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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________to________________

Commission File Number: 000-56783


Rithm Perpetual Life Residential Trust
(Exact name of registrant as specified in its charter)

Maryland

39-7059385

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

799 Broadway

New York

10003

(Address of principal executive offices)

(Zip Code)


(212)			850-7770
(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2026, the registrant had 6,493,563 common shares of beneficial interest, $0.01 par value per share, outstanding consisting of 6,260,862 Class J common shares and 232,701 Class E common shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

References herein to “Rithm Perpetual Life Residential Trust,” “Company,” “we,” “us,” or “our” refer to Rithm Perpetual Life Residential Trust, together with its feeder vehicles, if any, and consolidated subsidiaries unless the context specifically requires otherwise. References herein to “Sponsor” refer to Rithm Capital Corp., a publicly-traded real estate investment trust. References herein to “Adviser” refer to RCM GA Manager LLC, a Delaware limited liability company, and an affiliate of the Sponsor, and the Company’s external adviser.

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about our business and prospects, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “plan,” “should,” “potential,” “expect,” “intend,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “continue,” “could,” “project,” “predict,” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate, and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved.

Our business, financial condition, results of operations, net income and prospects, and our ability to satisfy our debt obligations or make distributions to our shareholders are subject to numerous risks, and the following summarizes the principal risks that may materially adversely affect the foregoing. The following should be carefully read in conjunction with the more complete discussion of risk factors we face set forth in the Part I, Item 1A. “Risk Factors” section of our Annual Report on Form 10-K for the period ended December 31, 2025 (the “2025 Form 10-K”). These risks include, among others:

Risks Related to Our Business and Operations

•We have a limited operating history, and there is no assurance that we will be able to successfully achieve our investment objectives.

•We face risks associated with the deployment of our capital.

•We are dependent on the Adviser and its affiliates and their key personnel who provide services to us through the advisory agreement between us and the Adviser, dated as of November 18, 2025 (the “Management Agreement”), and we may not find a suitable replacement for the Adviser if the Management Agreement is terminated, or for these key personnel if they leave us or otherwise become unavailable to us.

•The Adviser manages our portfolio pursuant to very broad investment guidelines and generally is not required to seek the approval of our Board of Trustees (our “Board”) for each investment, financing or asset allocation decision made by it, which may result in our making riskier investments and, in turn, may materially and adversely affect us.

•There is no public trading market for our shares; therefore, your ability to dispose of your shares will likely be limited to repurchase by us. If you do sell your shares to us, you may receive less than the price you paid.

•Your ability to have your shares repurchased is limited. We may choose to repurchase fewer shares (or none at all) than have been requested to be repurchased, in our discretion at any time, and the amount of shares we may repurchase is subject to caps. Further, our Board may make exceptions to, modify or suspend our share repurchase plan if it deems such action to be in our best interest.

•We may fund any distributions from sources other than cash flow from operations, including, without limitation, the sale of or repayment under our assets, borrowings or offering proceeds, and we have no limits on the amounts we may pay from such sources.

Risks Related to Our Structure and Organization

•Our shareholders generally have limited voting rights.

•Our Amended and Restated Declaration of Trust does not provide for the annual election of trustees by our shareholders and contains provisions that could make removal of our trustees difficult, which could make it difficult for our shareholders to effect changes to our management.

Risks Related to Our Investments Generally

•Our loans and other investments expose us to risks associated with debt-oriented real estate investments generally.

•Residential mortgage loans and other pools of residential mortgage loans that we may acquire are subject to delinquency, foreclosure and loss, which could result in losses to us.

•Our success depends on the availability of attractive investment opportunities.

•We operate in a highly competitive market for investment opportunities and competition may limit our ability to originate and/or acquire desirable investments in our target assets and could also affect the pricing of these assets. Additionally, our business may be impacted by economic, market and political conditions, including, but not limited to, geopolitical tensions or conflicts, such as the conflict in Iran, wars, tariffs, ongoing inflation, government shutdowns, increased market volatility and governmental intervention in the mortgage and credit markets.

•Real estate valuation is inherently subjective and uncertain.

•Declining real estate valuations and impairment charges could materially and adversely affect our business, financial condition, results of operations and cash flows.

Risks Related to Specific Investments

•The residential transition loans (“RTLs” and each, an “RTL”) in which we may invest may be subject to a greater risk of loss than conventional mortgage loans.

•Risks of cost overruns and non-completion of renovations of properties in transition may result in significant losses.

•We may face risks related to lower credit quality loans.

•We may be subject to risks associated with construction lending, such as declining real estate values, cost overruns and delays in completion.

•The non-qualified mortgage loans (“NQMs” and each, an “NQM”) in which we invest are subject to increased risk of loss compared to other investments.

Risks Related to Debt Financing

•The amount of our debt may subject us to increased risk of loss and could materially adversely affect us.

•We may not be able to earn returns on loans we make in excess of the interest we pay on our borrowings.

•For our borrowed money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.

•We may not be able to access financing sources on attractive terms which could adversely affect our ability to execute our business plan.

Risks Related to our Relationship with the Adviser and the Management Agreement

•We depend on the Adviser to select our investments and otherwise conduct our business, and any material adverse change in its financial condition or our relationship with the Adviser could have a material adverse effect on us.

•There are conflicts of interest in our relationships with the Adviser, which could result in outcomes that are not in our best interests.

Risks Related to our REIT Status and Certain Other Tax Items

•Our failure to qualify as a real estate investment trust (“REIT”) would subject us to United States (“U.S.”) federal income tax and potentially increased state and local taxes, which would reduce the amount of our income available for distribution to our shareholders.

•REIT distribution requirements could adversely affect our ability to execute on our strategies and may require us to incur debt, sell assets or take other actions to make such distributions.

We caution that you should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as otherwise required by law, we do not undertake to publicly update or revise any forward-looking statements, including (but not limited to) as a result of new information or future events.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
FORM 10-Q

INDEX

									PAGE
Part 1. Financial Information
Item 1. Financial Statements (Unaudited)									1
Consolidated Balance Sheets									1
Consolidated Statement of Operations									2
Consolidated Statement of Changes in Shareholders’ Equity									3
Consolidated Statement of Cash Flows									4
Notes to Consolidated Financial Statements									5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations									21
Item 3. Quantitative and Qualitative Disclosures About Market Risk									28
Item 4. Controls and Procedures									28
Part II. Other Information
Item 1. Legal Proceedings									30
Item 1A. Risk Factors									30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds									30
Item 3. Defaults Upon Senior Securities									31
Item 4. Mine Safety Disclosures									31
Item 5. Other Information									31
Item 6. Exhibits									32
Signatures									33

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share and per share data)


	March 31, 2026 (Unaudited)		December 31, 2025
Assets
Residential transition loans, at fair value(1)	$	319,172	$	176,584
Residential mortgage loans, at fair value(1)	156,107		87,630
Cash and cash equivalents	3,358		638
Restricted cash(1)	17		7,007
Accounts receivable and other assets(1)	4,272		4,594
Total Assets	$	482,926	$	276,453
Liabilities and Shareholders’ Equity
Liabilities
Secured financings, at fair value(1)	$	368,185	$	207,084
Due to related parties(1)	5,644		11,134
Accounts payable and other liabilities(1)	2,086		1,038
Total Liabilities	375,915		219,256
Commitments and Contingencies (Note 11)
Shareholders’ Equity
Common shares, Class J shares, par value $0.01 per share; 5,292,622 and 2,847,900 shares issued and outstanding, respectively	52		28
Common shares, Class E shares, par value $0.01 per share; 227,743 and 159,850 shares issued and outstanding, respectively	3		2
Additional paid-in capital	108,207		59,916
Accumulated deficit	(1,251)		(2,749)
Total Shareholders’ Equity	107,011		57,197
Total Liabilities and Shareholders’ Equity	$	482,926	$	276,453

(1)The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). VIE assets can only be used to settle obligations and liabilities of the VIEs. VIE creditors do not have recourse to Rithm Perpetual Life Residential Trust. See Note 7 for further details.

See notes to consolidated financial statements.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(dollars in thousands, except share and per share data)


	Three Months Ended March 31,
	2026
Revenues
Interest income	$	7,228
Total Revenues	7,228
Expenses
Interest expense	(3,860)
General and administrative expenses	(1,410)

Management fees	(129)
Financing fees	(260)
Total Expenses	(5,659)
Other Income (Loss)
Realized and unrealized gain on residential transition loans, at fair value	300
Realized and unrealized loss on residential mortgage loans, at fair value	(371)
Total Other (Loss) Income	(71)
Net Income and Comprehensive Income	$	1,498

Net Income per Class of Common Share
Class J basic and diluted	$	1,414
Class E basic and diluted	84

Net Income per Share of Common Share
Class J basic and diluted	$	0.35
Class E basic	0.41
Class E diluted	0.39
Weighted Average Number of Common Shares Outstanding
Class J basic and diluted	4,076,898
Class E basic	204,401
Class E diluted	214,151

The Company was formed on July 31, 2025. There were no operations during the three months ended March 31, 2025.

See notes to consolidated financial statements.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(dollars in thousands, except share and per share data)


	Three Months Ended March 31, 2026
	Common Shares
	Class J Shares	Class E Shares	Class J Par Value		Class E Par Value		Additional Paid-in Capital		Accumulated Deficit		Total Shareholders’ Equity
Balance at December 31, 2025	2,847,900	159,850	$	28	$	2	$	59,916	$	(2,749)	$	57,197
Common shares issued	2,421,589	64,333	24		1		50,035		—		50,060
Offering costs	—	—	—		—		(129)		—		(129)
Distribution reinvestment	23,133	336	—		—		473		—		473
Distribution declared on common shares	—	—	—		—		(2,202)		—		(2,202)
Management fees paid in shares	—	3,224	—		—		65		—		65
Share-based compensation	—	—	—		—		49		—		49
Net income	—	—	—		—		—		1,498		1,498
Balance at March 31, 2026	5,292,622	227,743	$	52	$	3	$	108,207	$	(1,251)	$	107,011

The Company was formed on July 31, 2025. There were no operations during the three months ended March 31, 2025.

