UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| 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
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