Rithm Property Trust Inc. (RPT)

CIK: 0001614806. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-18.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1614806. Latest filing source: 0001614806-26-000010.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001614806.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001614806.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001614806-26-000016.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-01. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report on Form 10-Q, unless the context indicates otherwise, references to “Rithm Property Trust,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Rithm Property Trust Inc. and its subsidiaries; references to “Rithm” refer to Rithm Capital Corp., a Delaware corporation and the parent entity of RCM GA, and its subsidiaries; references to “Operating Partnership” refer to Great Ajax Operating Partnership L.P., a Delaware limited partnership; references to “RCM GA” or our “Manager” refer to RCM GA Manager LLC; and references to our “Servicer” or “Newrez” refer to Newrez LLC, a Delaware limited liability company and an affiliate of RCM GA.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the interim consolidated financial statements and related notes included in Item 1. Consolidated Interim Financial Statements of this quarterly report and in Item 8. Consolidated Financial Statements and Supplementary Data in our most recent Annual Report, as well as other cautionary statements and risks described elsewhere in this quarterly report.

OVERVIEW

Rithm Property Trust, a Maryland corporation, is an externally managed REIT focused on investments in the CRE sector. The Company is headquartered in New York.

The Company conducts substantially all of its business through our Operating Partnership and its subsidiaries. The Company, through a wholly-owned subsidiary, Great Ajax Operating LLC, is the sole general partner of the Operating Partnership. The Company has elected to treat certain wholly-owned subsidiaries as taxable REIT subsidiaries (“TRSs”) under the United States Internal Revenue Code of 1986, as amended (the “Code”). These entities are used primarily to hold certain investments and to facilitate the Company’s operations, including activities related to REO properties. Great Ajax Funding LLC is a wholly-owned subsidiary of the Operating Partnership formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts. AJX Mortgage Trust I is a wholly-owned subsidiary of the Operating Partnership formed to hold mortgage loans used as collateral for financings under the Company’s repurchase agreements.

Our Operating Partnership, through interests in certain entities, as of March 31, 2026, held 99.7% of Rithm Property Trust II REIT Inc., which owns Great Ajax II Depositor LLC, formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts. Also, as of March 31, 2026, the Operating Partnership wholly-owned Great Ajax III Depositor LLC, which was formed to act as the depositor for a single securitization transaction.

The Company previously completed a strategic transaction with Rithm (the “Strategic Transaction”) in which (i) the Company entered into a Securities Purchase Agreement with Rithm and pursuant thereto sold shares of its common stock to Rithm, and (ii) the Company entered into a management agreement dated June 11, 2024 (as amended by that First Amendment, dated October 18, 2024, and that Second Amendment, dated February 12, 2026, and as may be further amended, modified or supplemented from time to time, the “Management Agreement”) with RCM GA, pursuant to which RCM GA serves as the Company’s external manager.

As of March 31, 2026, the Company conducted its business through the following segments: (i) Residential and (ii) Commercial. The Company’s Commercial segment is focused on investments in the CRE sector, including originating, acquiring and managing portfolios of CMBS, commercial real property, commercial mortgage loans and other CRE investments. The Residential segment is focused on managing the Company’s legacy residential mortgage portfolio, including whole mortgage loans, RMBS and beneficial interests.

The Company expects to finance its investments through a variety of capital sources, which may include secured and unsecured credit facilities, capital markets transactions, securitizations and other corporate financing arrangements, depending on market conditions and investment characteristics. Through its external manager, the Company leverages Rithm’s real estate and capital markets expertise across sourcing, underwriting, financing, asset management and disposition. The Company believes the flexibility of its investment strategy and its ability to actively manage assets position it to generate attractive long-term returns for stockholders across a range of market conditions.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Our qualification as a REIT depends upon our ability to meet, on a continuing basis, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are organized in conformity with the

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requirements for qualification as a REIT under the Code, and that our current intended manner of operation enables us to meet the requirements for taxation as a REIT for U.S. federal income tax purposes.

Recent Developments

In February 2026, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $10.0 million of its outstanding common stock through March 1, 2027. The Company may repurchase shares from time to time through open market purchases or privately negotiated transactions, subject to market conditions and other considerations. During the three months ended March 31, 2026 the Company repurchased 15,227 shares of common stock for an aggregate purchase price of $0.2 million.

OUR PORTFOLIO

The following table outlines the carrying value of our portfolio of mortgage loan assets, investments in securities, equity method investments and REO as of March 31, 2026 and December 31, 2025:

($ in thousands)

March 31,

2026

December 31, 2025

Residential mortgage loans held-for-investment, net

$

356,137 

$

362,829 

Residential mortgage loans held-for-sale, net

28,450 

29,419 

Commercial mortgage-backed securities, at fair value

151,301 

273,783 

Residential mortgage-backed securities

189,685 

189,947 

Equity method investments

76,560 

79,168 

Real estate owned

1,865 

1,400 

$

803,998 

$

936,546 

MARKET TRENDS AND OUTLOOK

Summary

During the first quarter of 2026, macroeconomic conditions reflected a combination of stable underlying inflation, modest improvement in labor market conditions, and increased volatility in energy prices and interest rates, including uncertainty resulting from the conflict with Iran that began at the end of February 2026. The Federal Reserve maintained the federal funds target range at 3.50%–3.75% during its January and March 2026 meetings following rate cuts in late 2025.

Headline inflation increased during the quarter, primarily reflecting higher energy prices, as West Texas Intermediate crude oil prices increased 76.6% during the quarter following the outbreak of the conflict with Iran, while measures of core inflation remained stable. The unemployment rate declined modestly from 4.4% in December 2025 to 4.3% in March 2026, indicating continued stabilization in labor market conditions.

Market interest rates increased during the quarter, with the 10-year Treasury yield rising 15 basis points to 4.32%, while market expectations for rate cuts in 2026 declined significantly. Equity markets experienced volatility during the quarter, with the S&P 500 declining 4.6% before partially recovering in April 2026.

Inflation

Inflation increased during the first quarter of 2026, primarily reflecting higher energy prices following the outbreak of the conflict with Iran. Consumer Price Index (“CPI”) inflation rose from 2.7% in December 2025 to 3.3% in March 2026, driven in part by an increase in energy prices from 2.1% in December 2025 to 12.6% in March 2026 on a year-over-year basis.

Core CPI, which excludes food and energy, remained stable at 2.6%, however the Federal Reserve’s preferred measure of underlying inflation, core Personal Consumption Expenditures (“PCE”), increased from 3.0% in December 2025 to 3.2% in March 2026. Other inflation indicators showed modest increases, with producer price inflation rising to 4.0% in March 2026 from 3.2% in December 2025, and import prices increasing 2.1% over the 12 months ended March 31, 2026 after being flat in December 2025.

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Treasury Yields

Treasury yields increased during the first quarter of 2026. The ten-year Treasury yield rose 15 basis points to 4.32% from 4.17% at the end of December 2025. Shorter-term yields increased more significantly, with the two-year Treasury yield rising 32 basis points to 3.79%. As a result, the yield curve flattened, with the spread between two-year and ten-year Treasury yields narrowing from 69 basis points to 52 basis points over the quarter. This shift reflects reduced market expectations for interest rate cuts in 2026.

