Rithm Property Trust (NYSE: RPT) to raise $300M for loan portfolio

Rhea-AI Filing Summary

Rithm Property Trust Inc. is conducting a primary offering of up to $300,000,000 of common stock, with an underwriters’ option for an additional $45,000,000 to cover over-allotments. The shares trade on the NYSE under the symbol RPT; the last reported price on July 10, 2026 was $14.19.

The company plans to contribute net proceeds from this offering and a $200,000,000 concurrent private placement with affiliate Rithm Capital to its operating partnership to help finance the anticipated acquisition of a Genesis-originated multifamily transition loan portfolio with approximately $951.1 million unpaid principal balance, plus other investments and general corporate purposes, alongside borrowings under a CRE repurchase facility.

Management reports preliminary second-quarter 2026 GAAP comprehensive income between $79,000 and $853,000 and book value of $30.25–$30.35 per share. Recent actions include a temporary reduction of the management fee rate from 1.5% to 1.0%, a quarterly common dividend of $0.36 per share, and continued repositioning from residential mortgages toward commercial real estate credit.

Filing Explained

The filing sets a potentially dilutive equity-financing framework, but blank proceeds and share counts mean no completed sale or exact dilution is disclosed.

The July 13 preliminary 424B5 sets terms for a proposed primary common-stock sale of $300 million, plus a $45 million over-allotment option, but it is subject to completion and does not establish that shares were sold; if completed, additional shares would dilute existing holders’ percentage ownership.

The conditional concurrent private placement could provide up to $200 million from Rithm, through common stock up to a 33% ownership limit or, if that limit is reached, Series D preferred stock convertible into common stock after required stockholder approval.

The supplement leaves net proceeds and post-offering share counts blank, so the exact cash raised and dilution cannot be established from this filing.

Series D, if issued, would rank senior to common stock for incremental dividends and liquidation rights; its incremental dividend begins two years after issuance at 2% annually and can rise to 8%.

The financing is intended to support the Genesis Loan Purchase, which is expected to close in July 2026, but the offering is not conditioned on that purchase and the filing says the purchase may not close.

For scale only, the stated gross offering amount equals 9127.8 days of the last reported quarterly operating cash use; that compares capacity with historical cash use, not cash received.

Sources and calculations

• Rithm Property Trust Inc. preliminary Form 424B5 prospectus supplement (2026-07-13)
• Dilution definition (2026-07-14)
• Private placement / PIPE definition (2026-07-14)
• Rithm Property Trust Inc. first-quarter 2026 fundamentals (2026-03-31)

• Offering gross vs quarterly operating cash outflow, in days of cash use $300,000,000 / ($2,958,000 / 90) = [object Object]

Key Figures

Common stock offering size: $300,000,000 Underwriters’ over-allotment option: $45,000,000 Genesis Loan Portfolio UPB: $951,066,000 +5 more

8 metrics

Common stock offering size $300,000,000 Primary offering of common stock under NYSE symbol RPT

Underwriters’ over-allotment option $45,000,000 Option to purchase additional common shares within 30 days

Genesis Loan Portfolio UPB $951,066,000 Anticipated multifamily transition loan portfolio unpaid principal balance

Genesis Loan Portfolio leverage $713,299,000 Aggregate leverage associated with Genesis Loan Portfolio

Genesis Loan Portfolio WA interest rate 8.83% Weighted average interest rate across anticipated Genesis Loan Portfolio

May 2026 Loan Portfolio UPB $102,100,000 Unpaid principal balance of multifamily transition loans acquired in May 2026

Illustrative net levered yield – May 2026 portfolio 14.0% Net levered yield at initial funding of May 2026 Loan Portfolio

Preliminary book value per share $30.25–$30.35 Estimated range at June 30, 2026 on 7,772,564 shares outstanding

Key Terms

real estate investment trust, Earnings available for distribution, multifamily transition loans, repurchase facility, +2 more

6 terms

real estate investment trust financial

"We elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes"

A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.

Earnings available for distribution financial

"“Earnings available for distribution” is a non-GAAP financial measure of the Company’s operating performance"

Earnings available for distribution are the portion of a company’s profit that remains after paying taxes, meeting legal or contractual reserves, and covering any required debt or operating obligations — essentially the cash the business can legally and practically give to shareholders or unitholders. Investors watch this number because it shows how much income a company can return as dividends or distributions, similar to the money left in a household account after paying bills and savings goals.

multifamily transition loans financial

"RTLs that are secured by multifamily properties are referred to as multifamily transition loans (“MTLs”)"

repurchase facility financial

"the Company has a master repurchase facility (the “CRE Repurchase Facility”)"

A repurchase facility is a company’s authorized program to buy back its own shares from the market over time, similar to a retailer setting aside money to repurchase and retire its own inventory. It matters to investors because buybacks reduce the number of shares outstanding, which can raise earnings per share and signal management’s confidence in the business, but they also use cash that could otherwise fund growth or pay dividends.

