Rithm Property Trust (RPT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2026, with four main proposals: election of directors, ratification of the independent auditor, advisory approval of executive compensation, and approval of a new omnibus incentive plan.

• Shareholders of record as of April 13, 2026, are eligible to vote, with each share entitled to one vote per proposal.

• Proxy materials are primarily distributed electronically to enhance efficiency and sustainability.

Voting matters and shareholder proposals

• Four director nominees are up for election to serve until the 2027 annual meeting.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026 is proposed.

• Advisory vote on executive compensation (say-on-pay) is included.

• Approval of the 2026 Omnibus Incentive Plan, reserving 400,000 shares for equity awards, is proposed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of four directors, three of whom are independent under NYSE and SEC rules.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• Directors are elected annually; the board is not classified.

• Overboarding policy and regular executive sessions of independent directors are in place.

• Code of Business Conduct and Ethics and anti-hedging/pledging policies are enforced.