mortgage loan purchase agreement, following the breach of certain covenants by the seller, the occurrence of certain bad acts by the seller, the occurrence of certain insolvency events of the seller or other events specified in the Guaranty. As security for its obligations under the Guaranty, the guarantor will pledge the trust certificate representing the guarantor’s 100% beneficial interest in the seller.
The following tables set forth the details of the Company’s repurchase financing agreements and facilities:
($ in thousands) | December 31, 2025 | ||||||||||||||||||||||
| Maturity Date | Amount Outstanding | Amount of Collateral | Interest Rate | ||||||||||||||||||||
Goldman Sachs - bonds(1) | $ | 36,431 | $ | 42,767 | 4.58 | % | |||||||||||||||||
| A Bonds | January 12, 2026 | 8,510 | 10,000 | 4.41 | % | ||||||||||||||||||
| February 17, 2026 | 27,921 | 32,767 | 4.63 | % | |||||||||||||||||||
Goldman Sachs - loans (3) | December 12, 2027 | $ | 11,148 | $ | 17,150 | 6.62 | % | ||||||||||||||||
Lucid - bonds(1) | $ | 50,829 | $ | 60,000 | 4.42 | % | |||||||||||||||||
| A bonds | January 12, 2026 | 29,543 | 35,000 | 4.47 | % | ||||||||||||||||||
| January 15, 2026 | 21,286 | 25,000 | 4.36 | % | |||||||||||||||||||
Barclays - bonds(1) | $ | 85,885 | $ | 109,816 | 4.65 | % | |||||||||||||||||
| A bonds | January 9, 2026 | 14,780 | 17,439 | 4.47 | % | ||||||||||||||||||
| January 12, 2026 | 12,963 | 15,000 | 4.51 | % | |||||||||||||||||||
| January 14, 2026 | 15,598 | 18,540 | 4.71 | % | |||||||||||||||||||
| January 23, 2026 | 18,576 | 23,014 | 4.46 | % | |||||||||||||||||||
| March 19, 2026 | 14,629 | 20,041 | 4.82 | % | |||||||||||||||||||
| B bonds | January 23, 2026 | 4,195 | 6,531 | 5.18 | % | ||||||||||||||||||
| March 19, 2026 | 4,573 | 8,129 | 5.20 | % | |||||||||||||||||||
| M bonds | January 23, 2026 | 90 | 149 | 4.78 | % | ||||||||||||||||||
| March 19, 2026 | 481 | 973 | 5.00 | % | |||||||||||||||||||
Nomura - bonds(1) | $ | 99,005 | $ | 178,102 | (4) | 5.16 | % | ||||||||||||||||
| A Bonds | March 30, 2026 | 9,009 | 12,885 | 5.24 | % | ||||||||||||||||||
| B Bonds | March 19, 2026 | 1,638 | 4,101 | 5.45 | % | ||||||||||||||||||
| B Bonds | March 30, 2026 | 38,477 | 71,204 | 5.02 | % | ||||||||||||||||||
| M Bonds | March 30, 2026 | 17,894 | 26,019 | 4.89 | % | ||||||||||||||||||
Beneficial Interests (5) | March 19, 2026 | 31,987 | 63,893 | 5.45 | % | ||||||||||||||||||
Nomura - loans(2) | February 27, 2026 | $ | 20,543 | $ | 25,999 | 5.91 | % | ||||||||||||||||
Santander bonds(1) | $ | 103,231 | $ | 120,093 | 4.54 | % | |||||||||||||||||
| A Bonds | January 12, 2026 | 21,396 | 25,000 | 4.41 | % | ||||||||||||||||||
| January 15, 2026 | 81,835 | 95,093 | 4.58 | % | |||||||||||||||||||
| Totals/Weighted Averages | $ | 407,072 | $ | 553,927 | 4.83 | % | |||||||||||||||||
(1)Maximum borrowing capacity subject to pledging sufficient collateral is the equivalent of the amount outstanding as of December 31, 2025.
(2)Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2025 was $400.0 million.
(3)Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2025 was $200.0 million.
(4)Includes bonds that are consolidated on the Company’s balance sheet as of December 31, 2025.
(5)Collateral of beneficial interests presented at fair value, as disclosed in Note 6.