Labor Markets

Labor market conditions improved modestly during the first quarter of 2026. The unemployment rate declined by 0.1 percentage points from 4.4% in December 2025 to 4.3% in March 2026. Job growth strengthened during the quarter, with nonfarm payrolls increasing by an average of 68,000 per month, compared to an average monthly decline of 39,000 during the fourth quarter of 2025. Initial unemployment insurance claims also declined, averaging 212,000 per week during the first quarter of 2026, compared to 222,000 per week in the prior quarter.

Housing Market

Housing market activity softened during the first quarter of 2026, reflecting higher mortgage rates. Existing home sales declined to an annualized rate of 4.04 million, compared to 4.16 million in the fourth quarter of 2025. New home sales data remains limited due to publication delays, with January 2026 representing the most recent available data. Sales were approximately 587,000 at an annual rate, compared to an average of approximately 709,000 during the fourth quarter of 2025. Home price growth increased modestly, with the median resale price rising 1.4% year-over-year in March 2026, compared to 0.4% in December 2025. Mortgage rates increased during the quarter, with the 30-year fixed rate rising to 6.56% from 6.27%.

Commercial Real Estate

The U.S. CRE market entered 2026 in a more functional (if still bifurcated) state than in prior periods. Price discovery has continued to advance as the refinancing cycle drives transactions, recapitalizations and extensions—tightening bid-ask spreads in certain property types even as stress remains concentrated in assets with structural demand impairment or near-term capital needs. While the Federal Reserve maintained its policy rate (3.5-3.75%) during the first quarter of 2026, many commercial real estate participants continue to operate with “higher-for-longer” financing discipline: lower leverage with higher yields.

Market Conditions & Sector Performance

Industrial & Retail: Industrial fundamentals remain generally stable but more normalized. Leasing and rent growth continue to be supported where demand is tied to logistics, manufacturing re-shoring and supply-chain resilience, while new development remains constrained by capital costs—supporting medium-term balance. Retail continues to demonstrate relatively durable fundamentals, even with elevated cap rates: necessity-based and well-located centers benefit from limited new supply and improved tenant health, while discretionary formats remain more sensitive to consumer trade-down and occupancy cost pressures. Investo

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-18. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Annual Report on Form 10-K, unless the context indicates otherwise, references to “Rithm Property Trust,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Rithm Property Trust Inc. and its subsidiaries; references to “Rithm” refer to Rithm Capital Corp., a Delaware corporation and the parent entity of RCM GA, and its subsidiaries; references to “Operating Partnership” refer to Great Ajax Operating Partnership L.P., a Delaware limited partnership; references to our “Former Manager” refer to Thetis Asset Management LLC, a Delaware limited liability company; references to “RCM GA” or our “Manager” refer to RCM GA Manager LLC; references to our “Servicer” or “Newrez” refer to Newrez LLC, a Delaware limited liability company and an affiliate of RCM GA; and references to our “Former Servicer” refer to Gregory Funding LLC, an Oregon limited liability company.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes included in Item 8. Financial statements and supplementary data, as well as other cautionary statements and risks described elsewhere in this Annual Report.

OVERVIEW

Rithm Property Trust (formerly Great Ajax Corp.) is a Maryland corporation that is organized and operates as an externally managed REIT. The Company focuses on investments in the CRE sector.

On June 11, 2024, the Company completed its previously announced Strategic Transaction with Rithm. In connection with the Strategic Transaction, the Company entered into SPA pursuant to which, following stockholder approval on May 20, 2024, it issued $14.0 million of Common Stock to Rithm. The Company also entered into the Management Agreement, with RCM GA, which became the Company’s external manager; terminated its prior management agreement; entered into a term loan with a subsidiary of Rithm; and issued warrants to Rithm to purchase shares of the Company’s Common Stock. The Company relocated its corporate headquarters to New York, New York, and on December 2, 2024, rebranded and changed its name to Rithm Property Trust Inc.

In connection with the Strategic Transaction, the Company terminated its prior loan servicing arrangement and disposed of its interest in Great Ajax FS LLC. Effective June 1, 2024, servicing of the Company’s mortgage loans and real property was transferred to Newrez, an affiliate of Rithm and the Manager, pursuant to the Servicing Transfer Agreement. The terms of the underlying servicing agreements remain unchanged.

Historically, we acquired RPLs and NPLs either directly or in security form through joint ventures with institutional accredited investors. Under RCM GA’s management, the Company repositioned its business from a predominantly residential mortgage strategy to a flexible CRE focused investment strategy, which includes originating and acquiring CRE-related investments and managing a diversified portfolio of assets. The Company believes current market conditions are creating refinancing challenges and capital dislocations in the CRE sector that may present attractive risk-adjusted investment opportunities. Target investments may include senior and subordinated mortgage loans, mezzanine loans, preferred equity, commercial mortgage servicing rights, CRE properties and other CRE-related debt and equity investments. The Company has largely transitioned away from residential mortgage loans and RMBS and does not expect to make further investments in RPLs, NPLs or RMBS.

The Company expects to finance its investments through a variety of capital sources, which may include secured and unsecured credit facilities, capital markets transactions, securitizations and other corporate financing arrangements, depending on market conditions and investment characteristics. Through its external manager, the Company leverages Rithm’s real estate and capital markets expertise across sourcing, underwriting, financing, asset management and disposition. The Company believes the flexibility of its investment strategy and its ability to actively manage assets position it to generate attractive long-term returns for stockholders across a range of market conditions.

The Company conducts substantially all of its business through our Operating Partnership and its subsidiaries. The Company, through a wholly-owned subsidiary, Great Ajax Operating LLC, is the sole general partner of the Operating Partnership. The Company has certain wholly-owned subsidiaries that it has elected to treat as TRSs under the Internal Revenue Code. These entities own an equity interest in the Former Manager, previously owned an equity interest in the Former Servicer and were also formed to own, maintain, improve and sell REO properties acquired by the Company. Great Ajax Funding LLC is a wholly-owned subsidiary of the Operating Partnership formed to act as the depositor of mortgage loans into securitization trusts and to hold the subordinated securities issued by such trusts and any additional trusts the Company may form for additional secured bonds payable. AJX Mortgage Trust I is a wholly-owned subsidiary of the Operating Partnership formed to hold mortgage

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loans used as collateral for financings under the Company’s repurchase agreements. In addition, the Company, through its Operating Partnership, holds REO properties acquired upon the foreclosure or other settlement of its owned NPLs.

Our Operating Partnership, through interests in certain entities as of December 31, 2025, owns 99.7% of Rithm Property Trust II REIT Inc. (formerly known as Great Ajax II REIT Inc.), which owns Great Ajax II Depositor LLC, which then acts as the depositor of mortgage loans into securitization trusts and holds subordinated securities issued by such trusts. The Operating Partnership wholly-owns Great Ajax III Depositor LLC, which was formed to act as the depositor for a single joint venture with our partners. We have securitized mortgage loans through these securitization trusts and retained subordinated securities from the secured bonds payable. These trusts are considered to be variable interest entities (“VIEs”), and we have determined that we are the primary beneficiary of the VIEs.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Our qualification as a REIT depends upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, and that our current intended manner of operation enables us to meet the requirements for taxation as a REIT for U.S. federal income tax purposes.

Recent Developments

In December 2025, as part of the execution of its CRE investment strategy, the Company acquired an indirect minority interest in PGOP, which through its affiliates and joint ventures owns the PGRE Portfolio, through the PGRE Investment. The PGRE Portfolio consists of ten properties: 1633 Broadway, 1301 Avenue of the Americas, 1325 Avenue of the Americas, 31 W 52nd Street, 712 Fifth Avenue, 1600 Broadway and 900 3rd Avenue in New York, New York and One Market Plaza, 300 Mission Street and One Front Street in San Francisco, California. The Company made an initial cash investment of $50.0 million and committed to make up to an additional $7.5 million of capital contributions under certain circumstances. The investment was approved by the Company’s independent directors and was funded with cash on hand.

