Rithm Property Trust (RPT) vs Perpetual Life Residential Trust

Two registrants, one manager: how to tell them apart

Searches for “Rithm Property Trust” and “Rithm Perpetual Life Residential Trust” land on two different companies. The only things they share are the Rithm Capital Corp. brand, an address (799 Broadway, New York), the manager and an origination pipeline.

Three premises people bring to this search are wrong, and the filings say so:

• It is not an S-11 non-traded REIT. The trust filed a Form 10 on October 1, 2025 (amended November 25, 2025, accession 0001104659-25-115977), which registers its shares under the Exchange Act. Its shares are sold in “a continuous, unlimited private placement offering of our common shares to ‘accredited investors’.” That is why it files a 10-K and 10-Qs but has no prospectus. Compare it with the registered products in our non-traded REIT redemption status read and the 717 REIT-type issuers in private REITs on Form D.
• Neither one is a single-family-rental landlord. RPT's June 30, 2026 balance sheet is loans, mortgage-backed securities and commercial real estate stakes. The private trust's is two lines of loans. If rental homes are what you are after, the SEC-filing owners are in who owns US rental homes and Invitation Homes vs American Homes 4 Rent.
• They are not one company with a ticker and a private share class. They have separate boards, financials and shareholders. They are linked by the manager and by who sells them loans.

Rithm Property Trust (RPT): what the 10-Q and the cancelled offering show

RPT is Great Ajax Corp. under a new manager. Rithm bought $14.0 million of its stock in a transaction completed June 11, 2024, installed RCM GA Manager LLC, and the company “rebranded and changed its name to Rithm Property Trust Inc.” on December 2, 2024 (10-K for 2025). It says it “does not expect to make further investments in RPLs, NPLs or RMBS,” so the residential book that made Great Ajax is in run-off: $348.1 million of loans held for investment and $16.1 million held for sale at June 30, 2026 (our sum: $364.2 million), serviced since mid-2024 by Newrez, “an affiliate of Rithm and the Manager.”

What replaced it is commercial and multifamily:

• Securities and stakes. Commercial mortgage-backed securities fell from $273.8 million at December 31, 2025 to $84.4 million at June 30, 2026, a 69% drop (our arithmetic); residential securities stayed at $189.8 million; commercial real estate equity-method investments were $79.5 million. On December 19, 2025 it put $50.0 million into Rithm vehicles that own the Paramount Group office portfolio, about 3.9% of the limited partnership interests, with up to $7.5 million more committed.
• Genesis loans. In the second quarter it bought $103.0 million of residential transition loans, carried at $117.7 million on June 30 (11 loans, 10.2% weighted yield, none 90 days past due), loans “originated by Genesis and held by Rithm Loan Aggregation Trust,” which the 10-Q calls “both subsidiaries of Rithm and affiliates of the Company.” Genesis is the lender profiled in our Genesis Capital review. RPT's July 2026 prospectus supplement describes Genesis as “the second largest U.S. RTL lender with approximately $5.5 billion in total originations in the last twelve months ended March 31, 2026.”

The numbers a stock buyer weighs:

The $14.19 is a number to read carefully: it is a July price against a June 30 book value, and it is the only market price in the filings we saved. On July 13, 2026 RPT launched a $300,000,000 common stock offering; an affiliate of Rithm “has indicated an interest in purchasing $200,000,000” in a concurrent private placement. On July 21 the company “determined to terminate” it, citing current market conditions that were “not conducive for an offering on terms that would be in the best interests of the Company's stockholders,” and said it would not buy the multifamily loan portfolio “at this time.” It also did a 1-for-6 reverse split effective December 30, 2025, which cut 45,401,123 shares to about 7,566,853, so any older price history you see is not comparable. The management fee was $1.6 million in the second quarter and $3.2 million in the half, the incentive fee is 20% over an 8% book-value hurdle, and the board authorized up to $10.0 million of buybacks through March 1, 2027; it had bought 15,227 shares ($224 thousand) by June 30.

