8-KFiled Sep 3, 8:00 PM ET

Rithm Perpetual Life Residential Trust Sells $3M Shares; Declares Aug Payout

Rithm Perpetual Life Residential Trust

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Rithm Perpetual Life Residential Trust Sells $3M Shares; Declares Aug Payout

What Happened

  • Rithm Perpetual Life Residential Trust filed an 8-K on Sept. 4, 2026 disclosing that on Sept. 1, 2026 it sold 148,416.379 Class J common shares for aggregate consideration of $3,041,840 in its continuous private offering. The sale was made under exemptions from registration (Section 4(a)(2) and Rule 506 of Regulation D). The filing also reports the Company issued 3,700.29 Class E common shares to an affiliate of its adviser as payment for the adviser’s monthly management fee of $75,109.23.
  • Separately, the Company declared its August 2026 distributions of $0.1700 per share (gross and net) for both Class J and Class E common shares, payable to shareholders of record immediately after the close of business on Aug. 31, 2026, with payment on or about Sept. 18, 2026. Shareholders may receive cash or have distributions reinvested through the Company’s reinvestment plan.

Key Details

  • Shares sold: 148,416.379 Class J common shares for $3,041,840 (includes $49,840 upfront selling commission).
  • Date of sale: Sept. 1, 2026; 8-K filed Sept. 4, 2026. Sale conducted in a continuous private offering exempt under Section 4(a)(2) and Rule 506.
  • Adviser fee: 3,700.29 Class E common shares issued to Rithm Perpetual Life Residential Investor LLC as payment for the adviser’s monthly fee of $75,109.23 (advisory agreement dated Nov. 18, 2025).
  • Distributions: $0.1700 per share (gross and net) for both Class J and Class E; record date Aug. 31, 2026; payment on or about Sept. 18, 2026; cash or reinvestment options available.

Why It Matters

  • The unregistered share sale raised about $3.04M of capital, which affects share count and liquidity while following private-offering exemptions (no public registration).
  • Issuing Class E shares to pay the adviser’s fee increases outstanding shares and can modestly dilute existing holders.
  • The declared $0.17 distribution is a near-term cash (or reinvestment) return for shareholders and signals the Company’s distribution schedule for August 2026.