See notes to consolidated financial statements.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(dollars in thousands)


	Three Months Ended March 31,
	2026
Cash Flows From Operating Activities
Net income	$	1,498
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Realized and unrealized gain on residential transition loans, at fair value	(300)
Realized and unrealized loss on residential mortgage loans, at fair value	371
Share-based compensation	49
Changes in Assets and Liabilities:
Accounts receivable and other assets	(1,500)
Accounts payable and other liabilities	110
Due to related parties	1,517
Net cash provided by operating activities	1,745

Cash Flows From Investing Activities
Residential transition loan acquisition and funding activities	(160,725)
Residential mortgage loan acquisition and funding activities	(73,563)
Residential transition loan paydowns	13,552
Residential mortgage loan paydowns	4,350
Net cash used in investing activities	(216,386)

Cash Flows From Financing Activities
Borrowings under secured financings	181,032
Repayments of secured financings	(19,931)
Proceeds from issuance of common shares	50,060
Distributions to shareholders	(790)
Net cash provided by financing activities	210,371
Net decrease in cash and cash equivalents and restricted cash	(4,270)
Cash and cash equivalents and restricted cash, beginning of period	7,645
Cash and cash equivalents and restricted cash, end of period	$	3,375

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents	$	3,358
Restricted cash	17
Total Cash and Cash Equivalents and Restricted Cash	$	3,375

Supplemental Disclosure of Noncash Investing and Financing Activities:
Distribution reinvestment	$	473
Management fee paid in shares	$	65

The Company was formed on July 31, 2025. There were no operations during the three months ended March 31, 2025.

See notes to consolidated financial statements.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

1. ORGANIZATION

Rithm Perpetual Life Residential Trust (the “Company”) was formed on July 31, 2025 as a Maryland statutory trust and intends to elect and qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2025. The Company’s sponsor is Rithm Capital Corp. (“Rithm” or the “Sponsor”). RCM GA Manager LLC (the “Adviser”), an affiliate of Rithm, serves as the external adviser to the Company pursuant to the advisory agreement between the Company and the Adviser (the “Management Agreement”). The Company will become a “publicly offered REIT” upon filing of its 2025 federal tax return.

The Company’s investment strategy is to invest primarily in North America in asset-based finance opportunities. The Company is initially focusing on residential transition loans (“RTLs”), which are generally short-term loans to finance a property's acquisition or rehabilitation, and non-qualified mortgage loans (“NQMs”) and may also invest across a range of other assets and investment types, including, but not limited to, investments in scratch-and-dent loans which are loans that have become ineligible for sale to government-sponsored entities, non-performing loans and reperforming loans, closed-end second loans, manufactured housing loans, synthetic and/or credit risk transfers, consumer loans, equity and other securities, including collateralized loan obligation securities and other collateralized products and other opportunistic credit investments, in each case subject to compliance with the applicable REIT tax requirements and the applicable provisions of the U.S. Investment Company Act of 1940, as amended and the rules thereunder. Such investments may take the form of debt securities, warrants, options, other derivative instruments and other asset types, including equity-linked securities and, on an opportunistic basis, equity securities.

In December 2025, the Company launched a private placement offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) (such private placement offering, the “Private Offering”). The Company sells common shares monthly in the Private Offering at a price generally equal to the prior month's net asset value (“NAV”) per share as determined pursuant to the valuation guidelines adopted by the Company's board of trustees (the “Board”), plus applicable fees and commissions. NAV is not a measure used under accounting principles generally accepted in the U.S. (“GAAP”), and the valuation of and certain adjustments to the Company's assets and liabilities used in the determination of NAV will differ from GAAP. The Company's Class S, Class T, Class D and Class I shares (each as defined in Note 8) are generally available for issuance in the Private Offering. Class J and Class J-2 shares (each as defined in Note 8) are available through a third-party distribution partner. Class E shares (as defined in Note 8) are only expected to be held by the Adviser, its personnel and its affiliates.

The Company had not commenced operations during the prior-year period of January 1, 2025 through March 31, 2025.

2. SIGNIFICANT ACCOUNTING POLICIES

The Company believes the following significant accounting policies, among others, affect its significant estimates and assumptions used in the preparation of the consolidated financial statements.

Basis of Accounting — The accompanying consolidated financial statements are prepared in accordance with GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the full fiscal year. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated. The Company consolidates entities classified as a VIE in which it is determined to be the primary beneficiary.

Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Management believes that estimates utilized in the preparation of the consolidated financial statements are reasonable. The most critical estimates include those related to fair value measurements of the Company’s assets and liabilities. Actual results could differ from those estimates, and such differences could be material.

Risks and Uncertainties — In the normal course of its business, the Company primarily encounters two significant types of economic risk: credit risk and market risk. Credit risk is the risk of default on the Company’s investments that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

in the value of investments due to changes in prepayment rates, interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying the Company’s investments. Taking into consideration these risks along with estimated prepayments, financings, collateral values, payment histories and other information, the Company believes that the carrying values of its investments are reasonable. Furthermore, for each of the periods presented, a significant portion of the Company’s assets are dependent on its servicers’ and subservicers’ abilities to perform their servicing obligations with respect to the RTLs and NQMs.

Consolidation — The Company consolidates entities in which the Company has a controlling financial interest. The Company evaluates whether it holds a variable interest in an entity and whether that entity is a VIE. Entities are classified as VIEs, if the equity investors either do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, are unable to direct the entity’s activities or are not exposed to the entity’s losses or entitled to its residual returns. The Company consolidates a VIE when it is the primary beneficiary of a VIE, where, it has a controlling financial interest in the entity, which is defined as (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant. In circumstances where an entity does not have the characteristics of a VIE, it would be considered a voting interest entity (“VOE”). The Company would consolidate a VOE where the Company has a majority equity interest and has control over significant operating, financial and investing decisions of the entity. The Company reassesses the classification of such entities when there is a substantive change in the entity’s governing documents, contractual arrangements, capital structure or activities. The Company also continuously reassesses whether it remains appropriate to consolidate any VIE or VOE.

Cash and Cash Equivalents and Restricted Cash — Cash and cash equivalents includes cash maintained in one or more custodian bank accounts. The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025, restricted cash was $17.1 thousand and $7.0 million, respectively. Restricted cash consists of cash balances subject to contractual or legal restrictions on use. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.

Residential Transition Loans and Residential Mortgage Loans — The Company’s loan portfolio primarily consists of RTLs and residential mortgage loans, specifically, NQMs.

The Company has elected to apply the fair value option for all RTLs and residential mortgage loans. The fair value option provides an election which allows a company to irrevocably elect fair value for certain financial assets and liabilities on an instrument-by-instrument basis. The Company elected the fair value option for these loans to better align reported results with the underlying economic changes in value of the loans on the Company’s consolidated balance sheets. Furthermore, as a result of the election to apply the fair value option, these loans are not subject to an allowance for credit losses under the current expected credit losses impairment model. The Company reports the change in the fair value of RTLs and NQMs within realized and unrealized gain (loss) on residential transition loans, at fair value and realized and unrealized gain (loss) on residential mortgage loans, at fair value, respectively, in the consolidated statement of operations.

RTLs include construction holdback and interest reserve when funded on the consolidated balance sheets. The construction holdback represents amounts withheld from the funding of construction loans and released as the project progresses. The interest reserve represents amounts withheld from the funding of certain mortgage loans in order to satisfy monthly interest payments for all or part of the term of the related loan. Accrued interest is paid out of the interest reserve and recognized as interest income on a monthly basis.

RTLs can be placed in contractual default status for (i) an interest payment that is more than 30 days past due or sooner, if collection is considered doubtful, (ii) a loan that matures and the borrower fails to make payment of all amounts owed or extend the loan or (iii) the collateral that becomes impaired in such a way that the ultimate collection of the loan receivable is doubtful. The accrual of interest income is suspended when a loan is in contractual default unless the interest is paid in cash or collectability of all amounts due is reasonably assured. In addition, in certain instances, where the interest reserve on a current loan has been fully depleted and the interest payment is not expected to be collected from the borrower, the Company may place a current loan on non-accrual status and recognize interest income on a cash basis. Interest previously accrued may be reversed at that time, and such reversal is offset against interest income. The accrual of interest income resumes only when the suspended loan becomes contractually current or a credit analysis supports the ability to collect in accordance with the terms of the loan. In addition to interest income, the Company may generate loan fee income, including loan origination fees, loan renewal fees and inspection fees.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

The Company may earn loan extension fees when maturing loans are renewed or extended and amendment fees when loan terms are modified, such as increases in interest reserves and construction holdbacks. Loans are generally only renewed or extended if the loan is not in default and satisfies the Company’s underwriting criteria. Loan fee income is recorded as interest income at origination or amendment given the Company’s election of the fair value option. Both interest and loan fee income earned on mortgage loans is presented in interest income in the consolidated statement of operations.

Fair value of residential mortgage loans is generally determined using a market approach by utilizing either (i) the fair value of securities backed by similar residential mortgage loans, adjusted for certain factors to approximate the fair value of a whole residential mortgage loan, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics.

Interest income on residential mortgage loans is accrued based on the unpaid principal balance (“UPB”) and the contractual interest rate. Interest earned on mortgage loans is reported in interest income in the consolidated statement of operations. If it’s probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the original contractual terms of the loan agreement, or if the loan becomes 90 days delinquent, the Company will reverse all prior accrued and unpaid interest on such mortgage loan. The Company will return loans to accrual status only when it reinstates the loan and there is no significant uncertainty as to collectability.

Secured Financings — The Company finances its RTL and NQM portfolios through secured borrowing arrangements, including repurchase agreements and warehouse credit facilities entered into by the VIEs. Under these arrangements, the Company pledges mortgage loans and/or related trust interests evidenced by trust certificates (with legal title to the underlying mortgage loans held by a trustee on behalf of the related trust) as collateral to the financing counterparty; the trust may also provide a guaranty in connection with certain arrangements.

These arrangements are accounted for as secured financings whereas the pledged assets remain on the consolidated balance sheets and the proceeds received are recorded as a secured borrowing. Interest expense is recognized over the term of the borrowing including any contractual price differential, and the arrangements are typically subject to margin maintenance provisions that may require the Company to post additional collateral or cash. The Company has elected to apply the fair value option for all secured financings. Borrowings under these secured financing arrangements generally bear interest at floating rates (benchmark rate plus a contractual spread) and, because the borrowings are typically short-term and reprice frequently, the Company believes the carrying value of the secured borrowings approximates fair value as of the reporting date.