Rithm Perpetual Life Residential Trust: what it is

“Perpetual life” means the trust has no fixed end date and is not meant to liquidate or list: the 10-Q of August 10, 2026 calls it a “privately placed, non-listed, perpetual-life REIT” and says “there is no plan to list our securities on a national securities exchange.” It began operations at its first closing on December 1, 2025, and as of March 6, 2026 had 149 holders of record of Class J and 13 of Class E. Class E is for the adviser, its personnel and affiliates. Class J is sold “through a third-party distribution partner” to accredited investors, and the Class S, T, D, I and J-2 classes in the charter are authorized but, until it is a “publicly offered REIT” for tax purposes, the trust says it “intends to only issue Class J and Class E shares.”

Who runs it: sponsor Rithm Capital Corp., adviser RCM GA Manager LLC (advisory agreement dated November 18, 2025, two-year term, either side can end it on 60 days' notice without penalty), independent valuation by Phoenix Analytic Services, administration by HedgeServ, and three independent trustees paid $130.0 thousand a year each. The sponsor has agreed to buy Class E shares equal to the lesser of 5% of NAV and $20.0 million; by June 30, 2026 the adviser had contributed $6.2 million and held 309,241 Class E shares.

What Class J pays, and what the adviser earns

Two checks on the fee layer. First, the October 6, 2026 8-K says the adviser affiliate received 3,930.43 Class E shares “as payment for the adviser's monthly management fee ... of $79,808.56.” Class J NAV was $153,073 thousand on August 31; 0.625% a year on that, divided by 12, is $79,726 (our arithmetic), about 0.1% below the fee paid, which fits the “less distribution fees” mechanics. Second, the adviser has taken Class E shares for its fee in every monthly 8-K since May 2026 (from 2,750.98 shares in May to 3,930.43 in October, as NAV grew), and those shares are outside the repurchase caps, so under the plan's terms their shares do not queue with yours.

Not every cost is in NAV yet. The adviser advances organization and offering expenses and operating costs until the earlier of $200.0 million of aggregate NAV and December 1, 2026, then the trust reimburses them “ratably over the 60 months.” At June 30, 2026 the advanced, unamortized amounts were $2,741 thousand and $2,322 thousand, and the reconciliation shows NAV of $144,294 thousand against GAAP equity of $139,150 thousand. The $5.1 million difference is about $0.72 a share, or 3.6% of NAV (our arithmetic). NAV is also “not audited by our independent registered public accounting firm.”

NAV month by month, and the money coming in

Class J NAV has moved in a band of about $0.03 and ended at its lowest level of the nine months, $20.1448, down 0.12% from December (our arithmetic). Class E is $0.16 higher (our arithmetic) because it carries no distribution fee. The loan marks have not driven NAV: the trust elects fair value for its loans and its borrowings, and the 10-Q's second-quarter realized and unrealized results on both loan books were a combined loss of $591 thousand. Each month's NAV is released in an 8-K around the 15th of the next month, and the September 30 figure had not been filed on EDGAR when we read it on October 15.

Sales are the other half of the story. Each 8-K under Item 3.02 reports what was sold on the first business day of the month (the first one on the December 1, 2025 closing):

The eleven sales add up to about $163.1 million (our sum of the rounded figures). The first four add up to $111.0 million, which matches the 10-K's “gross proceeds of $111 million” through March 6, 2026 (our sum). After the first closing the peak month was March. Since June the monthly figures have been $12.5, $7.1, $8.6, $3.0 and $1.5 million, and October's $1.5 million is 95% below March (our arithmetic). The 10-Q notes a further 809,461 shares ($16.3 million) issued between July 1 and its filing, which includes reinvested distributions. The adviser's cost advances end by December 1, 2026 at the latest, and the trust's costs rise after that.

