RPT on NYSE
Rithm Property Trust Inc.
American real estate investment trust based in Baltimore, active since 20142
In its 2026 annual report the company says: “The Company focuses on investments in the CRE sector.”5 Its shares trade on NYSE under the symbol RPT.2
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Last updated Oct 21, 2026.
Overview
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- TickerRPT on NYSE2
- IndustryReal Estate Investment Trusts2
- HeadquartersBaltimore, United States2
- Incorporated inMD3
- Business address799 Broadway, Floor 8, New York, Ny 100223
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formStock Corporation2
- LEI5493004ID2QQWNGDYC182
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O THE CORPORATION TRUST INCORPORATED, 21093 Baltimore, United States2
- Registered withBusiness Services (Maryland Department of Assessments and Taxation), D156591702
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Rithm Property Trust (formerly Great Ajax Corp.), a Maryland corporation, is an externally managed REIT formed on January 30, 2014, and capitalized on March 28, 2014, by its then sole stockholder, Aspen Yo LLC, an affiliate of the Aspen Capital group of companies. The Company focuses on investments in the CRE sector.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Income tax100¢$145.0K
Out of -$55.5M in revenue.76 The company lost money this year.
Where each dollar of operating cash went, fiscal 2024
- Kept or used elsewhere100¢$290.0K
Out of $290.0K of cash from operations.6
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Revenue | $64.9M8 | $63.6M9 | $77.9M10 | $35.6M10 | -$17.1M7 | -$55.5M7 |
| Operating expenses | $34.4M10 | $35.4M10 | $29.7M7 | $39.9M6 | ||
| Interest | $59.3M8 | $48.7M9 | $36.7M10 | $43.6M10 | $59.3M10 | |
| Income before tax | $42.1M10 | -$12.1M10 | -$46.7M7 | -$92.9M6 | ||
| Income tax | $124.0K8 | -$39.0K9 | $293.0K10 | $2.8M10 | $243.0K7 | $145.0K6 |
| Net income | $34.7M8 | $28.5M9 | $41.9M10 | -$15.0M10 | -$47.1M7 | -$91.8M6 |
| Earnings per share | $1.748 | $1.009 | $1.4810 | -$1.2410 | -$2.017 | -$13.766 |
| Earnings per share (diluted) | $1.598 | $1.009 | $1.4110 | -$1.2410 | -$2.017 | -$13.766 |
| Shares (weighted, basic) | 22.9M shares10 | 22.7M shares10 | 24.3M shares7 | 6.7M shares6 | ||
| Shares (weighted, diluted) | 30.3M shares10 | 23.0M shares10 | 24.3M shares7 | 6.7M shares6 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Cash | $64.3M13 | $107.1M8 | $84.4M9 | $47.8M10 | $52.8M7 | $64.3M6 |
| Total assets | $1.6B13 | $1.7B8 | $1.8B9 | $1.5B10 | $1.3B7 | $977.3M6 |
| Total liabilities | $1.2B13 | $1.1B8 | $1.3B9 | $1.1B10 | $1.0B7 | $730.6M6 |
| Retained earnings | $66.4M9 | $13.3M10 | -$54.4M7 | -$158.0M6 | ||
| Shareholders’ equity | $359.9M13 | $485.4M8 | $497.3M9 | $335.3M10 | $308.9M7 | $246.9M6 |
| Shares outstanding | 22.1M shares13 | 23.0M shares8 | 23.1M shares9 | 23.1M shares10 | 27.5M shares7 | 7.6M shares6 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Cash from operations | -$15.0M8 | -$14.1M9 | -$18.2M10 | $1.1M10 | -$46.5M7 | $290.0K6 |
| Stock-based compensation | $200.0K10 | $350.0K10 | $88.0K10 | |||
| Capital spending | $09 | $277.0K10 | $27.0K10 | $010 | ||
| Free cash flow | -$14.1M | -$18.5M | $1.1M | -$46.5M | ||
| Cash from investing | -$50.2M10 | $223.1M10 | $172.8M7 | $297.3M6 | ||
| Dividends paid | $26.3M13 | $17.5M13 | ||||
| Share buybacks | $08 | $436.0K9 | $16.0K10 | $4.7M10 | $010 | |
| Cash from financing | $45.7M10 | -$260.8M10 | -$121.4M7 | -$286.1M6 | ||
| Dividend per share | $0.839 | $0.9110 | $1.0610 | $0.767 | $1.686 |
Corporate structure
Rithm Property Trust Inc. sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Rithm Property Trust Inc.