On December 19, 2025, the Company’s Board of Directors approved the Reverse Stock Split, which was effected on December 30, 2025, of its Common Stock at a ratio of one share for every six shares issued and outstanding. Unless otherwise indicated, all share and per-share amounts in this Annual Report on Form 10-K have been retroactively adjusted to reflect the Reverse Stock Split.

In February 2026, the Company evaluated a potential common equity offering to finance the acquisition of commercial mortgage assets. In light of prevailing market conditions, the Company determined not to pursue the equity raise or the related acquisition at that time. The Company continues to evaluate capital markets activity and strategic investment opportunities intended to benefit stockholders.

OUR PORTFOLIO

The following table outlines the carrying value of our portfolio of mortgage loan assets, investments in securities, other investments and REO as of December 31, 2025 and 2024:

($ in millions)

December 31, 2025

December 31, 2024

Residential mortgage loans held-for-investment, net

$

362.8 

$

396.1 

Residential mortgage loans held-for-sale, net

29.4 

27.8 

Commercial mortgage-backed securities, at fair value

273.8 

246.6 

Residential mortgage-backed securities

189.9 

197.9 

Other investments

79.2 

30.5 

Real estate owned

1.4 

4.1 

$

936.5 

$

903.0 

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MARKET TRENDS AND OUTLOOK

Summary

The evaluation of economic trends continues to be clouded due to the impact of the 43-day government shutdown in the fourth quarter of 2025 that led to some reports being cancelled or delayed. For the first three quarters of 2025, real GDP growth was approximately 2.5%, which was slightly ahead of the pace seen in 2024, and estimates for the fourth quarter of 2025 suggest another strong growth quarter. The unemployment rate was 4.4% in December 2025, which was unchanged from September 2025, but above the 4.1% reading for December 2024. The Federal Reserve’s preferred inflation gauge, the Personal Consumption Expenditure price index (“core PCE”), was also unchanged from September 2025 to November 2025, at 2.8%, but down from 2024’s rate of 3.0% despite the imposition of tariffs on a wide range of goods and countries. The Federal Open Market Committee (“FOMC”) cut interest rates twice during the fourth quarter, lowering the target range from 4%-4¼% at the start of the quarter to 3½%-3¾% by the end of the fourth quarter of 2025 and for the year as a whole, the FOMC cut rates by 75 basis points. Longer-term Treasury yields were little changed during the fourth quarter of 2025 and despite continued uncertainty over the outlook for tariffs, equity prices continued to rise with the S&P 500 advancing by 2.3% during the quarter and by 16.4% for the year.

Inflation

Although inflation slowed during 2025, progress toward lower inflation stalled in the second half of the year as measured by the Federal Reserve’s preferred measure of core PCE. The 12-month increase in the overall Consumer Price Index (“CPI”) was 2.7% in December 2025 versus 3.0% in September 2025 and 2.9% in December 2024, while core CPI price inflation (i.e., excluding food and energy prices) for December 2025 stood at 2.6%, lower than the 3.0% core CPI inflation rate reported for September 2025, and down from 3.2% for December 2024. The Federal Reserve’s preferred measure of core PCE prices stood at 2.8% in November 2025, down only slightly from 2.9% in September 2025 and 3.0% in December 2024.

Treasury Yields

The nominal 10-year yield rose by two basis points during the quarter to 4.17% from 4.15% but fell from 4.58% at the end of December 2024. Much of the decline during 2025 was a result of lower real yields, as the yield on 10-year Treasury Inflation Protected Securities declined from 2.24% at the end of December 2024 to 1.93% at the end of December 2025.

Labor Markets

Job creation slowed during 2025, and the unemployment rate rose. However, the labor market showed some signs of stabilization during the fourth quarter of 2025. Average private sector payroll growth slowed from 57,000 per month during the third quarter to 29,000 jobs per month during the fourth quarter. For the year as a whole, payroll growth slowed to 61,000 jobs per month during 2025 from 130,000 per month in 2024 (although the Labor Department has indicated that job growth over the 12-month period ended March 2025 is expected to be revised down sharply). The unemployment rate increased from 4.1% at the end of 2024 to 4.4% at the end of 2025, but the rate in December 2025 was unchanged from September 2025. Slowing job creation appears to be a result of a reluctance to hire rather than due to an increase in layoffs as the layoff rate for 2025, at 1.1%, was unchanged from the average layoff rate in 2024.

Housing Market

Home sales remained at low levels in 2025. On a seasonally adjusted annual rate basis, existing home sales averaged 4.08, broadly in line with the 4.07 million pace observed in 2024. Levels of home sales showed signs of picking up during the fourth quarter of 2025 as mortgage rates declined, with existing home sales averaging 4.20 million in the fourth quarter (new home sales data for November and December remain delayed). However, home price growth slowed with the 12-month increase in the median resale price of an existing home at 0.4% in December 2025 compared to 5.8% in December 2024.

The FOMC lowered the federal funds rate target range by 25 basis points on December 10, 2025 and projected two further rate cuts for 2026, which was unchanged from its projections made in September 2024. Additionally, Federal Reserve Chairman Jerome Powell signaled monetary policy is now in the neutral range and that rates are likely to be on hold for several months unless there is a change in labor market fundamentals. The 30-year fixed mortgage rate fell to 6.27% at the end of the fourth quarter from 6.39% at the end of the third quarter of 2025 and from 6.85% at the end of 2024.

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Commercial Real Estate

The U.S. CRE market ended 2025 in a more functional (if still bifurcated) state than it began. Price discovery advanced through the year as the refinancing cycle forced transactions, recapitalizations and extensions into the open—tightening bid-ask spreads in many property types even as stress remained concentrated in assets with structural demand impairment or near-term capital needs. Three Federal Reserve cuts in 2025 and a policy rate now closer to neutral helped reduce “tail risk” in underwriting, but the market is still operating with higher-for-longer financing discipline: lower leverage, wider debt yields and a sharper penalty for cash-flow volatility.

Market Conditions & Sector Performance

Industrial & Retail: Industrial finished the year steady but more normalized. Leasing and rent growth are generally durable where demand is tied to logistics, manufacturing re-shoring, and supply-chain resilience, while development is increasingly constrained by capital costs—supporting medium-term balance. Retail remains one of the clearer fundamental stories: necessity-based and well-located centers continue to benefit from limited new supply and improved tenant health, while discretionary formats are more sensitive to consumer trade-down and occupancy cost pressures. Broadly, investor attention continues to skew toward “bond-like” retail cash flow and infill industrial assets with long-duration demand support.

Multifamily: Multifamily remains fundamentally supported by affordability constraints and household formation, but performance is uneven by market and vintage. Supply deliveries in select Sun Belt and high-growth metros are still pressuring rent growth and concessions, while insurance, taxes and operating expenses remain key net operating income swing factors. The market is increasingly underwriting “operations first”: durable occupancy and expense control matter more than rent growth assumptions.