Share-based Compensation — The Company records all equity-based incentive grants to non-employee members of the Board based on their fair values determined on the date of grant. Share-based compensation expense, which is included in general and administrative expenses in the consolidated statement of operations, is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the outstanding equity awards.

Income Taxes — The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ending December 31, 2025. A REIT is subject to several organizational and operational requirements including that it must distribute at least 90% of its REIT taxable income to its shareholders each year. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates.

Earnings Per Share — The Company computes net income (loss) per common share using the two-class method, as certain unvested restricted share grants of Class E held by the Company’s independent trustees with nonforfeitable dividend rights qualify as participating securities. Under this method, income available to common shareholders is allocated between common shares and participating securities based on dividends declared and their respective rights to share in undistributed earnings as if all earnings for the period had been distributed. Participating securities are not allocated undistributed net losses, as they have no contractual obligation to share in losses. Basic net income (loss) per share per class of common share is computed by dividing net income (loss) allocated to each class of common shares by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the impact of potentially dilutive securities outstanding during the period, including unvested share-based awards, determined using the treasury stock method. Potential dilutive common shares are excluded from the calculation when their effect is anti-dilutive in the period. Unvested awards subject to service vesting conditions are excluded from basic net income per share until such conditions are satisfied.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

Approximately 9,750 unvested shares for the three months ended March 31, 2026 were excluded from the basic per share computations as their vesting is contingent upon achievement of a service requirement which had not been met during the period.

Distribution Fees and Shareholder Servicing Fees — Distribution fees and shareholder servicing fees are charged with respect to certain share classes and are borne by the holders of the applicable share classes. The Company pays these fees over time for distribution-related and ongoing shareholder services provided by participating broker-dealers or financial intermediaries. These fees are calculated as a percentage of the aggregate NAV of the applicable outstanding shares and paid monthly in arrears. Class S and Class T shares are subject to shareholder servicing fees of 0.85% per annum, Class D shares are subject to 0.25% per annum, and Class J and Class J-2 shares are subject to distribution fees of up to 0.625% per annum, capped at 50% of the aggregate of the management and distribution fees attributable to such shares. Class I and Class E shares are not subject to shareholder servicing or distribution fees. Shares acquired through the distribution reinvestment plan are subject to the same ongoing fees as the original share class but are not subject to upfront fees. In certain arrangements, shares may convert into Class I shares if total fees reach agreed-upon thresholds or if broker-dealer eligibility lapses.

Operating Expenses — The Company will pay directly or reimburse the Adviser or its affiliates for costs and expenses the Adviser or its affiliates incur in connection with the services it provides to the Company, including, but not limited to, (i) the actual cost of goods and services used by the Company and obtained from either an affiliate or a non-affiliated person, including fees paid to affiliated service providers, administrators, transfer agents, consultants, attorneys, accountants, tax advisors, technology providers and other service providers, and brokerage fees paid in connection with the origination, acquisition, purchase and sale of its investments, (ii) expenses of managing, operating and disposing of its investments, whether payable to an affiliate or a non-affiliated person, (iii) expenses related to the personnel of the Adviser performing services for the Company other than those who provide investment advisory services to us, (iv) expenses relating to compliance-related matters and regulatory filings relating to its activities and (v) administration fees and expenses, if any, payable under the Management Agreement (including payments based upon its allocable portion of the Adviser’s overhead in performing its obligations under the Management Agreement, including rent and the allocable portion of the cost (including total compensation) of its chief financial officer and chief legal officer, and their respective staffs that assist with the activities covered by the Management Agreement).

The Adviser has agreed to advance certain of the Company's operating costs and expenses, certain costs and expenses incurred pursuant to the Management Agreement, and other expenses incurred on its behalf, through the earlier of (i) the date that its aggregate NAV is at least $200.0 million and (ii) the first anniversary of the date on which the Company first calculates NAV (the “Operating Expense Commencement Date”). The Company will reimburse the Adviser for all such advanced operating expenses ratably over the 60 months following such date. For purposes of calculating the Company's NAV, the operating costs and expenses paid by the Adviser on the Company's behalf through the Operating Expense Commencement Date will not be deducted as an expense until reimbursed by the Company.

After the Operating Expense Commencement Date, the Company will reimburse the Adviser, as applicable, for any operating expenses that it incurs on the Company's behalf as and when incurred. The reimbursements may be paid, at the Adviser’s election, as applicable, in cash or Class E shares, or any combination thereof.

As of March 31, 2026 and December 31, 2025, amounts payable to the Adviser and its affiliates for advanced operating expenses incurred on the Company’s behalf were approximately $1.4 million and $0.5 million, respectively, and are presented within due to related parties on the Company’s consolidated balance sheets. For the three months ended March 31, 2026, the Company recognized approximately $0.9 million of such expenses in general and administrative expenses on the consolidated statement of operations. As of March 31, 2026, no payments have been made and the full balance remains payable to the Adviser.

Organization and Offering Expenses — The Adviser advances all of the Company’s organization and offering expenses through the earlier of (i) the date that the Company’s aggregate NAV is at least $200.0 million and (ii) the first anniversary of the date on which the Company first calculates NAV. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months following the date on which the Adviser stops advancing organization and offering expenses per the prior sentence. Thereafter, the Company will reimburse the Adviser for any organization and offering expenses as and when incurred. The reimbursements may be paid, at the Adviser’s election, in cash or Class E shares, or any combination thereof.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

Organizational and offering expenses include, without limitation, costs incurred in connection with the Company's formation and offering activities, such as underwriting and placement-related costs, legal, accounting and tax fees, printing and filing fees, marketing and distribution expenses, transfer agent and subscription processing costs, and other out-of-pocket costs related to structuring, organizing and offering the Company's shares. There is no cap on organizational and offering expenses.

As of March 31, 2026 and December 31, 2025, amounts payable to the Adviser and its affiliates for advanced organization and offering expenses incurred on the Company’s behalf were approximately $2.7 million, and are included in due to related parties on the Company’s consolidated balance sheets. For the three months ended March 31, 2026, the Company did not recognize any organizational and offering expenses related to costs incurred by the Adviser or its affiliates on the Company’s behalf.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses for current accounts receivable and current contract assets under FASB Accounting Standards Codification 606 - Revenues from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted this ASU on January 1, 2026 on a prospective basis and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact on its consolidated financial statements upon adoption.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. This ASU is effective for the Company on January 1, 2028, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

The Company is an emerging growth company and has elected not to use the extended transition period for adopting new or revised accounting standards; accordingly, the Company adopts such standards on the effective dates applicable to public companies.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

3. INVESTMENTS IN LOANS

Residential Transition Loans

The following tables summarize residential transition loans, at fair value by loan type:


	March 31, 2026
	Carrying Value		% of Carrying Value		Loan Count	% of Loan Count		Weighted Average Asset Yield		Weighted Average Original Life (Months)	Weighted Average Loan Balance to Value/After Repaired Value(1)
Construction	$	109,464	34.3	%	55	28.1	%	8.1	%	12	63.4	%
Bridge	149,353		46.8	%	71	36.2	%	8.0	%	11	65.2	%
Renovation	60,355		18.9	%	70	35.7	%	7.6	%	11	68.3	%
	$	319,172	100.0	%	196	100.0	%	8.0	%	11	65.2	%

(1)Bridge loans use weighted average loan balance to value. Construction and renovation loans use weighted average loan balance to after repaired value.


	December 31, 2025
	Carrying Value		% of Carrying Value		Loan Count	% of Loan Count		Weighted Average Asset Yield		Weighted Average Original Life (Months)	Weighted Average Loan Balance to Value/After Repaired Value(1)
Construction	$	50,879	28.8	%	26	22.4	%	8.2	%	10	63.4	%
Bridge	94,728		53.7	%	51	44.0	%	8.0	%	10	66.1	%
Renovation	30,977		17.5	%	39	33.6	%	7.8	%	10	68.2	%
	$	176,584	100.0	%	116	100.0	%	8.0	%	10	65.7	%

(1)Bridge loans use weighted average loan balance to value. Construction and renovation loans use weighted average loan balance to after repaired value.

See Note 5 regarding the financing of RTLs.

The following table summarizes the activity of residential transition loans, at fair value on the consolidated balance sheets:









Balance at December 31, 2025	$	176,584
Acquisition and funding activities(1)	138,316
Construction/interest holdbacks and draws(1)	17,615
Repayments and sales(1)	(13,643)
Fair Value Adjustments due to:

Other factors	300
Balance at March 31, 2026	$	319,172

(1)Activity in these line items may include amounts processed through the Company’s servicer settlement process. Amounts due to or from the servicer represent activity that occurred but had not yet settled in cash as of period-end. During the three months ended March 31, 2026, the Company settled $4.8 million of prior-period funding activity and $0.1 million of prior-period repayment activity.

The Company is subject to credit risk in connection with its investments in mortgage loans. The two primary components of credit risk are default risk, which is the risk that a borrower fails to make scheduled principal and interest payments, and severity risk, which is the risk of loss upon a borrower’s default on a mortgage loan or other secured or unsecured loan. Severity risk includes the risk of loss of value of the property or other asset, if any, securing the loan, as well as the risk of loss associated with taking over the property or other asset, if any, including foreclosure costs.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of loans included in residential transition loans, at fair value on the consolidated balance sheets:


	March 31, 2026						December 31, 2025
Days Outstanding	UPB		Carrying Value		Carrying Value Over (Under) UPB		UPB		Carrying Value		Carrying Value Over (Under) UPB
Current	$	317,802	$	318,935	$	1,133	$	175,990	$	176,584	$	594
90+	237		237		—		—		—		—
Total	$	318,039	$	319,172	$	1,133	$	175,990	$	176,584	$	594

Residential Mortgage Loans

The following table summarizes residential mortgage loans, at fair value:


	Carrying Value		Loan Count	Weighted Average Yield		Weighted Average Life (Years)
March 31, 2026	$	156,107	352	5.9	%	6.8
December 31, 2025	87,630		172	6.0	%	5.3

See Note 5 regarding the financing of residential mortgage loans.