- Rithm Capital Filed SCHEDULE 13D/A on Rithm Property Trust Inc., latest Aug 7, 2026 (4 filings since Jun 18, 2024)
- VANGUARD GROUP INC Filed SCHEDULE 13G on Rithm Property Trust Inc., latest Mar 27, 2026 (2 filings since Jul 29, 2025)
- Bay Pond Partners, L.P. Filed SCHEDULE 13G/A on Rithm Property Trust Inc., latest Feb 10, 2026 (6 filings since Feb 6, 2023)
- Beach Point Capital Management LP Filed SCHEDULE 13G/A on Rithm Property Trust Inc., latest Nov 7, 2025 (5 filings since Feb 9, 2024)
- Wellington Management Company Filed SC 13G/A on Rithm Property Trust Inc., latest Nov 8, 2024 (4 filings since Feb 4, 2022)
- ELLINGTON MANAGEMENT GROUP LLC Filed SC 13G/A on Rithm Property Trust Inc., latest Oct 1, 2024 (3 filings since Oct 30, 2023)
- FMR LLC Filed SC 13G/A on Rithm Property Trust Inc., latest May 10, 2024 (4 filings since Feb 9, 2022)
- Magnetar Financial LLC Filed SC 13G/A on Rithm Property Trust Inc., latest Mar 11, 2024 (2 filings since Sep 12, 2022)
- Almitas Capital LLC Filed SC 13G/A on Rithm Property Trust Inc., latest Feb 14, 2024 (3 filings since Feb 14, 2022)
- Ithan Creek Master Investors (Cayman), L.P. Filed SC 13G/A on Rithm Property Trust Inc., latest Feb 8, 2024 (3 filings since Feb 4, 2022)
- BlackRock Filed SC 13G/A on Rithm Property Trust Inc., latest Dec 6, 2023 (4 filings since Feb 3, 2022)
- Magnetar Xing He Master Fund Ltd Filed SC 13G/A on Rithm Property Trust Inc., latest Sep 12, 2022
- Rithm Property Trust Inc. Baltimore, Maryland, United States
- AJX Mortgage Trust I Subsidiary · Delaware, United States
- Great Ajax II Depositor LLC Subsidiary · Delaware, United States
- Great Ajax II Operating Partnership L.P. Subsidiary · Delaware, United States
- Great Ajax III Depositor LLC Subsidiary · Delaware, United States
- Great Ajax Operating Partnership L.P. Subsidiary · Delaware, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Rithm Property Trust Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $79.3M6 Dec 31, 2025 | $64.3M6 Dec 31, 2024 | +23.5% |
| Debt securities held to maturity | $46.0M7 Dec 31, 2024 | $59.7M7 Dec 31, 2023 | −22.9% |
| Equity securities at fair value | $29.9M7 Dec 31, 2024 | $07 Dec 31, 2023 | |
| Stakes in other companies (equity method) | $79.2M6 Dec 31, 2025 | $538.0K6 Dec 31, 2024 | +14615.2% |
Properties, in its own words
Our principal executive offices are located at 799 Broadway, 8th Floor, New York, New York 10003, and are shared with our Manager and our Servicer. The lease for these premises expires on June 30, 2033, and the lease obligations are borne by our Manager or Servicer, as applicable; we do not incur lease costs for these premises. We do not own any material real property.