Office: Office remains the clearest example of divergence. Trophy/amenitized product with strong location, liquidity and tenant quality is increasingly financeable, while commodity stock continues to face elevated vacancy, rollover risk and punitive refinancing terms. Distress is still working through the system, but the conversation has shifted from generalized capitulation to segmented outcomes—where building quality, capital plan and tenant mix determine whether a refinance is viable or a restructuring is inevitable. Office performance varies greatly based on market and location within specific markets, with cities like New York leading the way.

Capital Markets & Investment Trends

Credit is available, but it is selective and structurally different than the pre-2022 market. Banks remain cautious in new origination, particularly for office and transitional business plans, which continues to create a funding gap for refinancing and recapitalization capital. At the same time, securitized and institutional channels are increasingly active where collateral and sponsorship meet current standards. Private-label CMBS issuance strengthened meaningfully through 2025, and outlook commentary heading into 2026 points to continued issuance momentum even as distress remains elevated—especially in challenged property types and legacy vintages.

The next phase of the cycle is still defined by maturities and refinancing math. A substantial volume of commercial mortgages remains scheduled to mature through 2025 and beyond, reinforcing the market’s focus on extensions, paydowns and creative capital solutions (preferred equity, mezzanine, rescue capital and structured senior loans). In this environment, “transaction volume” is increasingly synonymous with liability management—recapitalizations and refinancings—rather than purely discretionary sales.

Outlook

We expect 2026 to be a year of continued normalization in the CRE market with both a market and asset-type specific rebound occurring. The most likely path is (i) gradually improving liquidity for “financeable” assets, (ii) ongoing pressure and resolution activity in structurally challenged segments and (iii) widening dispersion in outcomes driven by asset quality and capital structure. Research outlooks entering 2026 anticipate improved investment activity alongside continued volatility tied to policy, rates and sector-specific fundamentals. CMBS delinquency data still signals elevated stress overall, even as some categories can improve month-to-month—reinforcing that recovery will be uneven and credit work will remain active.

For a mortgage REIT such as Rithm Property Trust, this setup is constructive because the market continues to produce structured-credit opportunities with both yield and downside protection—particularly where traditional lenders are constrained and where sponsors need speed, certainty and flexibility. Consistent with the Company’s flexible CRE strategy—including originating and/or acquiring senior loans, subordinated debt, mezzanine loans, preferred equity, CMBS and other CRE-related investments, as well as potential servicing-related opportunities—2026 should continue to present attractive entry points to provide liquidity against real estate with durable cash flows, while selectively pursuing dislocation-driven situations where basis resets and improved documentation terms can enhance risk-adjusted returns.

43

FACTORS THAT MAY AFFECT OUR OPERATING RESULTS

Acquisitions — In light of certain financial challenges, including the significant losses we have previously incurred and potentially limited sources of financing, we expect our ability to acquire significant new commercial mortgage assets, including equity investments, in the near future to be limited.

Financing — We previously securitized our whole loan portfolios, primarily as a financing tool, when economically efficient to create long-term, fixed rate, non-recourse financing with moderate leverage, while retaining one or more tranches of the subordinate MBS so created. The secured bonds payable are structured as debt financings and not sales through a real estate mortgage investment conduit. We completed the securitization transactions pursuant to Rule 144A under the Securities Act of 1933, as amended, in which we issued notes primarily secured by seasoned, performing and NPLs primarily secured by first liens on one-to-four family residential properties. Currently there is substantial uncertainty in the securitization markets which has limited our access to financing.

Distributions — To qualify as a REIT under the Internal Revenue Code, we generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our stockholders. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities.

Expenses — Our expenses primarily consist of the fees and expenses payable by us under the Management Agreement and the servicing agreements transferred by our Former Servicer to Newrez pursuant to a Servicing Transfer Agreement (the “Servicing Agreements”). Additionally, our Former Manager incurred, and our Manager incurs, direct, out-of-pocket costs and expenses related to managing our business, which are contractually reimbursable by us. Additionally, pursuant to the Management Agreement, we also pay all of the Manager’s costs and expenses and reimburse the Manager (to the extent incurred by the Manager) on a monthly basis for the costs and expenses of providing services under the Management Agreement, including reimbursing the Manager or its affiliates, as applicable, for our allocable share of the compensation (whether paid in cash, stock or other forms), including annual base salary, bonus, any related withholding taxes and employee benefits, paid to the Manager for corporate finance, tax, accounting, middle office, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing our affairs. Loan transaction expense is the cost of performing due diligence on pools of mortgage loans. Professional fees are primarily for legal, accounting and tax services. Real estate operating expense consists of the ownership and operating costs of our REO properties and includes any charges for impairments to the carrying value of these assets, which may be significant. Interest expense, which is subtracted from our Interest income to arrive at Net interest income, consists of the costs to borrow money.

Changes in Market Interest Rates — Increases in interest rates, in general, may over time cause: (1) the value of our mortgage loan and MBS portfolio to further decline; (2) coupons on our ARMs and Hybrid ARM loans and MBS to reset, although on a delayed basis, to higher interest rates; (3) impact adversely our ability to securitize, re-securitize or sell our assets on attractive terms; (4) reduce the ability or desire of borrowers to refinance their loans; (5) mortgage related assets may become more illiquid during periods of interest rate volatility; (6) difficulties refinancing our securitizations and increases in the costs of our repurchase facility financings; (7) increase our financing costs as we seek to renew or replace borrowing facilities; and (8) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to increase. Conversely, decreases in interest rates, in general, may over time cause: (1) prepayments on our mortgage loan and MBS portfolio to increase, thereby accelerating the accretion of our purchase discounts; (2) the value of our mortgage loan and MBS portfolio to increase; (3) coupons on our ARM and Hybrid ARM mortgage loans and MBS to reset, although on a delayed basis, to lower interest rates; (4) the interest expense associated with our borrowings to decrease; and (5) to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to decrease.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions about future events that could affect the amounts reported in the financial statements and accompanying notes. Actual results could significantly differ from those estimates. The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the presentation of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

44

The mortgage and financial sectors operate in a challenging and uncertain economic environment. Financial and real estate companies continue to be affected by, among other things, market volatility, heightened interest rates and inflationary pressures. We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2025; however, uncertainty over the current macroeconomic conditions makes any estimates and assumptions as of December 31, 2025, inherently less certain than they would be absent the current economic environment. Actual results may materially differ from those estimates. Market volatility and inflationary pressures and their impact on the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition, results of operations, liquidity and ability to pay distributions.

Allowance for Credit Losses

We adopted ASU 2016-13, Financial Instruments - Credit Losses, otherwise known as credit losses under the current expected credit loss (“CECL”) impairment model using the prospective transition approach for purchased financial assets with credit deterioration on January 1, 2020. Under CECL, we determine the allowance for credit losses by comparing the contractual cash flows for our residential mortgage loans held-for-investment, investments in securities, held-to-maturity (“HTM”) and investments in beneficial interests by comparing the contractual cash flows to the projected cash flows as determined by management.

Acquired loans may be aggregated and accounted for as a pool of loans if the loans have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. We may adjust our loan pools as the underlying risk factors change over time. We have aggregated our mortgage loan portfolio into loan pools based on similar risk factors. Excluded from the aggregate pools are loans that pay in full subsequent to the acquisition closing date but prior to pooling. Securities HTM and beneficial interests are assessed at the individual security level.