Distributions: $0.17 a month, and where it came from

The trust has declared $0.17 a share, net, for every month since January 2026 for both classes (declared January 30 through September 30; the September payment is “on or about October 20, 2026”). That is $2.04 a year, 10.1% of the $20.1448 Class J NAV and 10.0% of the Class E NAV (our arithmetic). The 10-Q for the first half says 59% of the $5,556 thousand declared was payable in cash ($3,255 thousand) and 41% was reinvestable ($2,301 thousand), and lists the sources: $4,616 thousand of operating cash flow (83%) and $940 thousand of interest receivable (17%). Against net income of $4,200 thousand, the half's distributions were 132% (our arithmetic). The 10-K already warned that the trust “may fund any distributions from sources other than cash flow from operations ... and we have no limits on the amounts we may pay from such sources.” The distribution tax character is a question for the 1099-DIV; see return of capital on REIT distributions and the year-end tax calendar for non-traded REIT holders.

Repurchases: a plan that has not yet been used

The terms in the 10-Q, in order of what limits you first:

1. The trust decides. “The Company is not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month.” Requests are monthly and settle on the last business day.
2. Class J waits two years. Holders of Class J “have agreed not to submit their Class J shares for repurchase until the date that is two years from the date of purchase.” The first Class J shares were sold at the December 1, 2025 closing, so the earliest Class J request under that lock is December 2027 (our reading).
3. Caps. Total repurchases are limited to 2% of aggregate NAV a month and 5% a quarter. At $161.0 million of NAV that is about $3.2 million a month and $8.1 million a quarter (our arithmetic).
4. Price. Prior month's NAV per share, with 95% of it paid for shares held under 12 months. The deduction is waived for death or qualified disability and “other limited circumstances.”
5. Board override. The board “may make exceptions to, modify or suspend” the plan, though the 10-K says it cannot fully terminate the plan “absent a liquidity event.”
6. Insiders sit outside. Shares issued to the adviser or affiliates for fees and expense reimbursements “are not subject to these repurchase limitations,” so their sales can be paid even when yours are prorated.

The 10-Q says: “During the three and six months ended June 30, 2026, no common shares were repurchased pursuant to the Company's share repurchase plan.” Nothing has yet tested whether the trust can honor requests: its transition loans have weighted original lives of 10 to 12 months, about 78% of its loans are financed with repurchase facilities (our arithmetic), and Churchill can end its funding period on 180 days' notice. Our non-traded REIT tender and repurchase read shows how the registered funds have behaved when requests rose.

Loans, leverage and the related-party chain

At June 30, 2026 the portfolio was:

• Residential transition loans: $380.2 million, 202 loans. Construction 41.4%, bridge 41.7%, renovation 16.9%. Weighted yield 7.7%, weighted original life 11 months, loan to value (or after-repair value) 65.0%. The trust also had $203.7 million of unfunded commitments to advance on existing loans. See our fix and flip loans read for how these loans perform at the borrower end.
• Non-qualified mortgages: $199.5 million, 449 loans. Weighted yield 6.0%, weighted average life 7.8 years. See non-QM loans.
• Cash $8.0 million and $23.2 million restricted.

In the second quarter it bought $98.0 million of RTLs and $51.0 million of NQMs and funded the purchases mostly with borrowings ($73.8 million and $40.5 million). The 10-K's stated target is 65% to 75% RTLs and 25% to 35% NQMs on an equity basis and an asset-level leverage ratio of 65% to 85%; it was 78.4% at December 31, 2025. Our own ratio from the monthly 8-Ks (secured financings over the two loan lines) has stayed between 77.5% and 80.6% since February. A 1% change in the fair value of the $672.7 million of loans, with the debt unchanged, is $6.7 million, or 4.2% of the $161.0 million NAV (our arithmetic).

The financing is two repurchase facilities: up to $500.0 million with Churchill MRA Funding I LLC (term SOFR plus a spread; Churchill “may end the ‘Funding Period’ on 180 days’ notice”) and up to $500.0 million with Wells Fargo Bank, National Association (maturity November 24, 2028). Both carry guaranties from the trust for “bad acts” that “may become full recourse.” Debt was $467.1 million at June 30, 2026 and $523.5 million at August 31.