The following table summarizes the activity of residential mortgage loans, at fair value on the consolidated balance sheets:








Balance at December 31, 2025	$	87,630
Acquisition and funding activities(1)	73,563
Repayments and sales(1)	(4,715)
Fair Value Adjustments due to:
Realization of cash flows(2)	(95)
Other factors	(276)
Balance at March 31, 2026	$	156,107

(1)Activity in these line items may include amounts processed through the Company’s servicer settlement process. Amounts due to or from the servicer represent activity that occurred but had not yet settled in cash as of period-end. During the three months ended March 31, 2026, the Company received $0.4 million related to prior-period repayment activity.

(2)Based on the paydown of the underlying NQMs.

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of residential mortgage loans, at fair value on the consolidated balance sheets:


	March 31, 2026						December 31, 2025
Days Outstanding	UPB		Carrying Value		Carrying Value Over (Under) UPB		UPB		Carrying Value		Carrying Value Over (Under) UPB
Current	$	151,898	$	156,107	$	4,209	$	85,059	$	87,630	$	2,571
90+	—		—		—		—		—		—
Total	$	151,898	$	156,107	$	4,209	$	85,059	$	87,630	$	2,571

4. OTHER ASSETS AND OTHER LIABILITIES

The Company's accounts receivable and other assets and accounts payable and other liabilities on the consolidated balance sheets consist of the following:


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

Accounts Receivable and Other Assets


	March 31, 2026		December 31, 2025
Accrued interest receivable	$	4,272	$	2,338
Accounts receivable	—		2,256
Total Accounts Receivable and Other Assets	$	4,272	$	4,594

Accounts Payable and Other Liabilities


	March 31, 2026		December 31, 2025
Interest payable	$	1,147	$	1,038
Distribution payable	939		—
Total Accounts Payable and Other Liabilities	$	2,086	$	1,038

5. SECURED FINANCINGS

On November 24, 2025, the Company entered into a Master Repurchase Agreement with Churchill MRA Funding I LLC (the “RTL-C Repurchase Agreement”) to finance the purchase of RTLs and similar loans. The agreement provides for up to $500.0 million of financing capacity. The Company’s RTL-C Repurchase Agreement does not contain a single stated maturity date. Rather, the agreement provides for an open-ended funding period that continues unless terminated by the parties.

On November 24, 2025, the Company entered into a Master Repurchase Agreement with Wells Fargo Bank, National Association (the “TRS-W Repurchase Agreement”), to finance the purchase of RTLs and NQMs. The agreement provides for up to $500.0 million of financing capacity with a termination date of November 24, 2028.

The following tables summarize secured financings, at fair value:


	March 31, 2026
									Collateral
Debt Obligations/Collateral	Outstanding Face		Carrying Value / Fair Value		Final Stated Maturity	Rate	Weighted Average Rate		UPB		Fair Value		Weighted Average Life (Years)
Secured Financings:
RTL-C Repurchase Agreement	$	172,119	$	172,119	Open-ended(1)	SOFR + 2.2%	5.9	%	$	225,478	$	226,270	0.6
TRS-W Repurchase Agreement	196,066		196,066		11/24/2028	SOFR + 1.6%	5.3	%	244,460		249,009		4.6
Secured Financings, at Fair Value	$	368,185	$	368,185					$	469,938	$	475,279

(1)No stated contractual maturity; terminable by either party in accordance with the agreement.


	December 31, 2025
									Collateral
Debt Obligations/Collateral	Outstanding Face		Carrying Value / Fair Value		Final Stated Maturity	Rate	Weighted Average Rate		UPB		Fair Value		Weighted Average Life (Years)
Secured Financings:
RTL-C Repurchase Agreement	$	135,182	$	135,182	Open-ended(1)	SOFR + 2.3%	6.1	%	$	175,990	$	176,584	0.8
TRS-W Repurchase Agreement	71,902		71,902		11/24/2028	SOFR + 1.6%	5.4	%	85,059		87,630		5.3
Secured Financings, at Fair Value	$	207,084	$	207,084					$	261,049	$	264,214

(1)No stated contractual maturity; terminable by either party in accordance with the agreement.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

6. FAIR VALUE MEASUREMENTS

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company holds a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid. Significant judgment and estimation go into the assumptions that drive the fair value of these assets and liabilities. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The Company follows this hierarchy for its fair value measurements. The classifications are based on the lowest level of input that is significant to the fair value measurement.

The following table presents the carrying values and fair values of assets and liabilities recorded at fair value on a recurring basis as of March 31, 2026 and December 31, 2025. It excludes cash and cash equivalents and other short-term receivables and payables for which the carrying value approximates fair value due to their short-term nature and are classified within Level 1.


	March 31, 2026								December 31, 2025
	Carrying Value / Fair Value		Level 1		Level 2		Level 3		Carrying Value / Fair Value		Level 1		Level 2		Level 3
Assets:
RTLs	$	319,172	$	—	$	—	$	319,172	$	176,584	$	—	$	—	$	176,584
NQMs	156,107		—		—		156,107		87,630		—		—		87,630
Total Assets	$	475,279	$	—	$	—	$	475,279	$	264,214	$	—	$	—	$	264,214

Liabilities:
Secured financings	$	(368,185)	$	—	$	(368,185)	$	—	$	(207,084)	$	—	$	(207,084)	$	—
Total Liabilities	$	(368,185)	$	—	$	(368,185)	$	—	$	(207,084)	$	—	$	(207,084)	$	—


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

The following table summarizes the changes in the Company’s Level 3 financial assets measured at fair value on a recurring basis:


	RTLs		NQMs		Total






Balance at December 31, 2025	$	176,584	$	87,630	$	264,214
Acquisition and funding activities	155,931		73,563		229,494
Paydowns	(13,643)		(4,715)		(18,358)
Fair Value Adjustments due to:
Realization of cash flows	—		(95)		(95)
Other factors(1)	300		(276)		24
Balance at March 31, 2026	$	319,172	$	156,107	$	475,279

(1)Gain (loss) recorded in earnings during the period is attributable to the change in unrealized gain (loss) relating to Level 3 assets still held at the reporting date recorded during the period.

Residential Transition Loans

The Company classifies certain RTLs as Level 3 in the fair value hierarchy. Performing and non-performing RTLs are valued using an income approach through pricing models to forecast cash flows with inputs such as default rates, prepayments speeds and discount rates and may include adjustments based on consensus pricing (broker quotes).

Significant increases (decreases) in default rates, loss severity assumptions or discount rates, in isolation, would result in a significantly lower (higher) fair value measurement. Generally, a change in default rate assumption is accompanied by a directionally similar change in loss severity assumptions.

The following table summarizes certain information regarding the weighted averages of significant inputs (weighted by fair value) used in valuing performing RTLs, at fair value classified as Level 3:


	Fair Value		Discount Rate		Prepayment Rate		Default Rate		Loss Severity
March 31, 2026	$	319,172	8.0	%	50.0	%	1.3	%	25.0	%
December 31, 2025	$	176,584	8.0	%	50.0	%	1.3	%	25.0	%

Residential Mortgage Loans

Residential mortgage loans, at fair value are typically pooled together and sold into certain exit markets, depending upon underlying attributes of the loan, such as agency eligibility, product type, interest rate and credit quality. NQMs are loans that do not meet the qualified mortgage rules per the Consumer Financial Protection Bureau. Residential mortgage loans, at fair value are valued using a market approach by utilizing either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, (ii) current commitments to purchase loans, (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics, (iv) internal pricing models to forecast loan level cash flows using inputs such as default rates, prepayments speeds and discount rates or (v) consensus pricing (broker quotes) or historical sale transactions for similar loans. As these prices are derived from market observable inputs combined with management’s best estimate, the Company classifies these valuations as Level 3 in the fair value hierarchy.

Significant increases (decreases) in prepayment rates, delinquency rates or discount rates, in isolation, would result in a significantly lower (higher) fair value measurement.


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

The following table summarizes certain information regarding the ranges and weighted averages of significant inputs (weighted by fair value) used in valuing residential mortgage loans, at fair value classified as Level 3:


	Fair Value		Discount Rate		Prepayment Rate		Default Rate		Loss Severity
March 31, 2026	$	156,107	5.9	%	11.9	%	0.4	%	0.02	%
December 31, 2025	$	87,630	6.0	%	16.8	%	0.4	%	0.1	%

Secured Financings

The fair value of secured financings is estimated using a discounted cash flow methodology based on observable market interest rates for similar instruments and remaining contractual maturities. Because these instruments bear interest at variable rates that approximate market rates, their fair value generally approximates carrying value. The Company classifies these valuations as Level 2 within the fair value hierarchy.

7. VARIABLE INTEREST ENTITIES

In connection with the Company’s activities, the Company uses certain special-purpose entities and pass-through trust structures, R-Home Pass-Through Parent RTL-C LLC (“RTL VIE”) and R-Home Pass-Through Parent TRS-W LLC (“TRS-W VIE”) to acquire, hold and finance RTLs and NQMs. The Company determined these entities are VIEs and concluded it is the primary beneficiary of these trusts as a result of its ability to direct activities that most significantly impact the economic performance and its 100% equity ownership in these trusts. Accordingly, the Company consolidates the RTL VIE and TRS-W VIE in the consolidated financial statements. As a result, the VIEs’ related assets, liabilities and operating results are included as part of the Company’s consolidated financial statements.

The assets of consolidated VIEs may only be used to settle obligations of these entities. Substantially all obligations of the consolidated VIEs are non-recourse to the Company, except for customary “bad act” indemnities that are protective in nature.

