Business: Rithm Property Trust Inc 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock liquidation preference $25 per share, redeemable at the issuer's option on or after 05/15/20230 at $25 per share plus accrued and unpaid dividends, and with no stated maturity. <p> Cumulative distributions of 9.875% per annum ($2.46875 per annum or $0.6171875 per quarter) will be paid quarterly on 2/15, 5/15, 8/15 & 11/15 to holders of record on the record date fixed by the board, not more than (__) days or less than (__) days prior to the payment date (NOTE: the ex-dividend date is the record date). From 05/15/2030 dividends will be paid at a floating rate of the Three-Month SOFR plus 5.56% per annum. In the event that three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero. <p> Dividends paid by preferreds issued by REITs are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. <p> Upon the occurrence of a change of control resulting in the common shares of the surviving entity no longer being listed on the NYSE, the AMEX or the Nasdaq exchanges the company will have the option to redeem the preferred shares at $25 per share plus accrued and unpaid dividends. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a change of control the holder will have the right to convert the preferred shares into common shares equal to the lesser of: the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference plus (y) the amount of any accrued and unpaid dividends up to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and a share cap of 15.72327, subject to certain adjustments.(see the prospectus for details). <p> This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.