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A New York based real estate investment trust is asking public investors to help fund its next purchase. Rithm Property Trust Inc. (NYSE: RPT) announced it was starting a public offering of common stock, a move that will let the company raise fresh cash while giving its own parent organization a chance to deepen its stake at the same time.
The mechanics of the deal are fairly standard for a REIT of this size. Underwriters will have a 30 day window to purchase up to an additional 15% of the shares sold in the offering, a provision known as an over allotment option that gives banks room to cover extra investor demand without forcing the company to issue more stock than it needs. Seven firms are running the offering together, including Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, UBS Investment Bank, Wells Fargo Securities, LLC, BTIG, LLC, Keefe, Bruyette & Woods (a Stifel company), and Piper Sandler & Co (Rithm Property Trust 8-K, July 13, 2026).
What makes this offering more interesting than a typical share sale is who else is buying in. An affiliate of Rithm Capital Corp., which already externally manages Rithm Property Trust, has indicated it wants to purchase shares in a separate, concurrent private placement at the same price paid by public investors. According to the company’s prospectus supplement, if the public offering raises less than $300,000,000 in gross proceeds, Rithm’s affiliate has signaled interest in buying up to $200,000,000 worth of stock, an amount that could shift depending on the final size of the deal. That purchase is structured so Rithm’s total ownership of Rithm Property Trust’s common stock could climb as high as 33%. If that ceiling is reached, the remaining commitment would instead take the form of a new class of non voting convertible preferred stock, which would only convert into common shares once other stockholders approve the change.
That arrangement is worth pausing on, because it means the company’s own manager, through its parent, is effectively backstopping the offering. It is not unusual for an external manager or its affiliates to participate in a REIT’s capital raises, but the scale here, potentially a third of the company, shows how closely tied Rithm Property Trust’s fortunes remain to Rithm Capital’s broader platform.
As for what the money will actually buy, the company has been fairly direct. Proceeds from both the public offering and the private placement, combined with cash already on hand and borrowings under the company’s master repurchase facility, are earmarked for acquiring a portfolio of multifamily residential transition loans from Rithm Capital affiliates. In plain terms, these are short term loans tied to apartment properties that are being renovated, repositioned, or otherwise transitioned before they generate stable long-term income. The remaining proceeds will go toward other investments and general corporate.
Rithm Property Trust itself, formerly known as Great Ajax Corp., is a Maryland corporation that operates as an opportunistic commercial real estate investment platform. It qualifies as a REIT for federal income tax purposes and is externally managed by an affiliate of Rithm Capital, giving it access to the larger firm’s origination and underwriting infrastructure.
The offering is being made under an already effective shelf registration statement filed with the Securities and Exchange Commission, and is only available through a formal prospectus and prospectus supplement. Investors weighing whether to participate will want to watch how the final pricing lines up with Rithm’s ownership threshold, since that detail determines whether the private placement stays entirely in common stock or spills into the new preferred share class.