Item 2 of the 10-K filed Feb 18, 2026.5
Leadership
Who has led Rithm Property Trust Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerMichael Nierenberg Jun 17, 2024 to Jun 17, 202414
- Chief executive officerLawrence Mendelsohn Feb 12, 2015 to Dec 15, 202215
- PresidentRussell Schaub Feb 12, 2015 to Aug 10, 202216
- Chief financial officerNicola Santoro Jr. May 7, 2025 to now17
- Chief financial officerMary B. Doyle Apr 19, 2016 to Dec 14, 202218
- Chief financial officerGlenn J. Ohl Feb 12, 2015 to May 12, 201519
Board members and other officers (10)
- Board memberMichael Nierenberg Jun 17, 2024 to Jun 17, 202414
- Board memberMary Haggerty Mar 10, 2021 to May 8, 202320
- Board memberPaul M. Friedman Jul 19, 2016 to now21
- Board memberDaniel Jay Hoffman Feb 12, 2015 to Aug 19, 202422
- Board memberJohn Kirk Ogren Jr. Feb 12, 2015 to May 8, 202323
- Board memberJonathan Bradford Handley Jr. Feb 12, 2015 to May 8, 202324
- Board memberLawrence Mendelsohn Feb 12, 2015 to Dec 15, 202215
- Board memberSteven L. Begleiter Feb 12, 2015 to Feb 12, 201525
- Board memberJohn C. Condas Feb 19, 2015 to May 8, 202326
- Board memberRussell Schaub Feb 23, 2015 to Aug 10, 202227
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- AJX Mortgage Trust I Delaware4
- Great Ajax II Depositor LLC Delaware4
- Great Ajax II Operating Partnership L.P. Delaware4
- Great Ajax III Depositor LLC Delaware4
- Great Ajax Operating Partnership L.P. Delaware4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- Great Ajax Corp.Jul 25, 2014 to Nov 13, 20243
Timeline
- Jul 28, 20268-K Results of operations28
- Jul 21, 20268-K Other events29
- Jul 13, 20268-K Results of operations; Regulation FD disclosure; Other events30
- Jun 2, 20268-K Executive or director change; Shareholder vote31
- May 19, 20268-K Entered a material agreement32
- Apr 24, 20268-K Results of operations33
- Feb 13, 20268-K Results of operations34
- Feb 5, 20268-K Regulation FD disclosure35
- Jan 23, 20268-K Financial statements and exhibits36
- Dec 30, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed37
- Dec 19, 20258-K Completed an acquisition or sale38
- Dec 19, 20258-K Regulation FD disclosure; Other events39
- Jun 17, 2024New chief executive Michael Nierenberg becomes CEO14
- Feb 12, 2015New chief executive Lawrence Mendelsohn becomes CEO15
- Jan 30, 2014Founded Rithm Property Trust Inc. is founded2
Calendar
Coming up
- Oct 21, 2026 · After the closeReports results for the quarter ending Sep/202640
When it reported results
- Jul 28, 2026Reported quarterly or annual results28
- Jul 13, 2026Reported quarterly or annual results30
- Apr 24, 2026Reported quarterly or annual results33
- Feb 13, 2026Reported quarterly or annual results34
- Oct 31, 2025Reported quarterly or annual results41
- Jul 24, 2025Reported quarterly or annual results42
- Apr 28, 2025Reported quarterly or annual results43
- Jan 30, 2025Reported quarterly or annual results44
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
221 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 47 major events, 59 insider forms, 41 large holders, 54 other. The latest 20:
- Aug 7, 20264 EDGAR
- Aug 7, 2026SCHEDULE 13D/A EDGAR
- Jul 31, 202610-Q EDGAR
- Jul 28, 20268-K EDGAR
- Jul 21, 20268-K EDGAR
- Jul 14, 2026424B5 EDGAR
- Jul 13, 20268-K EDGAR
- Jun 2, 20268-K EDGAR
- May 19, 20268-K EDGAR
- May 1, 202610-Q EDGAR
- Apr 30, 20264 EDGAR
- Apr 24, 20268-K EDGAR
- Apr 21, 2026ARS EDGAR
- Apr 21, 2026DEFA14A EDGAR
- Apr 21, 2026DEF 14A EDGAR
- Mar 27, 2026SCHEDULE 13G EDGAR
- Feb 18, 202610-K EDGAR
- Feb 17, 20264 EDGAR
- Feb 17, 2026SCHEDULE 13D/A EDGAR
- Feb 13, 20268-K EDGAR
The 221 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