The following table summarizes the assets and liabilities of each consolidated VIE:


	March 31, 2026				December 31, 2025
	RTL VIE		TRS-W VIE		RTL VIE		TRS-W VIE
Assets:
Residential transition loans, at fair value	$	226,271	$	92,901	$	176,584	$	—
Residential mortgage loans, at fair value	—		156,107		—		87,630
Restricted cash	12		5		7,007		—
Accounts receivable and other assets	1,783		2,489		1,420		3,173
Total Assets	$	228,066	$	251,502	$	185,011	$	90,803
Liabilities:
Secured financings, at fair value	$	172,119	$	196,066	$	135,182	$	71,902
Due to (from) related parties	2,257		(1,536)		7,898		(425)
Accounts payable and other liabilities	892		255		704		334
Total Liabilities	$	175,268	$	194,785	$	143,784	$	71,811


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

8. EQUITY

As of March 31, 2026, the Company is authorized to issue an unlimited number of common shares, par value $0.01 per share. In connection with the initial closing of the Private Offering, the Company amended and restated its declaration of trust, which authorizes (i) an unlimited number of common shares of beneficial interest, par value $0.01 per share, including (a) an unlimited number of common shares classified as Class S common shares, par value $0.01 (“Class S”), (b) an unlimited number of common shares classified as Class T common shares, par value $0.01 (“Class T”), (c) an unlimited number of common shares classified as Class D common shares, par value $0.01 (“Class D”), (d) an unlimited number of common shares classified as Class I common shares, par value $0.01 (“Class I”), (e) an unlimited number of common shares classified as Class J common shares, par value $0.01 (“Class J”), (f) an unlimited number of common shares classified as Class J-2 common shares, par value $0.01 (“Class J-2”) and (g) an unlimited number of common shares classified as Class E common shares, par value $0.01 (“Class E”), and (ii) an unlimited number of shares classified as preferred shares. In September 2025, the Company commenced the continuous private offering of its common shares pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and other exemptions of similar import in the laws of the states and other jurisdictions in which the offering is being made.

The Adviser may, at its discretion, elect to receive Class E shares in lieu of cash as payment for management fees, primarily to support the Company’s cash management objectives and to align interests; however, the Adviser may have its shares repurchased from time to time. For the three months ended March 31, 2026, the Adviser elected to receive $65.1 thousand in Class E shares or 3,224 Class E shares.

In order to facilitate the origination or acquisition of the Company’s initial investments, the Sponsor (or an affiliate) has agreed to purchase (in one or more purchases) the lesser of (i) 5% of the Company’s total NAV and (ii) $20.0 million of Class E shares at a price per share equal to the most recently determined NAV of Class E shares. Since inception through March 31, 2026, the Adviser contributed $3.1 million and as of March 31, 2026 held 153,324 Class E shares.

The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees, as well as different management and performance fees.

Share Repurchases

Under the Company’s share repurchase plan, shareholders may request on a monthly basis that the Company repurchase all or any portion of their shares. 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 in the Company’s discretion. In addition, the Company’s ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each month. Under the Company’s share repurchase plan, to the extent the Company chooses to repurchase shares in any particular month, it will only repurchase shares as of the opening of the last business day of that month (each such date, a “Repurchase Date”). Notwithstanding the foregoing, shareholders of Class J shares have agreed not to submit their Class J shares for repurchase until the date that is two years from the date of purchase of the applicable Class J shares.

The repurchase price for repurchases will generally be based on the NAV per share of the applicable class as of the last calendar day of the prior month, except that shares tendered for repurchase within the first 12 months of issuance will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The holding period is measured as of the closing date immediately preceding the prospective Repurchase Date. Subject to the Company's ability to meet the applicable REIT tax requirements, the Early Repurchase Deduction may only be waived in the case of repurchase requests arising from the death or qualified disability of the holder and in other limited circumstances.

The aggregate NAV of total repurchases of common shares is limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the previous calendar quarter). Shares purchased by the Adviser or its affiliates or issued to such parties in lieu of cash in respect of the management fee, the performance fee or as other compensation or as reimbursements of expenses or to the Sponsor for any future commitments to the Company are not subject to these repurchase limitations.

Further, the Board may make exceptions to, modify or suspend the Company’s share repurchase plan if it deems in its reasonable judgment such action to be in the Company’s best interest (including to make exceptions to the repurchase limitations or Early Repurchase Deduction, or repurchase fewer shares than such repurchase limitations).


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

During the three months ended March 31, 2026, no common shares were repurchased pursuant to the Company’s share repurchase plan.

Distributions

The Company considers a variety of factors when determining its distributions, including cash flows from operations, funds available for distribution, NAV and total return, and in any case, generally intends to distribute its net income in a manner intended to satisfy the 90% distribution requirement to comply with the REIT provisions of the Code and in any case, generally intends to distribute its net income in a manner intended to satisfy the REIT provisions of the Code. Taxable income does not equal net income as calculated in accordance with GAAP.

The following table details the net distributions declared for each applicable class of common shares. Class J and Class E shares are not subject to a servicing fee.


	Three Months Ended March 31, 2026
	Class J		Class E


Net Distributions Declared per Common Share	$	0.5100	$	0.5100

9. RELATED PARTY TRANSACTIONS

A party is considered to be related to the Company if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners, management and trustees, as well as members of their immediate families or any other parties with which the Company may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

The components of due to related parties of the Company on the consolidated balance sheets were as follows:


	March 31, 2026		December 31, 2025
Due to servicer	$	721	$	7,473
Due to Adviser, net	4,651		3,582
Management fee payable	94		30
Distribution fee payable	159		30
Trustee fee payable	19		19
Due to Related Parties	$	5,644	$	11,134

Upfront Selling Commissions and Dealer Manager Fees — The Company does not charge upfront selling commissions, origination fees, or dealer manager fees directly with respect to Class S, Class T, Class D, Class J or Class J-2 shares. However, financial intermediaries may charge subscribers transaction or placement fees, including upfront selling commissions, in amounts that vary by share class and intermediary, subject to maximum thresholds. Specifically, Class S and Class T shares may be subject to aggregate upfront fees of up to 3.5% of the transaction price, Class D shares up to 1.5% of the net offering price, and Class J and Class J-2 shares up to 2.0% of the transaction price. If a dealer manager is engaged, it may also charge upfront dealer manager fees, provided that total fees do not exceed the stated maximums per share class. No upfront selling commissions, dealer manager fees, or similar placement fees are paid with respect to purchases of Class I or Class E shares, or shares of any class acquired pursuant to the Company’s distribution reinvestment plan.

For the three months ended March 31, 2026, certain Class J shareholders were charged $0.4 million of selling commissions. These selling commissions were borne by the applicable shareholders and were not expenses of the Company; accordingly, they are not reflected in the Company’s consolidated financial statements.

Management Fee — Until the Company becomes a “publicly offered REIT” for U.S. federal income tax purposes, the Company will pay a management fee equal to 1.25% of NAV per annum (less any Distribution Fees (as defined below)), payable monthly in arrears. After the Company becomes a “publicly offered REIT” for U.S. federal income tax purposes:

•Class S, Class T, Class D, Class I, Class J and Class J-2 shares will pay a management fee equal to 1.25% of NAV per annum (less any Distribution Fees), payable monthly in arrears; and


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

•The payment of a management fee to the Adviser for the Class E shareholders will be waived by the Adviser; provided that the Adviser may, in its discretion, reinstate management fees of any Class E shareholder who is no longer an employee, officer or director at the Sponsor or its affiliates.

For the avoidance of doubt, the amount of the management fee paid by any class of shares to the Adviser for a given period will be reduced by the amount of any Distribution Fees with respect to such class for such period. Until the Company becomes a “publicly offered REIT” for U.S. federal income tax purposes and in order to meet the applicable REIT tax requirements, the Company intends to only issue Class J and E shares.

Any management fee is calculated and paid to the Adviser on a class-by-class basis, based on the NAV of each applicable class of the Company’s shares. In calculating the Adviser’s management fee, the Company will use the NAV before giving effect to accruals for the management fee, performance fee, ongoing servicing fees payable to a dealer manager, if any (“Ongoing Servicing Fees”), distribution fees payable to a dealer manager, if any (“Distribution Fees”), or distributions payable on the Company’s shares.

All or a portion of the management fee may be paid, at the Adviser’s election, in cash or Class E shares. The Adviser may elect to receive Class E shares primarily for the Company’s cash management purposes and alignment of interest, but may have its shares repurchased from time to time. For the three months ended March 31, 2026, the Adviser elected to receive $65.1 thousand in Class E shares.

For the three months ended March 31, 2026, the Company incurred approximately $129.4 thousand of management fees, which are recorded in management fees on the consolidated statement of operations. For the three months ended March 31, 2026, the Company incurred approximately $129.4 thousand of Distribution Fees, which are classified as offering costs on the consolidated statement of changes in shareholder's equity.

Performance Fee — Pursuant to the terms of the Management Agreement, beginning upon the effectiveness of the Company's Registration Statement on Form 10, the Adviser is entitled to earn a performance fee, which is accrued monthly and payable quarterly (or part thereof that the Management Agreement is in effect) in arrears. The performance fee is an amount, not less than zero, equal to 12.5% of Core Earnings (as defined below) for the immediately preceding quarter, subject to a hurdle rate, expressed as a rate of return on adjusted capital (as defined below), equal to 1.25% per quarter (the “hurdle rate”), or an annualized hurdle rate of 5.0%. As a result, the Adviser does not earn a performance fee for any quarter until Core Earnings for such quarter exceeds the hurdle rate of 1.25%.

Once Core Earnings in any quarter exceeds the hurdle rate, the Adviser shall be entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the hurdle rate, until Core Earnings for such quarter exceeds a percentage of adjusted capital equal to the hurdle rate divided by 0.875 (or 1 minus 0.125) for such quarter (i.e., approximately 1.429% quarterly, or 5.714% annually, of adjusted capital). Thereafter, the Adviser is entitled to receive 12.5% of Core Earnings.

The performance fee may be paid, at the Adviser’s election, in cash or Class E shares, or any combination thereof. Following the effectiveness of the Company's Registration Statement on Form 10, the payment of the performance fee to the Adviser for the holders of Class J shares and Class E shares was waived by the Adviser.

For purposes of the performance fee, “adjusted capital” means cumulative net proceeds generated from sales of the Company’s Class S, Class T, Class D, Class I and Class J-2 shares (including proceeds from the distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Company’s investments paid to the Company’s Class S, Class T, Class D, Class I and Class J-2 shareholders and amounts paid to the Company’s Class S, Class T, Class D, Class I and Class J-2 shareholders for share repurchases pursuant to the Company’s share repurchase plan.

Because the performance fee is calculated based on Core Earnings, the Adviser may be entitled to a performance fee even if shareholders experience a decline in NAV per share in the relevant month.

For purposes of calculating the performance fee, “Core Earnings” means: the net income (loss) attributable to holders of the Company’s Class S, Class T, Class D, Class I and Class J-2 shares, computed in accordance with GAAP, including realized gains (losses) not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the performance fee, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, (v) one-time events pursuant to changes in GAAP and (vi) certain non-cash


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

adjustments and certain material non-cash income or expense items, in each case after discussions between the Adviser and the Company’s independent trustees and approved by a majority of the Company’s independent trustees.