Secured Overnight Financing Rate financial

"Interest is calculated based on a spread to one-month Secured Overnight Financing Rate (“SOFR”)"

A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.

Series D Preferred Stock financial

"a new class of non-voting convertible preferred stock (the “Series D Preferred Stock”)"

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Net proceeds from the common stock offering and a concurrent $200,000,000 private placement will be contributed to the operating partnership to help finance the anticipated Genesis Loan Purchase of multifamily transition loans and for other investments and general corporate purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/14/2026 - 06:05 AM Accepted by SEC EDGAR 07/13/2026 - 05:55 PM Learn about SEC filing dates

FAQ

What is Rithm Property Trust (RPT) offering in this transaction?

Rithm Property Trust is offering $300,000,000 of common stock, with an underwriters’ option to buy up to an additional $45,000,000 of shares. The common stock is listed on the NYSE under the symbol RPT at a last reported price of $14.19 per share.

How will Rithm Property Trust (RPT) use the proceeds from the $300 million stock sale?

Rithm Property Trust intends to contribute net proceeds to its operating partnership, which will use them, with CRE repurchase facility borrowings and cash, to help finance the anticipated Genesis Loan Purchase of multifamily transition loans and for other investments and general corporate purposes.

What are the key features of RPT’s anticipated Genesis Loan Purchase?

The Genesis Loan Purchase targets a multifamily transition loan portfolio with about $951.1 million unpaid principal balance and leverage of $713.3 million. The loans carry a weighted average interest rate of 8.83% and an average remaining term of 18.0 months, subject to changes before closing.

How does the concurrent private placement with Rithm affect RPT’s capital structure?

An affiliate of Rithm has indicated interest in purchasing $200,000,000 of securities at the public offering price so that Rithm may own up to 33% of RPT’s common stock, with any excess invested in non-voting Series D Preferred Stock convertible to common upon stockholder approval.

What preliminary Q2 2026 financial results did Rithm Property Trust (RPT) disclose?

For the quarter ended June 30, 2026, Rithm Property Trust estimates GAAP comprehensive income between $79,000 and $853,000, or $0.01 to $0.11 per diluted share, and non-GAAP earnings available for distribution between $(623,000) and $151,000, all subject to final closing adjustments.

What recent dividends has Rithm Property Trust (RPT) declared?

On June 26, 2026, Rithm Property Trust declared a quarterly common dividend of $0.36 per share, payable July 31, 2026, and a quarterly dividend of $0.6171875 per share on its 9.875% Series C preferred stock, payable August 15, 2026, to respective stockholders of record.

What is Rithm Property Trust’s (RPT) preliminary book value as of June 30, 2026?

Rithm Property Trust expects total book value between $235 million and $236 million, or $30.25 to $30.35 per share, based on 7,772,564 shares outstanding as of June 30, 2026. These figures are preliminary and may change after final accounting procedures.

TABLE OF CONTENTS

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 Filed Pursuant to Rule 424(b)(5)
 Registration No. 333-281986​

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated November 13, 2024)

SUBJECT TO COMPLETION, DATED JULY 13, 2026

$300,000,000

Rithm Property Trust Inc.

Common Stock

​

We are offering $300,000,000 of shares of our common stock, $0.01 par value per share, to be sold in this offering.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RPT.” On July 10, 2026, the last reported sale price of our common stock was $14.19 per share.

We elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2014. To assist us in complying with certain U.S. federal income tax requirements applicable to REITs, among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of all classes or series of our capital stock. See “Restrictions on Ownership and Transfer” in the accompanying prospectus for a description of these restrictions.

To the extent that gross proceeds (before expenses) to us in this offering are less than $300,000,000, an affiliate of Rithm Capital Corp., a Delaware corporation (together with its subsidiaries, “Rithm”) and an affiliate of our Manager (as defined herein), has indicated an interest in purchasing $200,000,000, which amount may vary based on the final public offering size, in a concurrent transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), at a per-share price equal to the public offering price in this offering, (i) a number of shares of our common stock such that, after giving effect to this offering (including any exercise of the underwriters’ option to purchase additional shares of our common stock), Rithm would beneficially own an aggregate of up to 33% of our issued and outstanding shares of common stock (the “Rithm Common Stock Ownership Limitation”), and (ii) if the Rithm Common Stock Ownership Limitation is reached, a number of shares of a new class of non-voting convertible preferred stock (the “Series D Preferred Stock”), which shares of preferred stock would be convertible into shares of our common stock at such time as approval of stockholders for such conversion is obtained (collectively, the “Concurrent Private Placement”). The closing of the Concurrent Private Placement is conditioned on, and is expected to occur promptly following, the consummation of this offering. The shares, if any, purchased by Rithm, will not be subject to any underwriting discounts or commissions.