($ in thousands) | December 31, 2024 | ||||||||||||||||||||||
| Maturity Date | Amount Outstanding | Amount of Collateral | Interest Rate | ||||||||||||||||||||
Goldman Sachs - bonds(1) | $ | 59,548 | $ | 70,000 | 5.18 | % | |||||||||||||||||
| A Bonds | January 16, 2025 | 29,759 | 35,000 | 5.08 | % | ||||||||||||||||||
| February 18, 2025 | 29,789 | 35,000 | 5.27 | % | |||||||||||||||||||
Lucid - bonds(1) | January 16, 2025 | $ | 34,114 | $ | 40,000 | 5.05 | % | ||||||||||||||||
| A Bonds | January 16, 2025 | 34,114 | 40,000 | 5.05 | % | ||||||||||||||||||
Barclays - bonds(1) | $ | 86,956 | $ | 115,443 | 5.41 | % | |||||||||||||||||
| A Bonds | January 10, 2025 | 17,065 | 20,000 | 5.20 | % | ||||||||||||||||||
| January 13, 2025 | 16,917 | 19,952 | 5.19 | % | |||||||||||||||||||
| January 31, 2025 | 25,123 | 32,280 | 5.43 | % | |||||||||||||||||||
($ in thousands) | December 31, 2024 | ||||||||||||||||||||||
| Maturity Date | Amount Outstanding | Amount of Collateral | Interest Rate | ||||||||||||||||||||
| March 20, 2025 | 17,319 | 24,857 | 5.48 | % | |||||||||||||||||||
| B Bonds | January 31, 2025 | 4,298 | 6,232 | 6.12 | % | ||||||||||||||||||
| March 20, 2025 | 5,003 | 9,667 | 5.86 | % | |||||||||||||||||||
| M Bonds | January 31, 2025 | 305 | 512 | 5.72 | % | ||||||||||||||||||
| March 20, 2025 | 926 | 1,943 | 5.65 | % | |||||||||||||||||||
Nomura - bonds(1) | $ | 66,445 | $ | 119,572 | (3) | 5.67 | % | ||||||||||||||||
| A Bonds | March 31, 2025 | 10,687 | 15,615 | 5.87 | % | ||||||||||||||||||
| B Bonds | March 31, 2025 | 35,563 | 70,709 | 5.66 | % | ||||||||||||||||||
| M Bonds | March 31, 2025 | 20,195 | 33,248 | 5.56 | % | ||||||||||||||||||
Nomura - loans(2) | February 28, 2025 | $ | 23,331 | $ | 31,821 | 6.97 | % | ||||||||||||||||
Santander bonds(1) | $ | 86,171 | $ | 99,000 | 5.11 | % | |||||||||||||||||
| A Bonds | January 6, 2025 | 21,685 | 25,000 | 5.18 | % | ||||||||||||||||||
| January 15, 2025 | 64,486 | 74,000 | 5.08 | % | |||||||||||||||||||
Totals/Weighted Averages | $ | 356,565 | $ | 475,836 | 5.41 | % | |||||||||||||||||
(1)Maximum borrowing capacity subject to pledging sufficient collateral is the equivalent of the amount outstanding as of December 31, 2024.
(2)Maximum borrowing capacity subject to pledging sufficient collateral as of December 31, 2024 was $400.0 million.
(3)Includes bonds that are consolidated on the Company’s balance sheet as of December 31, 2024.
The Guaranty establishes a master netting arrangement; however, the arrangement does not meet the criteria for offsetting within the Company’s consolidated balance sheets. A master netting arrangement derives from contractual agreements entered into by two parties to multiple contracts that provides for the net settlement of all contracts covered by the agreements in the event of default under any one contract.
The amount outstanding on the Company’s repurchase facilities and the carrying value of the Company’s loans pledged as collateral are presented as gross amounts on the Company’s consolidated balance sheets as of December 31, 2025 and 2024, in the table below:
($ in thousands) | Gross amounts not offset on balance sheet | ||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||
| Gross amount of recognized liabilities | $ | 407,072 | $ | 356,565 | |||||||
| Gross amount of loans and securities pledged as collateral | 553,927 | 475,836 | |||||||||
| Net Collateral Amount | $ | 146,855 | $ | 119,271 | |||||||
Secured Bonds Payable
The Company uses securitization as a primary financing structure and refers to the transactions as secured bonds payable. The bonds payable are generally structured as debt financings. The loans included in the secured bonds payable remain on the Company’s consolidated balance sheet as the Company is the primary beneficiary of the securitization trusts, which are VIEs. The securitization VIEs are structured as pass through entities that receive principal and interest on the underlying mortgages and distribute those payments to the holders of the notes. The Company’s exposure to the obligations of the VIEs is generally limited to its investments in the entities. The notes that are issued by the securitization trusts are secured solely by the mortgages held by the applicable trusts and not by any of the Company’s other assets. The residential mortgage loans of the applicable trusts are the only source of repayment and interest on the notes issued by such trusts. The Company does not guarantee any of the obligations of the trusts under the terms of the agreement governing the notes or otherwise.
The Company’s rated secured bonds payable are generally structured as “REIT TMP” transactions which allow the Company to issue multiple classes of securities without using a real estate mortgage investment conduit structure or being subject to an entity level tax. The Company’s rated secured bonds payable generally issue classes of debt from AAA through mezzanine. The Company generally retains the mezzanine and residual certificates in the transactions. The Company has retained the applicable mezzanine and residual certificates from the four rated secured bonds payable outstanding at December 31, 2025.
Servicing for the residential mortgage loans in the Company’s secured bonds payable is provided by Newrez, an affiliate of the Company, at a servicing fee of 0.42% of outstanding unpaid principal balance (“UPB”) and is paid monthly.