For the three months ended March 31, 2026, no performance fees were earned.

Acquisition Expense Reimbursement — The Company reimburses the Adviser for out-of-pocket expenses in connection with the selection, acquisition, origination, financing and management of investments, whether or not such investments are made. The reimbursements may be paid, at the Adviser’s election, in cash or Class E shares, or any combination thereof.

For the three months ended March 31, 2026, no acquisition expenses were reimbursed.

Fees or Reimbursements for Other Services — The Sponsor or its affiliated service providers may be retained to provide services to the Company or entities through which investments are held by the Company that would otherwise be performed for the Company or such entities by third parties. Any fees, compensation and costs payable to the affiliated service providers in connection with services provided by such affiliated service providers that (i) do not exceed market rates, as determined by the Adviser to be appropriate under the circumstances or (ii) are approved by a majority of the Company's trustees, including a majority of the Company's independent trustees, will not offset or otherwise reduce the management fee or otherwise be shared with the Company.

For the three months ended March 31, 2026, $0.4 million of expenses were reimbursed to the Adviser and affiliates of the Adviser.

Trustee Compensation — The Company compensates each of its independent trustees with an annual retainer of $130.0 thousand, consisting of $65.0 thousand paid in equal $16.3 thousand quarterly installments in cash or vested Class E shares, or a combination thereof, at the election of the trustee, and $65.0 thousand in the form of an annual grant of restricted Class E shares, which will generally be scheduled to vest one year from the date of grant, subject to the trustee’s continued service through the vesting date. Additionally, the Chair of the Audit Committee receives an additional annual retainer of $15.0 thousand, and the other members of the Audit Committee receive an additional annual retainer of $10.0 thousand, in each case paid in equal quarterly installments in cash or vested Class E shares, or a combination thereof, at the election of the Audit Committee member. The Company does not pay its trustees additional fees for attending Board or committee meetings, but it reimburses each of its trustees for reasonable out-of-pocket expenses incurred in attending Board and committee meetings. The Company's trustees who are affiliated with the Adviser do not receive additional compensation for serving on the Company's Board or committees thereof.

The Company's Board has adopted the Rithm Perpetual Life Residential Trust Independent Trustee Compensation Plan (the “Trustee Plan”), which governs the payment of annual retainers and equity awards to its independent trustees. The Trustee Plan includes an initial share authorization of 500,000 Class E shares and provides for equity awards in the form of restricted share awards. The Company's Board serves as the administrator of the Trustee Plan.

On December 1, 2025, as a portion of the annual compensation of the independent trustees, the Company granted each independent trustee an award of 3,250 restricted Class E shares with a total grant date fair value of $195.0 thousand, which are scheduled to vest on the one-year anniversary of the grant date.

For the three months ended March 31, 2026, $106.3 thousand of Trustee compensation has been recognized.

10. DEPENDENCE ON EXTERNAL ADVISER

The Company is dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company’s common shares, acquisition and disposition decisions and certain other responsibilities. In the event that the Adviser and/or its affiliates are unable or unwilling to provide such services, the Company would be required to find alternative service providers.

11. COMMITMENTS AND CONTINGENCIES

Litigation — The Company is or may become, from time to time, involved in various disputes, litigation and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of these types of proceedings, it is possible that future adverse outcomes could have a material adverse effect on its business, financial position


RITHM PERPETUAL LIFE RESIDENTIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in tables in thousands, except share and per share data)

or results of operations. The Company is not aware of any unasserted claims that it believes are material and probable of assertion where the risk of loss is expected to be reasonably possible.

The Company is, from time to time, subject to inquiries by government entities. The Company currently does not believe any of these inquiries would result in a material adverse effect on the Company’s business.

Indemnifications — In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of representations and warranties and that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on its experience, the Company expects the risk of material loss to be remote.

Capital Commitments — As of March 31, 2026, the Company had outstanding capital commitments related to investments in the following investment types:

•Residential Transition Loans — As of March 31, 2026, the Company had commitments to fund additional advances on existing loans up to $109.0 million. These commitments are generally subject to loan agreements with covenants regarding the financial performance of the customer and other terms regarding advances that must be met before the Company funds the commitments.

12. SEGMENT REPORTING

The Company operates through one operating and reportable segment. The Company’s chief operating decision makers (“CODMs”) are its Chief Executive Officer and Chief Financial Officer. The Company concluded that it has a single operating segment, as this reflects how the CODMs allocate resources and assess performance under the Company's “one-firm approach,” which includes operating collaboratively across products with a single expense pool. Net income (loss) is the primary measure of segment operating performance used by the CODMs to evaluate segment results. The Company’s, and therefore the single segment’s, primary source of revenues is interest income generated from the investments in loans. The Company generates all of its revenues in the United States. The significant expense categories that are regularly reviewed by the CODMs are presented in the Company’s consolidated statement of operations and include interest expense.

13. SUBSEQUENT EVENTS

These financial statements include a discussion of material events that have occurred subsequent to March 31, 2026 through the issuance of these financial statements. Events subsequent to that date have not been considered in these financial statements.

Capital Raise Activity

Since April 1, 2026, the Company issued the following shares including shares issued under the Company's distribution reinvestment plan:


	Number of Shares Issued	Gross Proceeds
Class J Shares	968,240	$	19,517
Class E Shares	4,958	100
Total	973,198	$	19,617

Distributions

Since April 1, 2026, the Company issued the following distributions per share:

Declaration Date

Record Date

Class J Shares

Class E Shares

Payment Date

April 30, 2026

0.1700

May 20, 2026

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under Part I, Item 1A. “Risk Factors” in the 2025 Form 10-K.

OVERVIEW

We are a Maryland statutory trust formed on July 31, 2025. We are externally managed by the Adviser, an affiliate of the Sponsor. Our investment strategy is to invest primarily in North America in asset-based finance opportunities. We are initially focusing on RTLs and NQMs and may also invest across a range of other assets and investment types, including, but not limited to, investments in new origination loans, including scratch-and-dent loans, non-performing loans and reperforming loans, closed-end second loans, manufactured housing loans, synthetic and/or credit risk transfers, consumer loans, equity and other securities, including collateralized loan obligation securities and other collateralized products, and other opportunistic credit investments, in each case subject to compliance with the applicable REIT tax requirements and the applicable provisions of the Investment Company Act of 1940, as amended and the rules thereunder. Such investments may take the form of debt securities, warrants, options, other derivative instruments and other asset types, including equity-linked securities and, on an opportunistic basis, equity securities.

Our primary investment objectives are to:

•provide shareholders current income in the form of regular, stable cash distributions;

•preserve and protect invested capital, by focusing on high quality real assets with an emphasis on current cash-flow;

•aim to capture yield and/or capital appreciation while managing downside risk by acquiring assets where downside protection is the asset itself;

•mitigate downside risk through appropriate loan-to-value ratios with meaningful borrower equity; and

•provide a diversified investment alternative for shareholders seeking to allocate a portion of their long-term investment portfolios to credit-focused real estate assets with lower volatility than listed public real estate companies.

We may not achieve our investment objectives. See Part I, Item 1A. “Risk Factors” in the 2025 Form 10-K.

We are structured as a privately placed, non-listed, perpetual-life REIT, and therefore our securities are not listed on a national securities exchange and, as of the date of this Form 10-Q, there is no plan to list our securities on a national securities exchange. We are organized as a holding company and conduct our business primarily through our subsidiaries. We intend to elect and qualify as a REIT under the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2025.

As such, we will generally not be subject to U.S. federal corporate income tax on that portion of our REIT taxable income that is distributed to shareholders if we distribute at least 90% of our REIT taxable income to our shareholders by prescribed dates and comply with various other requirements.

Our Board at all times has oversight responsibility for governance, financial controls, compliance and disclosure with respect to us. Pursuant to the Management Agreement, we have delegated to the Adviser the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our Board. However, the Adviser is at all times subject to supervision, direction and management through our Board and will have only such functions and authority as our Board delegates to it.

We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from investments in our target assets, other than those referred to in the 2025 Form 10-K under Part I, Item 1A. “Risk Factors.”

Q1 2026 HIGHLIGHTS

Fundraising

•In connection with our private offering of our common shares (the “Private Offering”) pursuant to the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Company sold an aggregate of 2,485,922 common shares (the “Shares”) for aggregate consideration of approximately $50.5 million (inclusive of upfront selling commissions of $0.4 million). The offer and sale of the Shares were exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The 2,485,922 common shares consisted of (i) 2,421,589 Class J common shares, par value $0.01 per share (the “Class J shares”), sold for an aggregate consideration of approximately $49.0 million (inclusive of upfront selling commissions of $0.4 million) and (ii) 64,333 Class E common shares, par value $0.01 per share (the “Class E shares”), sold for an aggregate consideration of $1.3 million.

Distributions

•Declared monthly net distributions totaling $2.2 million for the three months ended March 31, 2026.

Investments

•The Company acquired $139.2 million of RTLs including $0.8 million of accrued interest. The acquisition of the RTLs was financed with borrowings of $103.9 million. In addition, the Company funded $17.6 million of draws and received $13.6 million of paydowns.

•The Company acquired $74.1 million of NQMs including $0.5 million of accrued interest. The acquisition of the NQMs was financed with borrowings of $58.9 million. In addition, the Company received $4.7 million of paydowns.

INVESTMENT PORTFOLIO

Summary of Portfolio

The following table summarizes RTLs, at fair value on the consolidated balance sheets by loan type (dollars in thousands):


	March 31, 2026
	Carrying Value		% of Carrying Value		Loan Count	% of Loan Count		Weighted Average Asset Yield		Weighted Average Original Life (Months)	Weighted Average Loan Balance to Value/After Repaired Value(1)
Construction	$	109,464	34.3	%	55	28.1	%	8.1	%	12	63.4	%
Bridge	149,353		46.8	%	71	36.2	%	8.0	%	11	65.2	%
Renovation	60,355		18.9	%	70	35.7	%	7.6	%	11	68.3	%
	$	319,172	100.0	%	196	100.0	%	8.0	%	11	65.2	%

(1)Bridge loans use weighted average loan balance to value. Construction and renovation loans use weighted average loan balance to after repaired value.