Investing in our common stock involves risk. See “Risk Factors” beginning on page S-10 of this prospectus supplement and the risks set forth under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as additional risks that may be described in future reports or information that we file with the U.S. Securities and Exchange Commission (the “SEC”) which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

​

​

​

Per Share

​

​

Total(1)

​

Public offering price

​

​

​

$

​

​

​

​

$

​

​

Underwriting discounts and commissions(2)

​

​

​

$

​

​

​

​

$

​

​

Proceeds, before expenses, to us

​

​

​

$

​

​

​

​

$

​

​

​

​

(1)

Assumes no exercise of the underwriters’ option to purchase additional shares described below.

​

(2)

See “Underwriting” for a description of compensation payable to the underwriters.

​

We have granted the underwriters an option to purchase up to an additional $45,000,000 of shares of our common stock within 30 days from the date of this prospectus supplement solely to cover over-allotments.

We expect to deliver shares of our common stock on or about            , 2026.

Book-Running Managers

​ Goldman Sachs & Co. LLC ​ ​ RBC Capital Markets ​ ​ UBS Investment Bank ​ ​ Wells Fargo Securities
​

​ BTIG ​ ​ Keefe, Bruyette & Woods A Stifel Company ​ ​ Piper Sandler ​

​

The date of this prospectus supplement is           , 2026.

TABLE OF CONTENTS​​

TABLE OF CONTENTS

Prospectus Supplement

​	​	​	Page				​
About this Prospectus Supplement and the Accompanying Prospectus	​	​	​	​	S-iii	​	​
Non-GAAP Financial Measures	​	​	​	​	S-iv	​	​
Cautionary Note Regarding Forward-Looking Statements	​	​	​	​	S-v	​	​
Prospectus Supplement Summary	​	​	​	​	S-1	​	​
The Offering	​	​	​	​	S-8	​	​
Risk Factors	​	​	​	​	S-10	​	​
Use of Proceeds	​	​	​	​	S-17	​	​
Capitalization	​	​	​	​	S-18	​	​
Distribution Policy	​	​	​	​	S-19	​	​
Description of Series D Preferred Stock	​	​	​	​	S-20	​	​
Supplemental Material U.S. Federal Income Tax Considerations	​	​	​	​	S-23	​	​
Underwriting	​	​	​	​	S-25	​	​
Legal Matters	​	​	​	​	S-30	​	​
Experts	​	​	​	​	S-31	​	​
Incorporation of Certain Documents by Reference	​	​	​	​	S-32	​	​

Prospectus

​	About This Prospectus	​	​	​	​	i	​	​
​	Forward-Looking Statements	​	​	​	​	ii	​	​
​	Our Company	​	​	​	​	1	​	​
​	Risk Factors	​	​	​	​	2	​	​
​	Use of Proceeds.	​	​	​	​	2	​	​
​	Description of Securities We May Offer	​	​	​	​	2	​	​
​	Description of Common Stock	​	​	​	​	3	​	​
​	Description of Preferred Stock	​	​	​	​	5	​	​
​	Description of Debt Securities	​	​	​	​	7	​	​
​	Description of Warrants	​	​	​	​	13	​	​
​	Description of Units	​	​	​	​	14	​	​
​	Restrictions on Ownership and Transfer	​	​	​	​	15	​	​
​	Certain Provisions of Maryland Law and our Charter and Bylaws	​	​	​	​	17	​	​
​	Material U.S. Federal Income Tax Considerations	​	​	​	​	23	​	​
​	Plan of Distribution	​	​	​	​	49	​	​
​	Incorporation of Certain Documents by Reference	​	​	​	​	51	​	​
​	Where you can Find More Information	​	​	​	​	52	​	​
​	Legal Matters	​	​	​	​	52	​	​
​	Experts	​	​	​	​	52	​	​

You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus supplement and the accompanying prospectus do

S-i

TABLE OF CONTENTS

not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any applicable free writing prospectus and the documents incorporated by reference herein or therein is accurate only as of their respective dates or on the date or dates which are specified in these documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

S-ii

TABLE OF CONTENTS​

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to the common stock we are offering.

To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or documents incorporated by reference prior to the date of this prospectus supplement, the information in this prospectus supplement supersedes such information. In addition, to the extent any information incorporated by reference in this prospectus supplement or the accompanying prospectus from a filing we make with the SEC after the date of this prospectus supplement adds to, updates or changes information contained in this prospectus supplement, the accompanying prospectus or an earlier filing we made with the SEC that is incorporated by reference in this prospectus supplement or the accompanying prospectus, the information in such later filing shall be deemed to modify, update and supersede such information in this prospectus supplement, the accompanying prospectus or the earlier filing with the SEC.

This prospectus supplement does not contain all of the information that is important to you. You should read the accompanying prospectus as well as the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Incorporation of Certain Documents by Reference” in this prospectus supplement and “Where You Can Find More Information” in the accompanying prospectus.