To the extent actual loan performance differs from management’s expectations, our allowance for credit losses could increase or decrease. While no single factor determines the level of our allowance for credit losses, expected borrower performance and underlying property value are two key drivers that factor into our scenario based cash flow projections. Our historical data has demonstrated the number of payments made by a borrower, either in succession or as an aggregate, to be a significant factor in predicting repayment. Additionally, we include an estimate of underlying property value. Accordingly, if our delinquency estimate is overstated and our valuation estimates are overstated, there could be a negative impact on our allowance for credit losses.

Fair Value

Fair Value of financial instruments — A fair value hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are less active or not active for identical or similar assets or liabilities; or other inputs that are observable, such as interest rates, yield curves, volatilities, prepayment rates, loss severities, credit risks and default rates or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The degree of judgment utilized in measuring fair value generally correlates to the level of pricing observability. Assets and liabilities with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, assets and liabilities rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted by a number of factors, including the type of asset or liability, whether it is new to the market and not yet established, and the characteristics specific to the transaction.

45

Consolidation

The determination of whether to consolidate a VIE under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, management has conducted an analysis, on a case-by-case basis, of whether we are the primary beneficiary, the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, and are therefore required to consolidate the entity. Management continually reconsiders whether we should consolidate a variable interest entity. Upon the occurrence of certain events, management will reconsider its conclusion regarding the status of an entity as a variable interest entity.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 — Basis of Presentation and Significant Accounting Policies to our consolidated financial statements included in this Annual Report.

RESULTS OF OPERATIONS

Factors Impacting Comparability of Our Results of Operations

Our net loss attributable to common stockholders is primarily generated from net interest income, our operating expenses and other gains and losses, which are primarily related to unrealized and realized gains and losses on our commercial and residential mortgage and debt securities portfolios, including allowance for credit losses on our residential mortgages and beneficial interests, mark-to-market adjustments on RMBS and CMBS carried at fair value, and income from investments in affiliates.

Changes in various factors such as market interest rates, prepayment speeds, estimated future cash flows and credit quality could affect the amount of net interest income for a given period. Changes in market interest rates directly impact the borrowing cost on our repurchase financing agreements.

Our operating results may also be affected by credit losses in excess of initial estimates or unanticipated credit events experienced by borrowers whose mortgage loans underlie our investments in mortgage loans, beneficial interests, CMBS and realization of losses or gains from our legacy RMBS portfolio.

46

Summary of Results of Operations

The following table summarizes the changes in our results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. Our results of operations are not necessarily indicative of our future performance (dollars in thousands).

Year ended

Variance

($ in thousands)

December 31, 2025

December 31, 2024

Year-over-Year

Net Interest Income

Interest income

$

52,800 

$

52,874 

$

(74)

Interest expense

(37,387)

(43,572)

6,185 

Net interest income

15,413 

9,302 

6,111 

Expenses

Related party loan servicing fee

1,964 

4,175 

(2,211)

Related party management fee

6,253 

23,276 

(17,023)

Professional fees

3,612 

3,413 

199 

General and administrative

4,160 

9,026 

(4,866)

Total expense

15,989 

39,890 

(23,901)

Other Income (Loss)

Net change in the allowance for credit losses

7,003 

(5,087)

12,090 

Change in unrealized gain (loss) on residential mortgage loans held-for-sale, net

5,892 

(54,537)

60,429 

Fair value adjustment on mark-to-market liabilities

— 

3,078 

(3,078)

Other loss

(10,785)

(5,771)

(5,014)

Total other income (loss)

2,110 

(62,317)

64,427 

Income (Loss) Before Income Taxes

1,534 

(92,905)

94,439 

Income tax expense

60 

145 

(85)

Net Income (Loss)

1,474 

(93,050)

94,524 

Net income (loss) attributable to the noncontrolling interests

2 

(1,215)

1,217 

Net Income (Loss) Attributable to Rithm Property Trust Inc.

1,472 

(91,835)

93,307 

Dividends on Preferred Stock

4,212 

340 

3,872 

Net Loss Attributable to Common Stockholders

$

(2,740)

$

(92,175)

$

89,435 

For the discussion of results of operations for the year ended December 31, 2024, compared to year ended December 31, 2023, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2024, dated February 18, 2025, and filed with the SEC.

47

Net Interest Income

Table 1: Net Interest Income Detail

The net interest income for the years ended December 31, 2025 and 2024 are presented in the table below:

Year ended December 31,

Variance

($ in thousands)

2025

2024

Year-over-Year

Interest Income:

Residential mortgage loans held-for-investment

$

19,597 

$

31,802 

$

(12,205)

CMBS

16,585 

4,476 

12,109 

RMBS AFS and HTM

5,530 

7,611 

(2,081)

RMBS Beneficial interests

6,540 

5,178 

1,362 

Custodial float and Cash Balances

3,735 

3,610 

125 

Other

813 

197 

616 

Interest Income

$

52,800 

$

52,874 

$

(74)

Interest Expense:

Secured bonds and repurchase financing agreements related to RMBS and residential loans

$

(15,127)

$

(30,101)

$

14,974 

Repurchase financing agreements related to CMBS and commercial loans

(10,537)

— 

(10,537)

Unsecured notes, net

(11,723)

(10,989)

(734)

Convertible senior notes

— 

(2,482)

2,482 

Interest Expense

$

(37,387)

$

(43,572)

$

6,185 

Net Interest Income

$

15,413 

$

9,302 

$

6,111 

Net interest income increased by $6.1 million for the year ended December 31, 2025, as compared to the prior year, which was primarily driven by a $6.2 million decrease in interest expense, while interest income remained relatively consistent year-over-year.

Interest income remained relatively flat year-over-year, primarily attributable to a $12.2 million decrease in interest income on residential mortgage loans held-for-investment that was largely offset by a $12.1 million increase in interest income on CMBS. The increase in CMBS interest income reflects the reinvestment of proceeds from sales of residential mortgage loans and RMBS into CMBS investments with a higher net interest margin.

Interest expense decreased by $6.2 million for the year ended December 31, 2025 compared to the prior year, primarily driven by lower average debt balances and reduced financing costs. Secured bonds financing related to RMBS continued to pay down during the year, largely as a result of collateral runoff, and settlement of certain repurchase financing arrangements in connection with related loan sales in 2024. The decrease in interest expense related to RMBS and residential mortgage loans was partially offset by an increase in interest expense associated with the financing of CMBS and commercial loan investments. In addition, a decrease in interest rates on repurchase financing agreements during the year further contributed to the overall decline in interest expense.

48

Table 2: Average Balances

The average carrying balances of our portfolio and debt for the years ended December 31, 2025 and 2024 are included in the table below:

($ in thousands)

Year ended December 31,

Variance

2025

2024

Year-over-Year

Assets:

Average residential mortgage loan portfolio

$

405,166 

$

581,309 

$

(176,143)

Average carrying value of CMBS and RMBS

460,192 

318,994 

141,198 

Liabilities:

Average carrying value of repurchase financing agreements

$

364,741 

$

306,985 

$

57,756 

Average carrying value of secured bonds payable

241,356 

303,130 

(61,774)

The decrease in the average carrying value of the mortgage loan portfolio for the year ended December 31, 2025, as compared to the prior year was primarily due to loan sales and paydowns. Proceeds were largely redeployed into investments in CMBS, resulting in an increase in the average carrying value of CMBS and RMBS as the Company repositioned its balance sheet toward these investments.

The decrease in the average carrying value of secured bonds payable was primarily attributable to pay down associated with collateral runoff. In contrast, the average balance of repurchase financing agreements increased as repurchase financing agreement financing was utilized to fund a portion of the Company’s CMBS investments.