6 open-market trades by officers, directors and large owners since October 2021: 1 buys and 5 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 4, 2025 | Rithm Capital Corp.10% owner | Buy | 400,000 | $25.00 | $10.0M | Form 4 |
| Dec 13, 2022 | Doyle Mary BChief Financial Officer | Sale | 3,612 | $7.56 | $27.3K | Form 4 |
| Aug 31, 2022 | Litowitz Alec N10% owner | Sale | 2,000,000 | $24.23 | $48.5M | Form 4 |
| Jul 26, 2022 | Magnetar Financial LLC10% owner | Sale | 200,000 | $24.53 | $4.9M | Form 4 |
| Jun 28, 2022 | Magnetar Financial LLC10% owner | Sale | 800,000 | $24.90 | $19.9M | Form 4 |
| Jun 17, 2022 | Supernova Management LLC10% owner | Sale | 200,000 | $24.48 | $4.9M | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Rithm CapitalSCHEDULE 13D/A, 4 filings Jun 18, 2024 to Aug 7, 202645
- VANGUARD GROUP INCSCHEDULE 13G, 2 filings Jul 29, 2025 to Mar 27, 202646
- Bay Pond Partners, L.P.SCHEDULE 13G/A, 6 filings Feb 6, 2023 to Feb 10, 202647
- Beach Point Capital Management LPSCHEDULE 13G/A, 5 filings Feb 9, 2024 to Nov 7, 202548
- Wellington Management CompanySC 13G/A, 4 filings Feb 4, 2022 to Nov 8, 202449
- ELLINGTON MANAGEMENT GROUP LLCSC 13G/A, 3 filings Oct 30, 2023 to Oct 1, 202450
- FMR LLCSC 13G/A, 4 filings Feb 9, 2022 to May 10, 202451
- Magnetar Financial LLCSC 13G/A, 2 filings Sep 12, 2022 to Mar 11, 202452
- Almitas Capital LLCSC 13G/A, 3 filings Feb 14, 2022 to Feb 14, 202453
- Ithan Creek Master Investors (Cayman), L.P.SC 13G/A, 3 filings Feb 4, 2022 to Feb 8, 202454
- BlackRockSC 13G/A, 4 filings Feb 3, 2022 to Dec 6, 202355
- Magnetar Xing He Master Fund LtdSC 13G/A, 1 filing Sep 12, 202256
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Mary Doyle | $254.2K57 | ||
| 2024 | Mary Doyle | $481.7K | $646.1K57 | |
| 2023 | Mary Doyle | $419.8K | $654.4K57 |
SEC filer profile
How Rithm Property Trust Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARRithm Property Trust Inc.1
- CIK0001614806
- Employer ID (EIN)46-52118705
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
- Incorporated inMaryland5
- Fiscal year endsDecember 311
- Industry code (SIC)6798 Real Estate Investment Trusts1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address799 Broadway, Floor 8, New York, NY 100221
- Phone(646) 868-54831
- Shares outstanding7,772,564 as of Jul 28, 202612
- Public float$104.3M as of Jun 30, 20255
- AuditorErnst & Young LLP, New York, New York PCAOB ID 42; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceJul 25, 20141
- Filings646 in all: 4 (231), 8-K (101), SC 13G/A (55), 10-Q (35), SC 13G (24), 3 (19), UPLOAD (19), CORRESP (18)1
All 43 form types
424B5 (17), EFFECT (14), 10-K (12), DEF 14A (12), DEFA14A (9), S-3 (9), FWP (6), S-11/A (5), S-3/A (5), ARS (4), DRS/A (4), SCHEDULE 13G/A (4), 8-A12B (3), DRSLTR (3), POS AM (3), SC 13D/A (3), SCHEDULE 13G (3), 424B3 (2), 5 (2), CERTNYS (2), D (2), D/A (2), DRS (2), PRE 14A (2), S-11 (2), SC 13D (2), SCHEDULE 13D/A (2), 144 (1), 25-NSE (1), 424B4 (1), 425 (1), 8-K/A (1), CERT (1), S-3D (1), S-8 (1)
- Latest filingsAnnual report (10-K) Feb 18, 2026
Quarterly report (10-Q) Jul 31, 2026
Proxy statement (DEF 14A) Apr 21, 2026
Latest 8-K (8-K) Jul 28, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, par value $0.01 per share | RPT | New York Stock Exchange |
| 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | RPT.PRC | New York Stock Exchange |
From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks Rithm Property Trust Inc. names in Item 1A of its 10-K filed Feb 18, 2026: 74 risks under these headings, as written.5
- Risks Related to Our Business
- We depend on a manager to run our business, and if the Manager is unable to conduct our investment activities properly, there could be a material adverse effect on our business.