Unless otherwise indicated or unless the context requires otherwise, references in this prospectus supplement to “we,” “us,” “our” and the “Company” refer to Rithm Property Trust Inc., a Maryland corporation, and its subsidiaries; references to our “Manager” refer to RCM GA Manager LLC, a Delaware limited liability company; references to “Rithm” refer to Rithm Capital Corp. a Delaware corporation, and its subsidiaries, which is an affiliate of our Manager; and references to “Operating Partnership” refer to Great Ajax Operating Partnership L.P., a Delaware limited partnership.

S-iii

TABLE OF CONTENTS​

NON-GAAP FINANCIAL MEASURES

The Company has three primary variables that impact its performance: (i) net interest margin on assets held within the investment portfolio; (ii) realized and unrealized gains or losses on assets held within the investment portfolio, including any impairment or reserve for expected credit losses; and (iii) the Company’s operating expenses and taxes.

“Earnings available for distribution” is a non-GAAP financial measure of the Company’s operating performance, which is used by management to evaluate the Company’s performance excluding: (i) net realized and unrealized gains and losses on certain assets and liabilities; and (ii) other net income and losses not related to the performance of the investment portfolio.

The Company’s definition of earnings available for distribution excludes certain realized and unrealized losses, which although they represent a part of the Company’s recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance. Within other net income and losses, management primarily excludes equity-based compensation expenses.

With regard to non-capitalized transaction-related expenses, management does not view these costs as part of the Company’s core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Non-capitalized transaction-related expenses generally relate to legal and valuation service costs, as well as other professional service fees, incurred when the Company acquires certain investments.

Management believes that the adjustments to compute “earnings available for distribution” specified above allow investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company’s activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company’s current core performance using the same financial measure that management uses to operate the business. Management also utilizes earnings available for distribution as a financial measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company’s investments, as well as the allocation of resources between those investments, and management also relies on earnings available for distribution as an indicator of the results of such decisions. Earnings available for distribution excludes certain recurring items, such as gains and losses (including impairment) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company’s core operations for the reasons described herein. As such earnings available for distribution is not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP comprehensive (loss)/income which is inclusive of all of the Company’s activities.

The Company views earnings available for distribution as a consistent financial measure of its portfolio’s ability to generate income for distribution to common stockholders. Earnings available for distribution does not represent and should not be considered as a substitute for, or superior to, comprehensive (loss)/income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company’s calculation of this financial measure may not be comparable to similarly entitled financial measures reported by other companies. Furthermore, to maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. Because the Company views earnings available for distribution as a consistent financial measure of its ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company’s board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company’s taxable income, a guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.

S-iv

TABLE OF CONTENTS​

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, including the documents incorporated by reference into this prospectus supplement, contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such forward-looking statements relate to, among other things, the performance of our investments, expected results, our financing needs and the size and attractiveness of market opportunities, and similar expressions concerning matters that are not historical facts. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “plan,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue” or other similar words or expressions.

Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations, cash flows or financial condition or state other forward-looking information. Our ability to predict results or the actual outcome of future plans or strategies is inherently limited. Although we believe that the expectations reflected in such forward-looking statements are based on potentially accretive opportunities, our investment strategy and our reasonable assumptions, our actual results, activities and performance could differ materially from those set forth in the forward-looking statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results.

Our ability to implement our business strategy is subject to numerous risks, and the following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of risk factors we face, which are set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. These risks include, among others:

•

the use and allocation of the net proceeds from this offering;

​

•

whether we will complete the Genesis Loan Purchase (as defined below) on its contemplated terms, within the timeframe anticipated, or at all;

​

•

risks associated with the Genesis Loan Purchase, including but not limited to, borrower risk, risks related to short-term loans and balloon payments, risks related to construction loans, risks related to “fix and flip” loans and concentration risk;

​

•

risks related to our business strategy to invest in the commercial real estate (“CRE”) sector, including commercial mortgage-backed securities (“CMBS”), commercial real property and commercial mortgage loans, and the risk that we may not successfully execute on our strategy;

​

•

Rithm’s ability to exert significant influence over us and effectively conduct our investment activities;

​

•

Rithm’s ability to manage and address potential conflicts of interest relating to our investment objectives, which may overlap with the investment objectives of Rithm or one of its operating companies;

​

•

the expectation that we will continue to incur increasing and significant consolidated net losses from our residential mortgage holdings;

​

•

the impact of changes in interest rates and the market value of the collateral underlying our non-performing loans (“NPLs”), re-performing loans (“RPLs”) and residential mortgage-backed securities (“RMBS”) real estate assets;

​

•

the non-recourse nature of our investments in commercial mortgage loans and the limited options for financial recovery in the event of default;

​

•

general risks of CRE investments, including, but not limited to, the risk of delinquency and foreclosure, the risks of loss, the dependence upon the successful operation of, and the net

​

S-v

TABLE OF CONTENTS

income from, real property, and the risks that may be specific to a particular type or use of a particular property;

•

the impact of our recent acquisition of an indirect minority interest in Paramount Group Operating Partnership LP, which through its affiliates and joint ventures owns a portfolio of CRE properties in the Elecor Properties platform;