Expenses

Table 3: Expenses Detail

A breakdown of expenses for the years ended December 31, 2025 and 2024 is presented in the table below:

Year ended December 31,

Variance

($ in thousands)

2025

2024

Year-over-Year

Related party loan servicing fee

$

1,964 

$

4,175 

$

(2,211)

Related party management fee

6,253 

23,276 

(17,023)

Professional fees

3,612 

3,413 

199 

General and Administrative:

Borrowing related expenses

375 

429 

(54)

Service provider costs and share grants

564 

1,408 

(844)

Insurance

887 

1,326 

(439)

Taxes and regulatory expense

251 

780 

(529)

Directors' fees and grants

506 

691 

(185)

Other expense

1,577 

4,392 

(2,815)

General and administrative

4,160 

9,026 

(4,866)

Total Expenses

$

15,989 

$

39,890 

$

(23,901)

Total expenses decreased by $23.9 million for the year ended December 31, 2025, as compared to the prior year, primarily due to a $17.0 million decrease in related party management fees and a $4.9 million decrease in general and administrative expenses. The decrease in management fees was largely attributable to a $15.5 million management termination fee recorded in the year ended December 31, 2024 in connection with the termination of the Former Manager.

Related party loan servicing fees decreased by $2.2 million, reflecting the decline in the average balance of the mortgage loan portfolio due to loan sales and portfolio runoff. Professional fees remained relatively consistent year-over-year.

49

The decrease in general and administrative expenses was primarily driven by certain non-recurring expenses related to the Strategic Transaction recorded in 2024, including the accelerated vesting of approximately $2.8 million of deferred warrant facility expense presented within other expense, as well as lower insurance costs and regulatory expenses in 2025.

Other Income (Loss)

Table 4: Other Income (Loss) Detail

A breakdown of other income (loss) for the years ended December 31, 2025 and 2024 is provided in the table below:

Year ended December 31,

Variance

($ in thousands)

2025

2024

Year-over-Year

Net change in the allowance for credit losses

$

7,003 

$

(5,087)

$

12,090 

Change in unrealized gain (loss) on residential mortgage loans held-for-sale, net

5,892 

(54,537)

60,429 

Fair value adjustment on mark-to-market liabilities

— 

3,078 

(3,078)

Other:

Loss on sale of securities

(3,037)

(1,470)

(1,567)

Gain (loss) from changes in fair value of securities

(5,669)

1,565 

(7,234)

Gain (loss) on sale of mortgage loans

100 

(4,864)

4,964 

Impairment on real estate owned

(756)

(605)

(151)

Other

(1,423)

(397)

(1,026)

Total Other Income

$

2,110 

$

(62,317)

$

64,427 

Other income (loss) increased by $64.4 million for the year ended December 31, 2025 compared to the prior year, primarily driven by a $60.4 million of unrealized gains recognized on residential mortgage loans held-for-sale and a $12.1 million favorable change in the allowance for credit losses. This was partially offset by the fair value adjustment on mark-to-market liabilities, larger losses on sales of securities and losses from changes in fair value of securities.

The change in unrealized loss on residential mortgage loans recorded in 2024 was primarily attributable to the transfer of a substantial portion of the portfolio from held-for-investment to held-for-sale, which required the loans to be remeasured to the lower of cost or fair value at the time of reclassification. In addition, the improvement in the net change in the allowance for credit losses was primarily driven by the reversal in 2025 of the CECL related provision on beneficial interests recorded in 2024, which favorably impacted results of operations in the current year.

These favorable impacts were partially offset by a $3.1 million decrease in fair value adjustments on mark-to-market liabilities related to gains recognized on previously issued warrants in 2024 that did not recur following their exchange as part of the Strategic Transaction, and a $5.0 million increase in other losses. The increase in other losses was primarily attributable to higher realized and unrealized losses on debt securities in 2025 and write-downs related to the Company’s investment in Gaea Real Estate Corp., partially offset by losses on sales of mortgage loans recorded in 2024 that did not recur in the current year.

50

Residential Mortgage Loan Portfolio

Our loan portfolio activity for the years ended December 31, 2025 and 2024, is presented below:

Table 5: Loan Portfolio Activity

Year ended December 31,

2025

2024

($ in thousands)

Residential mortgage loans held-for-investment, net

Residential mortgage loans held-for-sale, net

Residential mortgage loans held-for-investment, net

Residential mortgage loans held-for-sale, net

Beginning carrying value

$

396,052 

$

27,788 

$

864,551 

$

55,718 

Accretion recognized

18,241 

— 

31,802 

— 

Payments received on loans, net

(51,172)

(2,411)

(67,128)

(9,996)

Net reclassifications (to) from residential mortgage loans held-for-sale, net

— 

— 

(428,029)

428,029 

Change in unrealized gain (loss) on residential mortgage loans held-for-sale, net

— 

5,892 

— 

(54,537)

Reclassifications to REO

(92)

(196)

(1,696)

(345)

Sale of mortgage loans

— 

(1,659)

— 

(388,590)

Net change in the allowance for credit losses

— 

— 

(1,112)

— 

Other

(200)

5 

(2,336)

(2,491)

Ending Carrying Value

$

362,829 

$

29,419 

$

396,052 

$

27,788 

Table 6: Loan Portfolio Composition

As of December 31, 2025 and 2024, our loan portfolio consisted of the following:

($ in thousands)

December 31, 2025

December 31, 2024

No. of Loans

2,436 

2,625 

Total UPB(1)

$

415,555 

$

454,893 

Interest-Bearing Balance

$

375,028 

$

413,130 

Deferred Balance(2)

$

40,527 

$

41,763 

Market Value of Collateral

$

1,280,098 

$

1,160,673 

Current Purchase Price/Total UPB

80.0 

%

80.0 

%

Current Purchase Price/Market Value of Collateral

31.9 

%

37.4 

%

Weighted Average Coupon

4.4 

%

4.5 

%

Weighted Average LTV(3)

41.3 

%

48.2 

%

Weighted Average Remaining Term (months)

262 

270 

(1)As of December 31, 2025 and 2024, our loan portfolio consisted of fixed rate (62.8% of UPB), ARM (6.4% of UPB) and Hybrid ARM (30.8% of UPB); and fixed rate (62.6% of UPB), ARM (7.3% of UPB) and Hybrid ARM (30.1% of UPB), respectively.

(2)Represents amounts that have been deferred in connection with a loan modification on which interest does not accrue. These amounts generally become payable at the time of maturity.

(3)UPB as of December 31, 2025 and 2024, divided by market value of collateral and weighted by the UPB of the loan.