The following table summarizes residential mortgage loans, at fair value on the consolidated balance sheets (dollars in thousands):


	Carrying Value		Loan Count	Weighted Average Yield		Weighted Average Life (Years)
March 31, 2026	$	156,107	352	5.9	%	6.8

RESULTS OF OPERATIONS

The following table summarizes the changes in our results of operations for the three months ended March 31, 2026 compared to the three months ended December 31, 2025. The Company was formed on July 31, 2025, with operations commencing concurrently with the initial closing of our Private Offering on December 1, 2025. Therefore there were no operations during the three months ended March 31, 2025 and, accordingly, no comparative amounts for the three months ended March 31, 2025 are included. Our results of operations are not necessarily indicative of our future performance. Due to the timing of our investment and financing activities during the three months ended March 31, 2026, our result of operations for the three months ended March 31, 2026 and December 31, 2025 are not comparable.


	Three Months Ended
(dollars in thousands)	March 31, 2026		December 31, 2025(1)		QoQ Change


Revenues
Interest income	$	7,228	$	1,850	$	5,378
Total Revenues	7,228		1,850		5,378
Expenses
Interest expense	(3,860)		(1,038)		(2,822)
General and administrative expenses	(1,410)		(732)		(678)
Organization costs	—		(2,740)		2,740
Management fees	(129)		(30)		(99)
Financing fees	(260)		(268)		8
Total Expenses	(5,659)		(4,808)		(851)
Other Income (Loss)
Realized and unrealized gain on residential transition loans, at fair value	300		209		91
Realized and unrealized loss on residential mortgage loans, at fair value	(371)		—		(371)
Total Other (Loss) Income	(71)		209		(280)
Net Income (Loss) and Comprehensive Income (Loss)	$	1,498	$	(2,749)	$	4,247

(1)Reflects the Company’s results for the period from December 1, 2025, the date operations commenced, through December 31, 2025.

Interest Income

Interest income was $7.2 million for the three months ended March 31, 2026, an increase of $5.4 million, compared to $1.9 million for the three months ended December 31, 2025. The increase was primarily driven by a longer investment period and additional investments in RTLs and NQMs, which resulted in higher interest income.

Interest Expense

Interest expense was $3.9 million for the three months ended March 31, 2026, an increase of $2.8 million, as compared to $1.0 million for the three months ended December 31, 2025. The increase was primarily driven by increased borrowings on secured financings in connection with additional investments in RTLs and NQMs.

General and Administrative Expenses

General and administrative expenses were $1.4 million for the three months ended March 31, 2026, an increase of $0.7 million, as compared to $0.7 million for the three months ended December 31, 2025. The increase was primarily driven by a full quarter of operations compared to a single month in 2025 and continued scaling of the Company’s platform.

Organization Costs

Organization costs were zero for the three months ended March 31, 2026, a decrease of $2.7 million, as compared to $2.7 million for the three months ended December 31, 2025. The decrease was primarily driven by the absence of organization-related activities during the quarter, as prior-period costs were associated with initial formation, structuring and other start-up activities.

NAV AND NAV PER SHARE CALCULATION

Our net asset value (“NAV”) per share is calculated for each of our share classes by our fund administrator, HedgeServ Corporation (our “fund administrator”). Our Board, including a majority of our independent trustees, may replace our fund administrator with another party, including the Adviser, if it is deemed appropriate to do so. The Adviser is responsible for

reviewing and confirming our NAV per share and overseeing the process around the calculation of our NAV per share, in each case, as calculated by our fund administrator.

Each class of our common shares will have an undivided interest in our assets and liabilities, other than class-specific ongoing servicing fees payable to a dealer manager, if any (“Ongoing Servicing Fees”), or distribution fees payable to a dealer manager, if any (“Distribution Fees”), the management fee and the performance fee. In accordance with the valuation guidelines, and based on the NAV determined by the Adviser, our fund administrator will calculate our NAV per share for each class as of the last calendar day of each month. Because Ongoing Servicing Fees, Distribution Fees, the management fee and the performance fee allocable to a specific class of shares will only be included in the NAV calculation for that class, the NAV per share for our classes of shares may differ.

The monthly NAV for each class of shares is based on the NAVs of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities (including accrued performance fees and the deduction of any Ongoing Servicing Fees or Distribution Fees specifically applicable to such class of shares). At the end of each month, before taking into consideration repurchases or class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class’s relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first calendar day of such month. The NAV calculation is available generally within 15 calendar days after the end of the applicable month. Changes in monthly NAV may include, without limitation, accruals of our net portfolio income, interest expense, the management fee, the performance fee, distributions, unrealized/realized gains and losses on assets, any applicable organization and offering expenses and any expense reimbursements. Changes in monthly NAV may also include material non-recurring events occurring during the month. On an ongoing basis, the Adviser will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available.

The operating costs and expenses and organizational and offering expenses which are advanced by the Adviser to be reimbursed by us will not be included in such calculations until reimbursed to the Adviser.

The Adviser advances all our organization and offering expenses through the earlier of (i) the date that our aggregate NAV is at least $200 million and (ii) the first anniversary of the date on which we first calculate NAV (the “Operating Expense Commencement Date”), and the Adviser has agreed to advance certain of our operating costs and expenses through the Operating Expense Commencement Date. We will reimburse the Adviser for all such advanced costs and expenses ratably over the 60 months following the end of such advancements. For purposes of calculating our NAV, the organization and offering expenses and operating costs and expenses advanced by the Adviser will not be deducted as an expense until reimbursed by us (however such expenses may be amortized in order to mitigate these effects). After the end of such advancements, we will reimburse the Adviser for any organization and offering expenses and operating costs and expenses that they incur on behalf of us as and when incurred.

Following the aggregation of the NAVs of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities (in each case, as calculated by the Adviser), our fund administrator incorporates any class-specific adjustments to NAV, including additional issuances and repurchases of shares and accruals of class-specific management fees, performance fees and Ongoing Servicing Fees or Distribution Fees. The declaration of distributions will reduce the NAV for each class of our shares in an amount equal to the accrual of our liability to pay any such distribution to our shareholders of record of each class. NAV per share for each class of shares is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.

The following table provides a breakdown of the major components of our total NAV, a non-generally accepted accounting principles (“GAAP”) measure, as of March 31, 2026 (amounts in thousands):


Components of NAV	March 31, 2026
Residential transition loans, at fair value	$	319,172
Residential mortgage loans, at fair value	156,107
Cash and cash equivalents	3,358
Restricted cash	17
Accounts receivable and other assets	4,272
Secured financings, at fair value	(368,185)
Due to related parties	(1,394)
Accounts payable and other liabilities	(2,086)
NAV	$	111,261

The following table reconciles GAAP shareholders’ equity per our consolidated balance sheet to our NAV as of March 31, 2026 (amounts in thousands):


	March 31, 2026
Shareholders’ equity	$	107,011
Adjustments:
Prepaid share-based compensation	130
Organization expenses advanced by Adviser(1)	2,741
Operating expenses advanced by Adviser(2)	1,379
NAV	$	111,261

(1)This represents the unamortized amount of organization expenses and offering costs advanced by the Adviser. The Adviser had agreed to advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees, shareholder servicing fees and distribution fees) through the earlier of (i) the date that our aggregate NAV is at least $200 million and (ii) the first anniversary of the date on which we first calculate NAV. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months following the date on which the Adviser stops advancing organization and offering expenses per the prior sentence. Thereafter, the Company will reimburse the Adviser for any organization and offering expenses as and when incurred.

(2)This represents the unamortized amount of operating expenses advanced by the Adviser. The Adviser had agreed to advance operating expenses on behalf of the Company through the earlier of (i) the date that our aggregate NAV is at least $200 million and (ii) the first anniversary of the date on which we first calculate NAV. Operating expenses incurred after the first anniversary of the initial closing of our Private Offering will be paid by the Company and deducted as an expense for NAV as incurred.

The following table provides a breakdown of our total NAV and NAV per share by class, both non-GAAP measures, as of March 31, 2026 (amounts in thousands, except share and per share data):


NAV per share	Class J Shares		Class E Shares		Total
NAV	$	106,657	$	4,604	$	111,261
Number of outstanding shares	5,292,622		227,743		5,520,365
NAV per share	$	20.1520	$	20.2140

DISTRIBUTIONS

Beginning in January 2026, we have declared monthly distributions for each class with outstanding common shares, which have generally been paid 20 days after month-end. Each class of our common shares received the same aggregate gross distribution of $0.5100 per share for the three months ended March 31, 2026.

The following table details the total gross distributions for each of our share classes through March 31, 2026:


Record Date	Class J		Class E
January 30, 2026	$	0.1700	$	0.1700
February 27, 2026	0.1700		0.1700
March 31, 2026	0.1700		0.1700
Total	$	0.5100	$	0.5100

The following table summarizes our distributions declared for the three months ended March 31, 2026 (amounts in thousands).


	Three Months Ended March 31, 2026
Distributions:	Amount		Percentage
Payable in cash	$	1,336	61	%
Reinvestable in shares	866		39	%
Total Distributions	$	2,202	100	%

Sources of Distributions:
Cash flows from operating activities	$	1,745	79	%
Interest receivable	457		21	%
Total Sources of Distributions	$	2,202	100	%

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We believe we have sufficient liquidity to operate our business, with $3.4 million of immediate liquidity as of March 31, 2026, which is comprised of cash and cash equivalents. Aside from cash flows from operations, we obtain incremental liquidity through the sale of our common shares.

We expect to generate cash primarily from (i) the net proceeds of our continuous Private Offering, (ii) cash flows from our operations, (iii) existing borrowing facilities and any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We may also generate incremental liquidity through the sale of our loan investment assets.

Our primary uses of cash will be for (i) the acquisition of our target assets in accordance with our investment guidelines, (ii) the cost of operations (including the management fee and performance fee), (iii) debt service of any borrowings, (iv) periodic repurchases, including under our share repurchase plan, and (v) cash distributions (if any) to the holders of our shares to the extent authorized and declared.