​

•

risks associated with the servicers of CRE loans;

​

•

the risks associated with investments in CMBS, including, but not limited to, interest shortfalls, the regulation of CRE loans and the results of bankruptcy or insolvency claims which could invalidate the debt;

​

•

difficulties in consummating sales of our NPLs and RPLs at attractive prices and on a prompt timeline or at all and adverse market developments negatively impacting the value of, and the returns expected from, such assets;

​

•

changes in general economic conditions, including, but not limited to, adverse changes in the real estate, mortgage or housing markets, and other changes in the general economy, including the impacts of tariffs and inflation or other governmental policies, geopolitical uncertainty, including the conflict in Iran, a general economic slowdown, increased market volatility or a severe recession in our industry or in the CRE sector, including the impact on the value of our assets or the performance of our investments;

​

•

the impact of adverse weather conditions, man-made or natural disasters, including wildfires and flooding events, and climate change;

​

•

the fact that our share price has been and may continue to be volatile;

​

•

interest rate fluctuations and shifts in the yield curve, as well as changes in credit spreads, and the risks related to the success of any hedging strategy we may undertake in relation to such changes;

​

•

cybersecurity incidents and technology disruptions or failures, including risks related to the use of artificial intelligence by us;

​

•

general volatility of the capital markets;

​

•

the impact of adverse legislative or regulatory tax changes;

​

•

our ability to control our costs;

​

•

our ability to obtain financing arrangements and access the capital markets on favorable terms or at all;

​

•

the leverage we use in executing our business strategy, which may adversely affect the return on our assets and may reduce cash available for distribution to our stockholders and increase losses when economic conditions are unfavorable;

​

•

our failure to comply with the covenants under our borrowing arrangements;

​

•

our ability to retain our engagement of our Manager;

​

•

the ability of Newrez LLC (“Newrez”), an affiliate of Rithm, and other service providers affiliated with Rithm to perform their respective obligations under our servicing agreements for mortgage loans and real property;

​

•

the impact of our recently completed reverse stock split;

​

•

our failure to qualify or maintain qualification as a real estate investment trust (“REIT”); and

​

•

our failure to maintain our exemption from registration under the Investment Company Act of 1940, as amended.

​

S-vi

TABLE OF CONTENTS​

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. We urge you to read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully, including the financial statements and notes to those financial statements incorporated by reference herein and therein. Please read the section of this prospectus supplement entitled “Risk Factors” for more information about important risks that you should consider before investing in our common stock.

Overview of the Company

Rithm Property Trust Inc. is a Maryland corporation that is organized and operated in a manner intended to allow us to qualify as a REIT. In connection with the closing of our strategic transaction on June 11, 2024 (the “Strategic Transaction”), we entered into a management agreement (the “Management Agreement”) with our Manager, an affiliate of Rithm, to serve as our external manager. Under the Management Agreement, we operate an opportunistic commercial real estate platform. Since Rithm became our manager, our Earnings Available for Distribution (“EAD”) has stabilized from a $(9.6) million quarterly loss to near break-even. We have also deployed approximately $500 million of capital on a gross basis, demonstrating the pace of portfolio transition under Rithm’s stewardship. In addition, we sold $83 million of RMBS as of March 31, 2026, with the remaining legacy residential portfolio in run-off as we continue to reposition the balance sheet toward our target commercial real estate strategy.

Our target assets include commercial mortgage-backed securities, commercial real property, commercial mortgage loans, including multifamily transition loans, and other commercial real estate investments. Although historically, we have primarily targeted acquisitions of RPLs and NPLs, we do not anticipate investing further in residential mortgage loans, RPLs or NPLs. Although we do not anticipate making such further investments, the pre-existing mortgage loans on our balance sheet are well-seasoned, with low loan-to-value ratios and stable performance.

Given the change in focus of our business, we intend to, over time, reposition much of our existing portfolio. We currently anticipate monetizing subordinate positions in three securitizations, and continuing to market loans for sale subject to favorable market conditions. We believe commercial real estate offers an attractive investment opportunity given current market dynamics that are creating significant refinancing challenges and funding gaps.

Overview of Rithm

Rithm is a global asset manager focused on real estate, credit and financial services which seeks to generate long-term value for its stockholders by leveraging its investment expertise and operating capabilities to identify, acquire, manage and seek to enhance the value of real estate-related and other financial assets. Rithm operates an integrated platform, spanning asset-based finance, residential and commercial real estate lending, commercial real estate ownership and investment, mortgage servicing rights (“MSRs”) and structured credit, that combines operating companies, investment portfolios and asset management capabilities across the residential mortgage, real estate and credit markets. Headquartered in New York City, Rithm has a global presence with offices in London, Hong Kong, Tokyo, Toronto and Abu Dhabi.

