Rithm Capital Registers New Perpetual-Life Residential REIT With SEC
Rithm Perpetual Life Residential Trust has filed an initial registration statement with the U.S. Securities and Exchange Commission for a new privately placed, non-listed, perpetual-life real estate investment trust sponsored by Rithm Capital Corp. (NYSE: RITM), a publicly traded asset manager focused on real estate and financial services with approximately $8.1 billion in stockholder equity as of June 30, 2025.
According to the filing, the trust’s investment objectives include providing current income through regular distributions, preserving investor capital, and pursuing yield and capital appreciation while managing downside risk. It plans to invest primarily in residential transitional loans, non-qualified mortgage loans, scratch-and-dent and non-performing loans, reperforming and second loans, manufactured-housing loans, synthetic and credit-risk transfers, consumer loans, and collateralized loan obligations.
The filing states that current market conditions may present opportunities to acquire high-quality assets in the real estate and financial services sectors at attractive yields. It also notes that the quality of housing collateral and borrower credit strength could provide favorable risk-adjusted returns. The REIT anticipates that increased liquidity needs in the broader market may create additional investment opportunities.
The trust will offer multiple share classes designed to accommodate a range of investor types, distribution channels, and fee structures.
The REIT will be externally managed by RCM GA Manager LLC, an affiliate of Rithm Capital, and will issue seven common share classes — S, T, D, I, J, J-2 and E — each structured for specific investors and sales channels.
Class S shares are designed for retail investors purchasing through broker-dealers or other financial intermediaries. These shares may include up to 3.5% in transaction fees and an annual servicing fee of 0.85% of net asset value, paid monthly.
Class T shares are also distributed through intermediary channels to retail investors and carry up to 3.5% in upfront fees plus ongoing servicing charges. Shares acquired through the distribution reinvestment plan (DRIP) do not incur upfront fees but remain subject to ongoing servicing fees.
Class D shares are intended for fee-based advisory accounts and institutional investment platforms. They may include up to 1.5% in upfront fees and an annual servicing fee of 0.25%.
Class I shares are aimed at institutional investors and registered investment advisers and do not include upfront selling or ongoing servicing fees. These are typically offered through direct subscriptions or fee-based advisory channels.
Class J and Class J-2 shares are expected to be offered through strategic or partner distribution channels. They may include up to 2% in upfront fees and are subject to a two-year holding restriction before they can be tendered for repurchase.
Class E shares will be issued to Rithm Capital and its affiliates as part of the sponsor’s investment commitment and will not include placement or servicing fees. The sponsor has agreed to purchase the lesser of 5% of total net asset value or $20 million in Class E shares.
All share classes will have equal voting rights and may convert into Class I shares upon a liquidity event, such as a listing, merger, or other reorganization.
Together, these share structures are designed to provide flexibility across retail, institutional, and strategic investor channels while aligning distribution costs and access with each investor segment.
The filing does not yet specify minimum investment amounts or distribution policies other than a distribution reinvestment plan. It notes that the trust may hold cash and short-term investments to manage liquidity for an anticipated share-repurchase plan. The REIT disclosed a management fee of 1.25% of net asset value per year until it becomes a publicly offered REIT.
This registration is just the latest in a list of recently registered non-traded REITs, including several from institutional firms such as Morgan Stanley, J.P. Morgan, and BGO.
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