Rithm Perpetual Life Residential Trust Reports Equity Sale
| Field | Detail |
|---|---|
| Company | Rithm Perpetual Life Residential Trust |
| Form Type | 8-K |
| Filed Date | Dec 3, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Key Dollar Amounts | $60.5 million, $3,000,000, $500,160, $20.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-securities, equity-sale
TL;DR
Rithm Perpetual Life Residential Trust sold unregistered equity. Details TBD.
AI Summary
Rithm Perpetual Life Residential Trust filed an 8-K on December 3, 2025, reporting unregistered sales of equity securities as of December 1, 2025. The filing does not specify the number of shares sold or the price per share, but it indicates a transaction occurred under the 1934 Securities Exchange Act.
Why It Matters
This filing indicates potential dilution or a change in the equity structure of Rithm Perpetual Life Residential Trust, which could impact existing shareholders.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or a less transparent transaction, requiring further investigation into the terms and impact.
Key Players & Entities
- Rithm Perpetual Life Residential Trust (company) — Registrant
- December 1, 2025 (date) — Date of earliest event reported
- December 3, 2025 (date) — Date of report
- Maryland (jurisdiction) — State of incorporation
- 000-56783 (identifier) — Commission File Number
- 39-7059385 (identifier) — IRS Employer Identification No.
- 212 850 7770 (phone_number) — Registrant's telephone number
FAQ
What specific type of equity securities were sold?
The filing does not specify the type of equity securities sold, only that it was an 'Unregistered Sales of Equity Securities'.
How many shares were sold in this unregistered offering?
The filing does not disclose the number of shares sold.
What was the price or valuation of the unregistered equity securities sold?
The filing does not provide information on the price or valuation of the securities.
Were these securities sold to accredited investors or under a specific exemption from registration?
The filing indicates 'Unregistered Sales of Equity Securities' but does not detail the specific exemption or the nature of the purchasers.
What is the purpose of this unregistered sale of equity securities for Rithm Perpetual Life Residential Trust?
The filing does not state the purpose behind the unregistered sale of equity securities.
Filing Stats: 515 words · 2 min read · ~2 pages · Grade level 12.6 · Accepted 2025-12-03 16:30:34
Key Financial Figures
- $60.5 million — ggregate consideration of approximately $60.5 million. The offer and sale of the Shares were
- $3,000,000 — ) Class E Common Shares 150,000 (2) $3,000,000 (2) (1) Includes upfront selling comm
- $500,160 — Includes upfront selling commission of $500,160. (2) On December 1, 2025, the Company
- $20.00 — Capital Corp., at a price per share of $20.00 for aggregate consideration of $3,000,0
Filing Documents
- tm2532662d1_8k.htm (8-K) — 30KB
- 0001104659-25-118144.txt ( ) — 187KB
- none-20251201.xsd (EX-101.SCH) — 3KB
- none-20251201_lab.xml (EX-101.LAB) — 33KB
- none-20251201_pre.xml (EX-101.PRE) — 22KB
- tm2532662d1_8k_htm.xml (XML) — 3KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. In connection with the continuous private offering of Rithm Perpetual Life Residential Trust, a Maryland statutory trust (the "Company"), on December 1, 2025, the Company sold an aggregate of 2,997,900 common shares (the "Shares") for aggregate consideration of approximately $60.5 million. The offer and sale of the Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The following table details the Shares sold: Title of Securities Number of Shares Sold Aggregate Consideration Class J Common Shares 2,847,900 $ 57,458,160 (1) Class E Common Shares 150,000 (2) $3,000,000 (2) (1) Includes upfront selling commission of $500,160. (2) On December 1, 2025, the Company issued an aggregate of 150,000 Class E Common Shares to Rithm Perpetual Life Residential Investor LLC, an affiliate of the Company's sponsor, Rithm Capital Corp., at a price per share of $20.00 for aggregate consideration of $3,000,000.
SIGNATURES
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 hereunto duly authorized. Rithm Perpetual Life Residential Trust By: /s/ Nicola Santoro, Jr. Name: Nicola Santoro, Jr. Title: Chief Financial Officer and Chief Accounting Officer Dated: December 3, 2025