Rithm conducts its business through the following segments: (i) origination and servicing, (ii) residential transitional lending, (iii) asset management, (iv) investment portfolio and (v) commercial real estate.

Rithm’s origination and servicing segment includes its residential mortgage origination business and its servicing platform. Its residential mortgage origination business sources and originates loans through four channels: Direct to Consumer, Retail/Joint Venture, Wholesale and Correspondent. Its servicing platform complements its origination business and provides performing and special servicing

S-1

TABLE OF CONTENTS

capabilities to its subsidiaries and third-party clients. In addition, to origination and servicing activities, Rithm has wholly-owned subsidiaries that provide title, appraisal and property preservation and maintenance services.

Rithm’s residential transitional lending segment primarily operates through its wholly owned subsidiary, Genesis Capital LLC (“Genesis”), a residential transitional lender. Genesis originates and manages a portfolio of short-term, business-purpose mortgage loans used by experienced developers of and investors in residential real estate, including multifamily residential properties, to finance transitional projects, including construction, renovation and bridge financings.

Rithm’s asset management segment includes Rithm Asset Management LLC and its wholly owned subsidiaries, including Sculptor Capital Management, Inc. (“Sculptor”), Crestline Management L.P. (“Crestline”), as well as certain investment advisory entities, including our Manager (our Manager, together with such other investment advisory entities, the “Rithm Advisers”). The Rithm Advisers manage our Company and Rithm Perpetual Life Residential Trust pursuant to management and/or advisory agreements. Through Sculptor, Crestline and the Rithm Advisers, Rithm provides asset management services and investment products through commingled funds, separate accounts and other alternative investment vehicles, generating primarily fee-based revenues.

Rithm’s investment portfolio segment includes investments in real estate-related assets and operating businesses across the residential mortgage and real estate lifecycle. These investments primarily consist of residential mortgage loans, single-family rental properties, consumer loans, non-agency securities, excess MSRs and servicer advance investments, which generate income primarily through interest income, rental revenue and other investment portfolio revenues.

Rithm’s commercial real estate segment includes the ownership, operation and management of a portfolio of CRE assets, primarily Class A office properties located in New York City and San Francisco, which reflects Rithm’s expansion into CRE equity ownership and operations, including the acquisition of the Elecor Properties platform (formerly known as Paramount Group Inc.) in December 2025. Rithm manages these assets as part of its broader CRE platform, generating revenues primarily from rental revenue and other property-related revenues. In April 2026, Rithm announced the rebranding of the Paramount Group platform to Elecor Properties.

As of March 31, 2026, Rithm had approximately $53.4 billion in total assets and $9.1 billion in stockholders’ equity. In addition, as of March 31, 2026, Rithm had approximately $59 billion in assets under management, of which $37 billion and $19 billion was managed by Sculptor and Crestline, respectively. Assets under management generally refers to the assets for which Rithm provides investment management, advisory or certain other investment-related services, and generally includes (i) the net asset value of managed accounts, open-ended and closed-end funds or the gross asset value of real estate and real estate funds, (ii) uncalled capital commitments and (iii) par value of structured credit vehicles (e.g., collateralized loan obligations). Assets under management also includes as amounts that are not subject to management fees, incentive income or other amounts earned on assets under management, and amounts that are invested in other affiliated funds/vehicles.

Our Tax Status

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Our qualification as a REIT depends upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”) relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code, and that our current intended manner of operation enables us to meet the requirements for taxation as a REIT for U.S. federal income tax purposes. As a REIT, we generally are not subject to U.S. federal income tax on our REIT taxable income that we distribute currently to our stockholders.

Industry Trends and Market Opportunity

We believe that there is a compelling market opportunity in commercial real estate and that our business strategy, including our contemplated acquisitions of MTLs, will enable us to reposition our

S-2

TABLE OF CONTENTS

portfolio into high-quality assets for earnings accretion and sustainable dividend coverage. We further believe that leveraging our Manager’s experienced management team, track record and expertise across the CRE sector will continue to enable opportunistic capital deployment.

We see tailwinds for commercial real estate in 2026 and beyond, with meaningful opportunities for alternative CRE lenders as traditional capital providers continue to work through legacy issues, including expected mounting refinancing pressure, which we expect to remain above historical averages. We believe that fundamentals across CRE asset classes are improving, including stabilization of property values due to stronger occupancy rates, limited future supply and improved capital availability. In addition, the total addressable market for transitional lending has increased from $221 billion in 2016 to $362 billion in 2025. Demand for multi-family is bolstered by delays in homeownership.