Capital Resources

Repurchase Agreement Facilities

On November 24, 2025, the Company entered into the Master Repurchase Agreement (the “RTL-C Repurchase Agreement”) with Churchill MRA Funding I LLC (“Churchill”), to finance the purchase of RTLs and similar loans as more particularly described in the RTL-C Repurchase Agreement. The RTL-C Repurchase Agreement provides for up to $500 million of financing capacity (the “RTL-C Facility”).

Advances under the RTL-C Repurchase Agreement accrue interest at a per annum rate based on term Secured Overnight Financing Rate (“Term SOFR”) plus a pricing spread (as defined in the RTL-C Repurchase Agreement). The maturity date of the RTL-C Facility is any date on which the Funding Period (as defined in the RTL-C Repurchase Agreement) has expired and no transactions are then outstanding or six months after the date on which the Funding Period has expired. Churchill may end the “Funding Period” on 180 days’ notice.

In connection with the RTL-C Repurchase Agreement, the Company provided a Guaranty (the “RTL-C Guaranty”), under which the Company provides guarantees for losses for certain “bad acts.” The RTL-C Guaranty may become full recourse to the Company upon the occurrence of certain events as described in the RTL-C Guaranty.

On November 24, 2025, the Company entered into the Master Repurchase Agreement (the “TRS-W Repurchase Agreement”) with Wells Fargo Bank, National Association, to finance the purchase of RTLs and NQMs as more particularly described in the TRS-W Repurchase Agreement. The TRS-W Repurchase Agreement provides for up to $500 million of financing capacity (the “TRS-W Facility”).

Advances under the TRS-W Repurchase Agreement accrue interest at a per annum rate based on an index approximating the behavior of Term SOFR plus a pricing spread (as defined in the TRS-W Repurchase Agreement). The maturity date of the TRS-W Facility is November 24, 2028.

In connection with the TRS-W Repurchase Agreement, the Company provided a Guaranty (the “TRS-W Guaranty”), under which the Company provides guarantees for losses for certain “bad acts.” The TRS-W Guaranty may become full recourse to the Company upon the occurrence of certain events as described in the TRS-W Guaranty.

The RTL-C Repurchase Agreement, TRS-W Repurchase Agreement, RTL-C Guaranty and TRS-W Guaranty contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type.

As of March 31, 2026, we had outstanding indebtedness of $368.2 million, all of which was incurred under the RTL-C Facility and TRS-W Facility.

CASH FLOWS

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash (amounts in thousands):


	Three Months Ended March 31,
	2026
Beginning of period — cash and cash equivalents and restricted cash	$	7,645

Cash flows provided by operating activities	1,745
Cash flows used in investing activities	(216,386)
Cash flows provided by financing activities	210,371
Net Decrease in Cash and Cash Equivalents and Restricted Cash	(4,270)

End of Period — Cash and Cash Equivalents and Restricted Cash	$	3,375

Operating Activities

Cash flows provided by operating activities were $1.7 million and were primarily driven by interest income from operations.

Investing Activities

Cash flows used in investing activities were $216.4 million and were related to purchases of RTLs and NQMs.

Financing Activities

Cash flows provided by financing activities were $210.4 million and were related to borrowings under the secured financings of $181.0 million and new subscriptions of $50.1 million partially offset by $19.9 million of secured financing repayments.

RECENT ACCOUNTING DEVELOPMENTS

See Note 2 of our consolidated financial statements in this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those that require us to make significant judgments, estimates or assumptions that affect amounts reported in our financial statements or the notes thereto. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable and prudent. Actual results may differ materially from these estimates. See Note 2 to our consolidated financial statements included in this report for a description of our accounting policies.

We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

Set forth below is a summary of what we believe to be our most critical accounting policies and estimates.

The Company has elected the fair value option for certain financial assets and liabilities including RTLs, NQMs and liabilities associated with borrowing facilities. These financial assets and liabilities for which the Company has elected the fair value option are recorded as residential transition loans, at fair value, residential mortgage loans, at fair value and secured financings, at fair value on the consolidated balance sheets. The fair value elections were made to create a more direct alignment between the Company’s financial reporting and the calculation of net asset value per share used to determine the prices at which investors can purchase and redeem shares of the Company’s common shares.

The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately on the Company’s consolidated balance sheets from those instruments using another accounting method.

The Company’s fair value option elections were made in accordance with the guidance in Accounting Standards Codification 825, Financial Instruments that allows entities to make an irrevocable election of fair value as the initial and subsequent

measurement attribute for certain eligible financial assets and liabilities. In the cases of loans and securities investments for which the fair value option is elected, loan origination fees and costs related to the origination or acquisition of the instrument should be immediately recognized in earnings on the consolidated statement of operations within other revenue. In the cases of debt facilities for which the fair value option is elected, financing fees related to the debt should be immediately recognized as an expense on the consolidated statement of operations within financing fees. Unrealized gains and losses on assets and liabilities for which the fair value option has been elected are also reported in earnings without deferral. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees.

OFF-BALANCE SHEET ARRANGEMENTS

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CONTRACTUAL OBLIGATIONS

The following table aggregates our contractual obligations and commitments with payments due subsequent to March 31, 2026 (amounts in thousands):


	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Indebtedness (See Note 5)	$	368,185	$	368,185	$	—	$	—	$	—
Total	$	368,185	$	368,185	$	—	$	—	$	—

SUBSEQUENT EVENT HIGHLIGHTS

Capital Raise Activity

Since April 1, 2026 through the date of this quarterly report, the Company issued the following shares, including shares issued under the Company's distribution reinvestment plan (amounts in thousands except share data):


	Number of Shares Issued	Gross Proceeds
Class J Shares	968,240	$	19,517
Class E Shares	4,958	100
Total	973,198	$	19,617

Distributions

Since April 1, 2026 through the date of this quarterly report, the Company issued the following distributions per share:

Declaration Date

Record Date

Class J Shares

Class E Shares

Payment Date

April 30, 2026

0.1700

May 20, 2026

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported

accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Neither we nor the Adviser is currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or the Adviser. From time to time, we or the Adviser may be a party to certain legal and regulatory proceedings in the ordinary course of business.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in the Part I, Item 1A. “Risk Factors” section in the 2025 Form 10-K filed with the Securities and Exchange Commission. For the quarter ended March 31, 2026, there were no material changes to the risk factors disclosed under Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

During the three months ended March 31, 2026, we sold equity securities that were not registered under the Securities Act as described below. As described in Note 9, “Related Party Transactions,” to our consolidated financial statements, the Adviser may elect to receive its management fee in cash or Class E shares. During the three months ended March 31, 2026, the Adviser elected to receive its management fees in Class E shares and we issued 3,224 unregistered Class E shares to the Adviser in satisfaction of the management fees totaling $65.1 thousand for the period from December 2025 through January 2026. This issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.

During the three months ended March 31, 2026, the Company issued 2,421,589 Class J shares and 64,333 Class E shares for aggregate net proceeds of approximately $50.5 million (inclusive of upfront selling commissions of $0.4 million). During the three months ended March 31, 2026, the Company issued 23,133 Class J shares and 336 Class E shares for aggregate net proceeds of approximately $0.5 million as part of the distribution reinvestment program. The offer and sale of these shares were exempt from the registration provisions of the Securities Act, pursuant to Section 4(a)(2) and Regulation D thereunder.

Share Repurchase Plan

Under the Company’s share repurchase plan, shareholders may request on a monthly basis that we repurchase all or any portion of their shares. 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 in the Company’s discretion. In addition, the Company’s ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each month. Under the Company’s share repurchase plan, to the extent the Company chooses to repurchase shares in any particular month, it will only repurchase shares as of the opening of the last business day of that month (each such date, a “Repurchase Date”). Notwithstanding the foregoing, shareholders holding Class J shares have agreed not to submit their Class J shares for repurchase until the date that is two years from the date of purchase of the applicable Class J shares.

The repurchase price for repurchases will generally be based on the NAV per share of the applicable class as of the last calendar day of the prior month, except that shares tendered for repurchase within the first 12 months of issuance will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The holding period is measured as of the closing date immediately preceding the prospective Repurchase Date. Subject to our ability to meet the applicable REIT tax requirements, the Early Repurchase Deduction may only be waived in the case of repurchase requests arising from the death or qualified disability of the holder and in other limited circumstances.

The aggregate NAV of total repurchases of common shares will be limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the previous calendar quarter). Shares purchased by the Adviser or its affiliates or issued to such parties in lieu of cash in respect of the management fee, the performance fee or as other compensation or as reimbursements of expenses or to the Sponsor for any future commitments to the Company are not subject to these repurchase limitations.

Further, our Board may make exceptions to, modify or suspend the Company’s share repurchase plan if it deems in its reasonable judgment such action to be in the Company’s best interest (including to make exceptions to the repurchase limitations or Early Repurchase Deduction, or repurchase fewer shares than such repurchase limitations).

During the three months ended March 31, 2026, no common shares were repurchased pursuant to the Company’s share repurchase plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number						Exhibit Description
3.1						Certificate of Trust of the Company, dated July 28, 2025 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on October 1, 2025 and incorporated by reference herein)
3.2						Amended and Restated Declaration of Trust of the Company, dated as of November 18, 2025 (filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on November 25, 2025 and incorporated by reference herein)
3.3						Bylaws of the Company (filed as Exhibit 3.3 to the Company’s Registration Statement on Form 10 filed on November 25, 2025 and incorporated by reference herein)
4.1						Distribution Reinvestment Plan of the Company (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on November 25, 2025 and incorporated by reference herein)
4.2						Share Repurchase Plan of the Company (filed as Exhibit 4.2 to the Company’s Registration Statement on Form 10 filed on November 25, 2025 and incorporated by reference herein)












31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statement of Operations; (iii) Consolidated Statement of Changes in Shareholders’ Equity; and (iv) Consolidated Statement of Cash Flows
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)



*			Exhibit filed herewith.
**			Exhibit furnished herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RITHM PERPETUAL LIFE RESIDENTIAL TRUST
Date: May 12, 2026
	By:	/s/ Michael Nierenberg
	Name: Michael Nierenberg Title: Chief Executive Officer and Co-Chief Investment Officer, Trustee

Date: May 12, 2026
	By:	/s/ Nicola Santoro, Jr.
	Name: Nicola Santoro, Jr. Title: Chief Financial Officer and Chief Accounting Officer

Rithm Perpetual Life Residential Trust 10-Q