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Table 7: Portfolio Characteristics

The following tables present certain characteristics about our mortgage loans by year of origination as of December 31, 2025 and 2024, respectively:

Portfolio at December 31, 2025:

Years of Origination

($ in thousands)

After 2008

2006 – 2008

2005 and prior

Number of loans

285 

1,386 

765 

UPB

$

48,008 

$

275,394 

$

92,153 

Percent of mortgage loan portfolio by year of origination

11.6 

%

66.2 

%

22.2 

%

Loan Attributes:

Weighted average loan age (months)

171.1 

227.5 

266.4 

Weighted average loan-to-value

40.7 

%

43.7 

%

34.5 

%

Delinquency Performance:

Current

75.3 

%

82.3 

%

81.6 

%

30 days delinquent

10.1 

%

8.7 

%

6.7 

%

60 days delinquent

— 

%

0.1 

%

0.3 

%

90+ days delinquent

5.7 

%

5.2 

%

6.7 

%

Foreclosure

8.9 

%

3.7 

%

4.7 

%

Portfolio at December 31, 2024

Years of Origination

($ in thousands)

After 2008

2006 – 2008

2005 and prior

Number of loans

304 

1,485 

836 

UPB

$

51,872

$

300,938

$

102,083

Percent of mortgage loan portfolio by year of origination

11.4 

%

66.2 

%

22.4 

%

Loan Attributes:

Weighted average loan age (months)

157.3 

215.3 

254.3 

Weighted average loan-to-value

46.8 

%

51.1 

%

40.3 

%

Delinquency Performance:

Current

76.7 

%

79.7 

%

76.9 

%

30 days delinquent

7.2 

%

10.8 

%

10.6 

%

60 days delinquent

0.1 

%

0.2 

%

0.4 

%

90+ days delinquent

9.6 

%

6.0 

%

8.0 

%

Foreclosure

6.4 

%

3.4 

%

4.1 

%

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Table 8: Loans by State

The following table identifies our mortgage loans for our top 10 states by number of loans, loan value, collateral value and percentages thereof as of December 31, 2025 and 2024 ($ in thousands):

December 31, 2025

December 31, 2024

State

Count

UPB

% UPB

Collateral

Value(1)

% of

Collateral

Value

State

Count

UPB

% UPB

Collateral

Value(1)

% of

Collateral

Value

CA

414 

$

117,380 

28.2 

%

$

341,107 

26.6 

%

CA

433 

$

127,133 

27.9 

%

$

325,507 

28.0 

%

FL

318 

51,038 

12.3 

%

173,348 

13.5 

%

FL

346 

55,550 

12.2 

%

157,625 

13.6 

%

NY

133 

38,119 

9.2 

%

108,189 

8.5 

%

NY

144 

41,757 

9.2 

%

101,167 

8.7 

%

NJ

128 

25,109 

6.0 

%

74,474 

5.8 

%

NJ

136 

27,374 

6.0 

%

63,381 

5.5 

%

MD

103 

22,476 

5.4 

%

49,838 

3.9 

%

MD

115 

25,083 

5.5 

%

45,794 

3.9 

%

VA

81 

15,520 

3.7 

%

42,565 

3.3 

%

VA

86 

17,108 

3.8 

%

37,916 

3.3 

%

IL

100 

15,344 

3.7 

%

35,835 

2.8 

%

IL

105 

16,741 

3.7 

%

32,072 

2.8 

%

GA

135 

14,098 

3.4 

%

48,399 

3.8 

%

TX

165 

13,487 

3.0 

%

44,561 

3.8 

%

TX

153 

11,986 

2.9 

%

46,420 

3.6 

%

GA

144 

15,227 

3.3 

%

44,549 

3.8 

%

NC

93 

10,745 

2.6 

%

37,760 

2.9 

%

MA

66 

12,756 

2.8 

%

34,866 

3.0 

%

Other

778 

93,740 

22.6 

%

322,163 

25.3 

%

Other

885 

102,677 

22.6 

%

273,234 

23.6 

%

2,436 

$

415,555 

100.0 

%

$

1,280,098 

100.0 

%

2,625 

$

454,893 

100.0 

%

$

1,160,672 

100.0 

%

(1)As of the reporting date.

LIQUIDITY AND CAPITAL RESOURCES

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 total cash and cash equivalents at December 31, 2025 was $79.3 million.

We also may have difficulty accessing the capital markets on favorable terms or at all. See “Risk Factors—Risks Related to Financing and Hedging—We may not be able to access financing sources on favorable terms, or at all, which could adversely affect our ability to execute our business strategy.” Additionally, market events, including inflation and the related Federal Reserve bank actions, may still adversely impact our future operating cash flows due to the inability of some of our borrowers to make scheduled payments on time or at all, and through increased interest rates on secured bonds payable and repurchase financing agreements.

During the year ended December 31, 2025, we issued 2,084,232 shares of 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series C Preferred Stock”), with 400,000 of such shares of Series C Preferred Stock sold to certain affiliates of the Manager at the public offering price of $25.00 per share. Total net proceeds to the Company from the issuance of the Series C Preferred stock were $50.8 million, after deducting underwriting discounts and offering expenses.

Our primary uses of funds are the payment of interest, management and servicing fees and other operating expenses, repayment of borrowings and payment of dividends on our Common Stock and Series C Preferred Stock. We must distribute annually at least 90% of our REIT taxable income to maintain our status as a REIT under the Internal Revenue Code. A portion of this requirement may be able to be met through stock dividends, rather than cash, subject to limitations based on the value of our Common Stock.

53

Currently, our primary sources of financing are repurchase financing agreements and secured bonds payable. As of December 31, 2025, our RMBS and CMBS portfolios had outstanding financing on repurchase financing agreements of $375.4 million which generally have 90-day terms and are subject to margin calls. Under repurchase financing agreements, we sell a security to a counterparty and concurrently agree to repurchase the same security at a later date for a higher specified price. The sale price represents financing proceeds and the difference between the sale and repurchase prices represents interest on the financing. The price at which the security is sold generally represents the market value of the security less a discount or “haircut,” which can range broadly. During the term of the secured financing agreement, the counterparty holds the security as collateral. If the agreement is subject to margin calls, the counterparty monitors and calculates what it estimates to be the value of the collateral during the term of the agreement. If this value declines by more than a de minimis threshold, the counterparty could require us to post additional collateral, or margin, in order to maintain the initial haircut on the collateral. This margin is typically required to be posted in the form of cash and cash equivalents. We seek to maintain adequate cash reserves and other sources of available liquidity to meet any margin calls or related requirements resulting from decreases in value related to a reasonably possible (in our judgment) change in interest rates.

Our mortgage loan portfolio is primarily financed through secured bonds payable. Under our secured bonds payable, we sell mortgage loans to a special purpose entity which then issues senior and subordinated notes secured by the mortgage loans. The notes are generally fixed rate and are non-recourse. The senior notes are subject to varying call provisions that we control. We hold the non-rated subordinate classes in all of our secured bonds payable.

We are not required by our investment guidelines to maintain any specific debt-to-equity ratio, and we believe that the appropriate leverage for the particular assets we hold depends on the credit quality and risk of those assets, as well as the general availability and terms of stable and reliable financing for those assets. We do, however, have debt covenants related to our various borrowing arrangements that have minimum liquidity and tangible net worth requirements, as well as maximum leverage ratio requirements. Generally, we are required to maintain minimum levels of Liquidity (as defined in the indenture governing our 2027 Notes) (in cash and cash equivalents) and tangible net worth of $30.0 million and $240.0 million, respectively. Similarly, our Consolidated Recourse Indebtedness to our Stockholders’ Equity ratio (as defined in the indenture governing the 2027 Notes) cannot exceed 4.0 to 1.0, excluding our secured bonds payable.

See Note 9 — Debt to the consolidated financial statements included in this Annual Report, for additional details on our financing arrangements.

Our ability to obtain borrowings and to raise future equity capital is dependent on our ability to access borrowings and the capital markets on attractive terms. We continually monitor market conditions for financing opportunities and at any given time may be entering or pursuing one or more of the transactions described above. Our Manager has extensive long-term relationships with investment banks, brokerage firms and commercial banks, which we believe enhances our ability to source and finance asset acquisitions on attractive terms and access borrowings and the capital markets at attractive levels.