The following table sets forth the status of the notes held by others as of December 31, 2025 and 2024, and the original balance at the securitization cutoff date:
($ in thousands) | Balances at December 31, 2025 | Balances at December 31, 2024 | Original balances at securitization cutoff date | ||||||||||||||||||||||||||||||||||||||||||||
| Class of Notes | Carrying value of mortgages | Bond principal balance | Percentage of collateral coverage | Carrying value of mortgages | Bond principal balance | Percentage of collateral coverage | Mortgage UPB | Bond principal balance | |||||||||||||||||||||||||||||||||||||||
| 2019-D | $ | 85,105 | $ | 52,508 | 162 | % | $ | 91,118 | $ | 58,942 | 155 | % | $ | 193,301 | $ | 156,670 | |||||||||||||||||||||||||||||||
| 2019-F | 81,025 | 41,676 | 194 | % | 89,179 | 50,028 | 178 | % | 170,876 | 127,673 | |||||||||||||||||||||||||||||||||||||
| 2020-B | 86,096 | 48,894 | 176 | % | 95,090 | 57,277 | 166 | % | 156,468 | 114,534 | |||||||||||||||||||||||||||||||||||||
| 2021-A | 109,382 | 83,816 | 131 | % | 119,180 | 93,412 | 128 | % | 206,506 | 175,116 | |||||||||||||||||||||||||||||||||||||
| $ | 361,608 | $ | 226,894 | (1) | 159 | % | $ | 394,567 | $ | 259,659 | (1) | 152 | % | $ | 727,151 | $ | 573,993 | ||||||||||||||||||||||||||||||
(1)This represents the gross amount of secured bonds payable and excludes the impact of deferred issuance costs of $0.7 million and $1.3 million as of December 31, 2025 and 2024, respectively.
Corporate Debt
Unsecured Notes, Net (2027 Notes)
In August 2022, the Operating Partnership issued $110.0 million aggregate principal amount of 8.875% senior unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes have a five year term, were issued at 99.009% of par value and are fully and unconditionally guaranteed by the Company. The 2027 Notes are included in the Company’s liabilities in its consolidated balance sheet as of December 31, 2025 and 2024. Interest on the 2027 Notes is payable semi-annually on March 1 and September 1. The 2027 Notes will mature on September 1, 2027. Net proceeds from the sale of the 2027 Notes totaled approximately $106.1 million, after deducting the discount, commissions, and offering expenses which will be amortized over the term of the 2027 Notes using the effective interest method. The Company used $90.0 million of the proceeds to repurchase and retire a portion of its outstanding Series A Preferred Stock and Series B Preferred Stock (each as defined in Note 14) at a discount and a proportionate amount of outstanding 2020 Warrants. The remainder of the proceeds were used for general corporate purposes.
On June 30, 2024, the Company received notification that the 2027 Notes were downgraded from BBB- to BB+. Under the terms of the indenture governing the 2027 Notes, the downgrade resulted in a 100 basis point increase in the interest rate from 8.875% to 9.875% beginning on September 1, 2024.
As of December 31, 2025 and 2024, the outstanding aggregate principal amount of the 2027 Notes was $110.0 million, and discount and deferred expenses in aggregate were $1.5 million and $2.4 million, respectively.
The following table presents interest expense on the 2027 Notes for the years ended December 31, 2025 and 2024:
($ in thousands) | Year ended December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Interest expense | $ | 10,862 | $ | 10,129 | |||||||
Amortization of discount and deferred expenses | 861 | 860 | |||||||||
| Total Interest Expense on 2027 Notes | $ | 11,723 | $ | 10,989 | |||||||
The indenture governing the 2027 Notes restricts, among other things, the Company’s and certain of its subsidiaries’ ability to incur certain additional debt, make certain investments or acquisitions, sell certain assets, and merge, consolidate or transfer all or substantially all of its assets. Additionally, the indenture governing the 2027 Notes requires the Company to comply with certain maintenance requirements, including certain levels of cash and liquidity, such as: (i) Net Asset Value (as defined in the indenture agreement) as of the close of business on the last day of each of its fiscal quarters must be equal to or greater than $240.0 million, plus the greater of (x) zero dollars and (y) 65% of the Company’s net equity capital activity; (ii) the ratio of the Adjusted Unencumbered Assets (as defined in the indenture agreement) as of the close of business on the last day of each of its fiscal quarters to the aggregate principal amount of the 2027 Notes outstanding as of each such date must be equal to or greater than 1.6:1.0; (iii) the ratio of the debt to equity as of the close of business on the last day of each of its fiscal quarters must be less than 4.0:1.0, (iv) a quarterly minimum liquidity covenant of $30.0 million. As of December 31, 2025, the Company is in compliance with all covenants.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 3, 2023 | |
| 2021 | Mar 4, 2022 | |
| 2020 | Mar 5, 2021 | |
| 2019 | Mar 4, 2020 | |
| 2018 | Mar 6, 2019 | |
| 2017 | Mar 8, 2018 | |
| 2016 | Mar 2, 2017 | |
| 2015 | Mar 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.