- We expect to continue to incur consolidated net losses from our mortgage asset holdings.
- Many of our investments may be illiquid, and this lack of liquidity has in the past and could continue to significantly impede our ability to vary our portfolio in response to changes in economic and other conditions or to realize the value at which such investments are carried if we are required to dispose of them.
- CRE-related investments that are secured by commercial real property are subject to delinquency, foreclosure and loss, which could result in losses and could materially adversely affect our business, financial condition, results of operations and/or cash flows.
- We invest in commercial mortgage loans which are non-recourse in nature and include limited options for financial recovery in the event of default; an event of default may adversely affect our results of operations and financial condition.
- Investments in CRE companies are subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses.
- The PGRE Investment exposes us to additional risks related to the office real estate industry.
- We will have little control over the PGRE Investment and will be dependent on third parties to manage our investment, and our investment will be illiquid.
- There are certain risks associated with the servicers of CRE loans.
- There are certain risks associated with an investment in CMBS.
- Difficult conditions in the mortgage, CRE and residential real estate markets, as well as general market concerns, have adversely affected the value of the assets in which we invest and these conditions continue to persist for the foreseeable future.
The other 63 risks
- A significant portion of our residential mortgage loans may become NPLs, which could further increase the significant losses we have incurred to date.
- We own higher risk loans, which are more expensive to service than conventional mortgage loans, and a change in delinquencies for the loans we own could adversely affect our business, financial condition and/or results of operations.
- The principal and interest payments on our MBS are not guaranteed by any entity and, therefore, are subject to increased risks, including credit risk.
- Our CRE loans will be subject to the ability of the commercial property owner to generate net income from operating the property as well as the increased risks of delinquency and foreclosure.
- Our CRE loans in respect of smaller multi-family residential properties or smaller mixed use retail/residential properties may be subject to defaults, foreclosure timeline extension, fraud, commercial price depreciation and unfavorable modification of loan principal amount, interest rate and amortization of principal.
- We may be materially and adversely affected by risks affecting borrowers in which our investments may be concentrated at any given time, as well as from unfavorable changes in the related geographic regions.
- Changes in the underwriting standards by Freddie Mac, Fannie Mae or the Federal Housing Administration (the “FHA”) could make it more difficult to refinance our purchased mortgage loans.
- The whole residential mortgage loans and other residential mortgage assets in which we have invested are subject to risk of default, among other risks.
- If we acquire and subsequently re-sell any whole mortgage loans, we may be required to repurchase such loans or indemnify investors if we breach representations and warranties.
- We are subject to counterparty risk and may be unable to seek indemnity or require our counterparties to repurchase mortgage loans if they breach representations and warranties, which could cause us to suffer losses.
