{"url_path":"/sec/cik-0002081628/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2081628/0001628280-26-034042-index.html","accession_number":"0001628280-26-034042","cik":"0002081628","ticker":null,"issuer_name":"Rithm Perpetual Life Residential Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/2081628/0001628280-26-034042-index.html","primary_entity_key":"0002081628","primary_entity_name":"Rithm Perpetual Life Residential Trust"},"word_count":696,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nUnregistered Sales of Equity Securities\n\nDuring 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.\n\nDuring 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.\n\nShare Repurchase Plan\n\nUnder 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.\n\nThe 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.\n\nThe 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.\n\nFurther, 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).\n\n30\n\nDuring the three months ended March 31, 2026, no common shares were repurchased pursuant to the Company’s share repurchase plan."}