Genesis Residential Loan Portfolio Transactions

Overview of Genesis

Rithm, through Genesis, its wholly-owned subsidiary, specializes in originating and managing a portfolio of residential transition loans (“RTLs”). RTLs consist of short-term business purpose loans used by real estate investors and developers to finance transitional projects, and include construction loans (provided for ground-up construction, including mid-construction refinancing of ground-up construction and the acquisition of properties), bridge loans (for initial purchase, refinance of completed projects or rental properties) and renovation loans (for acquisition or refinancing of loans for properties requiring renovation, excluding ground-up construction). RTLs are generally secured by a mortgage or first deed of trust lien on residential real estate, and each loan is typically backed by a corporate or personal guarantee to provide further credit support for the loan. The guarantee may be collaterally secured by a pledge of the guarantor’s interest in the borrower or other real estate or assets owned by the guarantor. The loans are generally structured with partial funding at closing and additional loan installments disbursed to the borrower upon satisfactory completion of previously agreed stages of construction. RTLs that are secured by multifamily properties are referred to as multifamily transition loans (“MTLs”).

At the time of origination, the difference between the initial outstanding principal and the total commitment is the amount held back for future release subject to property inspections, progress reports and other conditions in accordance with the loan documents. Loan commitments at origination are typically interest-only, bear a variable interest rate tied to the SOFR plus a spread currently ranging from approximately 3.5% to 11.4% and have initial terms typically ranging from 6 to 120 months in duration based on the size of the project and expected timeline for completion of construction.

Genesis is the second largest U.S. RTL lender with approximately $5.5 billion in total originations in the last twelve months ended March 31, 2026. Genesis has maintained strong credit quality across its RTL portfolio, including its multifamily portfolio, while growing originations, with only approximately 3% non-performing assets and an approximately 66% loan-to-after-repair-value.

May 2026 Loan Purchase

On May 13, 2026, we completed the purchase, through a wholly-owned subsidiary, of a portfolio of MTLs consisting of construction loans, bridge loans and renovation loans originated by Genesis (the “May 2026 Loan Portfolio”) using borrowings under our CRE Repurchase Facility (as defined below) with a weighted average advance rate of approximately 75%, and other available cash on hand. At the time of its acquisition, the May 2026 Loan Portfolio had $102.1 million of unpaid principal balance (“UPB”), with an additional $125.5 million UPB of future funding on the loans. The May 2026 Loan Portfolio had a gross weighted average coupon of 9.1%, an average loan duration of one to three years, a weighted average price at initial funding of 100.85% as a percentage of UPB, a cost of funds of 5.65% and an illustrative net levered yield of 14.0% at initial funding (calculated as interest income net of servicing fee, interest expense and premium amortization divided by equity).

The purchase was made pursuant to a Flow Mortgage Loan Purchase and Sale Agreement (the “Flow MLPA”), by and between RPT Seller LLC, a wholly-owned subsidiary of the Company, and Rithm

S-3

TABLE OF CONTENTS

Loan Aggregation Trust (the “Seller”), an affiliate of our Manager. The Flow MLPA provides that we or our subsidiaries may, from time to time, purchase, on a servicing-released basis, one or more portfolios of MTLs originated by Genesis that meet certain eligibility criteria. The Flow MLPA contains customary terms governing periodic RTL sales, including representations and warranties relating to the origination, underwriting, documentation and legal compliance of the RTLs, as well as the Seller’s repurchase for loans that fail to conform to the requirements of the Flow MLPA. Our obligation to purchase any mortgage loan is subject to standard conditions precedent, including, among other matters, the delivery of specified loan documentation. As a part of this purchase, we engaged Genesis to service the May 2026 Loan Portfolio, and Genesis or its affiliates are expected to continue to provide loan servicing with respect to any other loans originated by Genesis or its affiliates and acquired by us in the future, including the Genesis Loan Purchase, pursuant to one or more loan servicing agreements.

Additionally, the Company has a master repurchase facility (the “CRE Repurchase Facility”) in which the Company acquires commercial loans which are then sold by the Company as “seller” to a counterparty, the “buyer.” Upon the time of the initial sale to the buyer, the Company, with a simultaneous agreement, also agreed to repurchase the commercial loans from the buyer. Interest is calculated based on a spread to one-month Secured Overnight Financing Rate (“SOFR”), which is fixed for the term of the borrowing. The advance rate is between 65% and 85% of the asset’s acquisition price. In April 2026, the Company entered into an amendment to the CRE Repurchase Facility to include multifamily and other residential transition loans originated by Genesis and purchased by the Company to be financed under the CRE Repurchase Facility.

We expect to continue to use the CRE Repurchase Facility (including with underwriters or affiliates of underwriters in this offering) and other similar facilities to finance future purchases of RTLs from Genesis (including the Genesis Loan Purchase) and other investments, at an estimate weighted average advance rate of approximately 75%, generating an illustrative net levered yield of approximately 13.4% (calculated as interest income net of servicing fee, interest expense and premium amortization divided by equity).

For purposes of Section 206(3) of the Investment Advisers Act of 1940, our board of directors appointed a suitably qualified representative recommended by (but unaffiliated with) our Manager to consider and provide or withhold consent for the purchase of the May 2026 Loan Portfolio, as well as any future loans or other assets purchased from Rithm, Genesis or any of their affiliates, including the Genesis Loan Purchase.