- Certain investments in portfolios of whole mortgage loans and other mortgage assets may require us to purchase less desirable mortgage assets as part of an otherwise desirable pool of mortgage assets, which could subject us to additional risks relating to the less desirable mortgage assets.
- To the extent that due diligence is conducted on potential assets, such due diligence may not reveal all of the risks associated with such assets and may not reveal other weaknesses in such assets, which could lead to losses.
- The failure of a seller of mortgage loans to provide all the necessary documentation to us could adversely affect our ability to leverage our assets or otherwise service the mortgage loans that we will own.
- Market conditions may affect our ability to securitize assets, which could increase our financing costs and adversely affect our results of operations and ability to make distributions.
- Prepayment rates can change, adversely affecting the performance of our assets and our ability to reinvest the proceeds thereof.
- The real estate assets and real estate-related assets we invest in are subject to the risks associated with real property.
- The allocation of capital among our mortgage loans may vary, which may adversely affect our financial performance.
- Our use of models in connection with the valuation of our assets and determination of the timing and amount of cash flows expected to be collected subjects us to potential risks in the event that such models are incorrect, misleading or based on incomplete information.
- Valuations of some of our assets will be inherently uncertain, may be based on estimates, may fluctuate over short periods of time and may differ from the values that would have been used if a ready market for these assets existed.
- An increase in interest rates may cause a decrease in the amount of certain of our target assets that are available for acquisition, which could adversely affect our ability to acquire target assets that satisfy our investment objectives and to generate income and pay dividends.
- An increase in interest rates may cause a decrease in the ability of our borrowers to refinance their existing mortgages and may cause additional economic distress for borrowers with mortgages subject to changes in interest rates, causing our cash collections to decrease, and our anticipated resolution timelines to increase.
- The failure of our Servicer to service our assets effectively would materially and adversely affect us.
- The Servicer’s operations are heavily regulated at the U.S. federal, state and local levels, and its failure to comply with applicable regulations could materially adversely affect our expenses and/or results of operations. There is no assurance that we could replace the Servicer with servicers that satisfy our requirements or with whom we could enter into agreements on satisfactory terms.
- We rely on the Servicer for our loss mitigation efforts relating to mortgage loan assets, which loss mitigation efforts may be unsuccessful or not cost-effective.
- Contingent or unknown liabilities could materially and adversely affect us.
- We may be required to make determinations of a borrower’s creditworthiness based on incomplete information or information that we cannot verify, which may cause us to purchase or originate loans that we otherwise would not have purchased or originated and, as a result, may negatively impact our business or reputation.
- Our inability to compete effectively in a highly competitive market could adversely affect our ability to implement our business strategy, which could materially and adversely affect us.
- We are highly dependent on communications and information systems operated by third parties, and systems failures could significantly disrupt our business and negatively impact our operating results.
- Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
- Interest rate fluctuations and shifts in the yield curve may cause losses.
- Security breaches and other cybersecurity incidents could result in a loss of data, business interruptions, regulatory actions and increased costs, each of which could materially adversely effect on our business and results of operations.
- We are subject to risks of loss from weather conditions, man-made or natural disasters and climate change.
- 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.
- We use leverage in executing our business strategy, which may adversely affect the return on our assets and may reduce cash available for distribution to our stockholders and increase losses when economic conditions are unfavorable.
- We may not be able to achieve our optimal leverage or target leverage ratios.
- Non-recourse long-term financing structures, such as securitizations, expose us to risks that could result in losses to us.
- Our failure to comply with covenants contained in any debt agreement, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our operating results and our financial condition.
- Hedging against interest rate changes and other risks may materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
- Risks Related to Regulatory and Legislative Actions
- RCM GA is subject to regulation under the Investment Advisers Act as a registered investment adviser.
- We operate in a highly regulated industry and continually changing U.S. federal, state and local laws and regulation could materially adversely affect our business, financial condition and results of operations.
- We may be unable to operate within the parameters that allow us to be excluded from regulation as a CPO, which would subject us to additional regulation and compliance requirements, and could materially adversely affect our business and financial condition.