Our ability to fund our operations, meet financial obligations and finance acquisitions may be impacted by our ability to secure and maintain our secured financing agreements, credit facilities and other financing arrangements. Because secured financing agreements and credit facilities are short-term commitments of capital, lender responses to market conditions may make it more difficult for us to renew or replace, on a continuous basis, our maturing short-term borrowings and have imposed, and may continue to impose, more onerous conditions when rolling such financings. If we are not able to renew our existing facilities or arrange for new financing on terms acceptable to us, if we default on our covenants or are otherwise unable to access funds under our financing facilities or if we are required to post more collateral or face larger haircuts, we may have to curtail our asset acquisition activities and/or dispose of assets.

With respect to the next 12 months, we expect that our cash on hand, combined with our cash flow provided by our investments and our ability to roll our repurchase financing agreements will be sufficient to satisfy our anticipated liquidity needs with respect to our current investment portfolio, including related financings, potential margin calls and operating expenses. Our ability to roll over short-term borrowings is critical to our liquidity outlook. We have a significant number of near-term maturities, which we expect to be able to refinance. If we cannot repay or refinance our debt on favorable terms, we will need to seek out other sources of liquidity. While it is inherently more difficult to forecast beyond the next 12 months, we currently expect to meet our long-term liquidity requirements through our cash on hand and, if needed, additional borrowings, proceeds received from secured financing agreements and other financings, proceeds from equity offerings and the liquidation or refinancing of our assets.

54

Cash Flows

The following table summarizes changes to our cash and cash equivalents and restricted cash for the periods presented:

Year ended

Variance

($ in thousands)

December 31, 2025

December 31, 2024

Year-over-Year

Net cash (used in) provided by operating activities

$

(8,305)

$

290 

$

(8,595)

Net cash (used in) provided by investing activities

(33,247)

297,275 

(330,522)

Net cash provided by (used in) financing activities

57,432 

(286,147)

343,579 

Net Change in Cash and Cash Equivalents and Restricted Cash

15,880 

11,418 

4,462 

Cash and Cash Equivalents and Restricted Cash, Beginning of Period

64,252 

52,834 

11,418 

Cash and Cash Equivalents and Restricted Cash, End of Period

$

80,132 

$

64,252 

$

15,880 

Operating Activities

Net cash from operating activities decreased by $8.6 million in the year ended December 31, 2025, as compared to net cash provided by operating activities in the year ended December 31, 2024. The decrease was primarily driven by lower cash inflows related to the collection of receivables from affiliates related to residential mortgage assets in 2025 as compared to 2024. This decrease was partially offset by higher net interest income and lower operating expenses during the year ended December 31, 2025.

Investing Activities

Net cash from investing activities decreased by $330.5 million in the year ended December 31, 2025, as compared to cash flow provided by investing activities in the year ended December 31, 2024. The $297.3 million of net cash provided by investing activities in the prior year was primarily driven by the sale of residential mortgage investments in connection with the repositioning of the investment portfolio. Net cash used in investing activities for the year ended December 31, 2025 of $33.2 million includes investments in a commercial loan and indirect minority interest in PGOP, partially offset by continued sales and collateral proceeds from the residential mortgage investment portfolio.

Financing Activities

Net cash from financing activities increased by $343.6 million in the year ended December 31, 2025, as compared to the prior year. During 2024, financing activities primarily reflected cash outflows associated with the redemption of the Company’s 2024 Notes and senior convertible notes. In contrast, financing activities during 2025 were primarily driven by the issuance of Series C Preferred Stock in the first quarter of 2025, as well as net inflows from repurchase financing arrangements.

For additional details on our cash flows for the periods presented, refer to the consolidated statements of cash flows.

DIVIDENDS

We may declare dividends based on, among other things, our earnings, our financial condition, our working capital needs, new opportunities and distribution requirements imposed on REITs. The declaration of dividends to our stockholders and the amount of such dividends are at the discretion of our Board of Directors.

We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to our shareholders to qualify as a REIT under the Internal Revenue Code. This distribution requirement limits our ability to retain earnings and thereby replenish or increase capital to support our activities. Dividends declared in the year ended December 31, 2025, were $11.0 million on Common Stock, and in the same period the Company accrued $4.2 million on Series C Preferred Stock dividend.

55

We will continue to monitor market conditions and the potential impact the ongoing volatility and uncertainty may have on our business. Our Board of Directors will continue to evaluate the payment of dividends as market conditions evolve, and no definitive determination has been made at this time. While the terms and timing of the approval and declaration of cash dividends, if any, on shares of our capital stock is at the sole discretion of our Board of Directors and we cannot predict how market conditions may evolve, we intend to distribute to our stockholders an amount equal to at least 90% of our REIT taxable income determined before applying the deduction for dividends paid and by excluding net capital gains consistent with our intention to maintain our qualification as a REIT under the Internal Revenue Code.

SUMMARY OF ISSUER AND GUARANTOR FINANCIAL STATEMENTS

The Company’s 2027 Notes are fully and unconditionally guaranteed, jointly and severally, by certain of its subsidiaries (the “Guarantors” and each a “Guarantor”). The guarantees are subject to release under certain customary circumstances as described in the indenture governing the 2027 Notes. In accordance with Rule 13-01 of Regulation S-X, the Company is providing summarized financial information for the Guarantors and the Operating Partnership on a combined basis.

Under the indenture governing the 2027 Notes, a subsidiary Guarantor’s guarantee will terminate upon: (i) the sale, exchange, disposition or other transfer (including by way of consolidation) of the subsidiary Guarantor or the sale or disposition of all or substantially all of the subsidiary Guarantor’s assets, in each case as permitted by the indenture, (ii) satisfaction of the requirements for legal or covenant defeasance or discharge of the 2027 Notes or (iii) the absence of any default or event of default under the indenture.

The following table presents summarized financial information for the Guarantors and our Operating Partnership on a combined basis after eliminating (i) intercompany transactions and balances among the Guarantor entities and (ii) equity in earnings from, and any investments in, subsidiaries that are non-guarantors:

($ in thousands)

December 31, 2025

December 31, 2024

Total Assets

$

278,568 

$

505,465 

Repurchase financing agreements

96,025 

291,140 

Unsecured notes, net

108,507 

107,647 

Other liabilities

17,566 

15,986 

Total Liabilities

222,098 

414,773 

Total equity

56,470 

90,692 

Total Liabilities and Equity

$

278,568 

$

505,465 

Year ended

($ in thousands)

December 31, 2025

December 31, 2024

Total gain on revenue, net

$

2,351 

$

20,873 

Management fees and loan servicing fees

1,603 

22,207

Other expenses

1,148 

6,215

Loss attributable to the Company

(400)

(7,549)

Dividends on Preferred Stock

1,286 

341

Net Loss Attributable to Common Stockholders

$

(1,686)

$

(7,890)

OFF-BALANCE SHEET ARRANGEMENTS

Other than our investments in RMBS and beneficial interests issued by joint ventures, our investment in a certain equity REIT and our investment in our Former Manager, we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide funding to any such entities. As such, we are not materially exposed to any market, credit, liquidity or financing risk that could arise if we had engaged in such relationships.

56

CONTRACTUAL OBLIGATIONS

For 2025, our contractual obligations include secured bonds payable, repurchase financing agreements and our 2027 Notes. For additional information on our borrowing obligations, please see “Note 9 — Debt” in our consolidated financial statements included in this Annual Report.