The related-party chain, from the filings: the loans are originated by Genesis (a Rithm subsidiary) and “intended to be serviced by the Sponsor's affiliated businesses”; the adviser is a Rithm affiliate paid on NAV; the balance sheet shows $1.7 million due to the servicer, $5.1 million due to the adviser (net) and $7.3 million due to related parties in total at June 30, 2026; the trust says the sponsor's operating companies are where it intends to “acquire assets, including RTLs and NQMs.” The 10-K's risk factors list the conflict plainly: because the fee is on NAV, “the Adviser may also be motivated to accelerate investments in order to increase NAV or, similarly, delay or curtail repurchases to maintain a higher NAV.” Our Genesis review has the lender's own numbers; RPT buys from the same pipeline.

What the October 6, 2026 8-K says

The trust's latest filing on EDGAR when we read it on October 15, 2026 is the Form 8-K of October 6 (accession 0001628280-26-065197), with an event date of September 30, 2026:

• Item 3.02. On October 1, 2026 it sold 71,475.617 shares for about $1.5 million: 71,476 Class J shares for $1,467,909, including an “upfront selling commission of $28,047.24” (about 1.9% of the consideration, our arithmetic).
• Adviser fee. It issued 3,930.43 Class E shares to Rithm Perpetual Life Residential Investor LLC, “an affiliate of the Company's adviser,” for the monthly management fee of $79,808.56.
• Item 7.01. On September 30, 2026 it declared $0.1700 a share for Class J and Class E, gross and net, with no servicing fee, payable on or about October 20 to holders of record that day, in cash or reinvested.

What the 8-K does not say: the September 30 NAV, any repurchase request or payment, or any change in terms. The September 30 NAV 8-K is the next datapoint.

What a holder or reader can do with this

• If you are offered Class J: ask for the written terms on the four things that cost you or lock you: the up-to-2.0% upfront commission, the 0.625% distribution fee, the two-year lock, and the 5% deduction and 2%/5% caps behind it. Ask how repurchase requests would be handled, given that none have been paid so far.
• If you own it: the next NAV 8-K (September 30) and the third-quarter 10-Q (for September 30, 2026) will show whether the $0.17 payout is still tracking income and whether monthly sales stabilized near $1.5 million.
• If you hold it in an IRA: the 10-K says the trust intends to limit investment by “Benefit Plan Investors” to under 25% of each class; whether your IRA counts and whether there is room is a question for the adviser and your custodian, as is how the account is valued at December 31.
• If you bought RPT because of the name: you own a listed REIT whose stock traded at about 47% of book, with a dividend its own preliminary results did not cover and a cancelled offering; there is no NAV and no repurchase plan, only the market. Compare the mechanics in non-traded versus publicly traded REITs.
• Questions for the adviser or broker: is my class's fee waiver permanent; how much of NAV is the advanced-cost reimbursement; what share of the loans is current, and can I see a past-due schedule, since the 10-Q has no table of loans by days past due (our reading).

FAQ

All figures are from SEC filings read on EDGAR on October 15, 2026. Rithm Perpetual Life Residential Trust (CIK 2081628): Form 10-12G filed October 1, 2025 (0001104659-25-095649); Form 10-K for 2025 (0001628280-26-015484); Form 10-Q for June 30, 2026 (0001628280-26-055103); the monthly NAV 8-Ks filed January 15 to September 15, 2026; the Item 3.02 and 7.01 8-Ks filed January 8 to October 6, 2026 (accessions in the sales table). Rithm Property Trust Inc. (CIK 1614806): Form 10-K for 2025 (0001614806-26-000010); Form 10-Q for June 30, 2026 (0001614806-26-000020); 8-Ks of December 19 and 30, 2025, July 13 and July 21, 2026; the July 13, 2026 preliminary prospectus supplement (0001104659-26-083180). Ratios, sums, per-share book value, yields, leverage, caps in dollars and the 47%, 95%, 132% and 78% figures are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.