- Certain jurisdictions require licenses to purchase, hold, enforce or sell residential mortgage loans. In the event that any such licensing requirement is applicable, and we are not able to obtain such licenses in a timely manner or at all, our ability to implement our business strategy could be adversely affected, which could materially and adversely affect us.
- We could be subject to liability for potential violations of predatory lending laws, which could materially adversely affect our business, financial condition and/or results of operations and our ability to make distributions to our stockholders.
- Changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.
- Changes in applicable laws or noncompliance with applicable law could materially and adversely affect us.
- Risks Related to Our Management and Our Relationship with Our Manager and the Servicer
- We have conflicts of interest with the Manager and the Servicer, and certain members of our Board of Directors, as well as our management team, and have, or could have in the future, conflicts of interest due to their respective relationships with these entities, and such conflicts could be resolved in a manner adverse to us.
- Rithm’s failure to appropriately manage or address conflicts of interest could damage its and our reputation and adversely affect our business, financial condition and/or results of operations.
- Our Board of Directors has approved a very broad investment policy and guidelines for our Manager and will not review or approve each investment decision. Our Board of Directors may change our investment policy and guidelines without stockholder consent, which may materially and adversely affect the market price of our Common Stock and and preferred stock and our ability to make distributions to our stockholders.
- The Newrez Servicing Agreement was not negotiated at arm’s length.
- Risks Related to Our Organizational Structure
- Maintenance of our exclusion from regulation as an investment company under the Investment Company Act imposes significant limitations on our operations.
- The ownership limit in our charter may discourage a takeover or business combination that may have benefited our stockholders.
- We may change our investment strategy, investment guidelines and asset allocation without notice or stockholder consent which may result in riskier investments. In addition, our charter provides that our Board of Directors may authorize us to revoke or otherwise terminate our REIT election without the approval of our stockholders.
- Our stockholders’ ability to control our operations is limited.
- Certain provisions of Maryland law could inhibit a change in our control.
- Our authorized but unissued Common Stock and preferred stock may prevent a change in control of the Company.
- Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interest.
- Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.
- Our charter generally does not permit ownership in excess of 9.8% of our Common Stock or of our stock of all classes and series based on value or number of shares, and attempts to acquire our stock in excess of the stock ownership limit will be ineffective unless an exemption is granted by our Board of Directors. These provisions may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares of common stock.
- Conflicts of interest could arise in the future as a result of our structure.
- Risks Related to Our Stock
- The market price of our Common Stock and preferred stock may fluctuate, and you could lose all or part of your investment.
- Our Common Stock share price has been and may continue to be volatile.
- The preparation of our consolidated financial statements involves the use of estimates, judgments and assumptions, and our consolidated financial statements may be materially affected if such estimates, judgments and assumptions prove to be inaccurate.
- If we fail to establish and maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud.
Legal proceedings
Neither we nor any of our subsidiaries are party to, nor is any of our property the subject of, any material pending legal or regulatory proceedings. We and our affiliates may be involved, from time to time, in legal proceedings that arise in the ordinary course of business.
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 16SEC EDGARRussell Schaub, President
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- 20SEC EDGARMary Haggerty, Board member
- 21SEC EDGARPaul M. Friedman, Board member
- 22SEC EDGARDaniel Jay Hoffman, Board member
- 23SEC EDGARJohn Kirk Ogren Jr., Board member
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- 25SEC EDGARSteven L. Begleiter, Board member
- 26SEC EDGARJohn C. Condas, Board member
- 27SEC EDGARRussell Schaub, Board member
- 28SEC EDGARResults of operations
- 29SEC EDGAROther events
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- 32SEC EDGAREntered a material agreement
- 33SEC EDGARResults of operations
- 34SEC EDGARResults of operations
- 35SEC EDGARRegulation FD disclosure
- 36SEC EDGARFinancial statements and exhibits
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- 38SEC EDGARCompleted an acquisition or sale
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