Anticipated Genesis Loan Purchase

We anticipate using the net proceeds from this offering and the Concurrent Private Placement, as well as borrowings under our CRE Repurchase Facility and other available cash on hand to acquire from Genesis, and/or certain affiliates thereof, a portfolio of MTLs with approximately $951.1 million of UPB (the “Genesis Loan Portfolio”) (such purchase, the “Genesis Loan Purchase”). The Genesis Loan Purchase is anticipated to be made pursuant to the Flow MLPA.

S-4

TABLE OF CONTENTS

The Genesis Loan Portfolio had the following approximate aggregate characteristics as of July 6, 2026:

(dollars in thousands)

​

​

Construction Loans

​

​

Bridge Loans

​

​

Renovation Loans

​

​

Total

​

Number of Loans

​

​

​

​

38

​

​

​

​

​

39

​

​

​

​

​

9

​

​

​

​

​

86

​

​

Aggregate UPB

​

​

​

$

490,557

​

​

​

​

$

339,985

​

​

​

​

$

120,524

​

​

​

​

$

951,066

​

​

Leverage

​

​

​

$

367,918

​

​

​

​

$

254,989

​

​

​

​

$

90,393

​

​

​

​

$

713,299

​

​

Average UPB

​

​

​

$

12,909

​

​

​

​

$

8,718

​

​

​

​

$

13,392

​

​

​

​

$

11,509

​

​

Weighted Average Interest Rate

​

​

​

​

9.41%

​

​

​

​

​

7.99%

​

​

​

​

​

8.78%

​

​

​

​

​

8.83%

​

​

Adjustable Rate Mortgage Margin

​

​

​

​

5.39%

​

​

​

​

​

4.23%

​

​

​

​

​

4.88%

​

​

​

​

​

5.23%

​

​

Adjustable Rate Mortgage Floor

​

​

​

​

9.22%

​

​

​

​

​

7.61%

​

​

​

​

​

8.68%

​

​

​

​

​

9.03%

​

​

Loan-to-Value

​

​

​

​

—

​

​

​

​

​

66.67%

​

​

​

​

​

—

​

​

​

​

​

66.67%

​

​

Loan-to-Cost

​

​

​

​

74.67%

​

​

​

​

​

—

​

​

​

​

​

72.53%

​

​

​

​

​

74.25%

​

​

Loan-to-After-Repair-Value

​

​

​

​

61.17%

​

​

​

​

​

—

​

​

​

​

​

65.25%

​

​

​

​

​

61.46%

​

​

Average Remaining Term (months)

​

​

​

​

16.1

​

​

​

​

​

21.2

​

​

​

​

​

16.6

​

​

​

​

​

18.0

​

​

The characteristics summarized above are subject to change due to prepayments of loans or other factors outside our control.

The Genesis Loan Purchase is expected to close in July 2026, promptly following the consummation of this offering and the Concurrent Private Placement.

Future Pipeline

We believe our Manager provides us access to Rithm’s expertise in origination, servicing, asset valuation, structured finance, operations and restructuring in the real estate, credit and financial services sectors to source, acquire, manage and seek to enhance the value of our investments. The Genesis Loan Purchase provides us with the potential of over $850 million of future funding on the loans we expect to acquire in the Genesis Loan Purchase which we expect to support our continued growth and allow us to remain invested as these loans mature or are otherwise paid off.

Genesis and its affiliates will continue to engage in origination and related activities after the sale of loans to us, which may include soliciting or facilitating the refinancing of loans that have been sold to us.

In addition to the Genesis Loan Purchase, in the future, we intend to acquire commercial real estate assets, including additional RTLs, from both unaffiliated third parties and, if suitable opportunities are offered to us, Rithm’s operating companies and other affiliates and, in each case, such loans are intended to be serviced by Rithm’s affiliated businesses.

The potential future investments, as well as the anticipated estimated weighted average advance rate and estimated weighted average levered return described herein, are illustrative only and are provided for informational purposes only. There can be no assurance that we will acquire any of the assets, portfolios, or investments described herein, or that any such investments will be acquired on the terms or within the timeframes contemplated. In addition, our Manager may identify other or additional investments. See “Risk Factors” beginning on page S-10 of this prospectus supplement.

Recent Developments

Management Fee Modification

Pursuant to the terms of our Management Agreement, our Manager receives a base management fee that is calculated as 1.5% of our stockholders’ equity per annum, which is calculated and payable quarterly in arrears in cash, or, at the election of the Manager, in shares of common stock of the Company,

S-5

TABLE OF CONTENTS

subject to certain adjustments. Subject to the consummation of this offering, our Manager has agreed to modify the management fee structure under the Management Agreement by reducing the management fee thereunder from 1.5% to 1.0% for a period of one year following the consummation of this offering.

Declaration of Dividends

On June 26, 2026, our board of directors declared a quarterly cash dividend on our common stock of $0.36 per share. The common stock dividend is payable on July 31, 2026 to stockholders of record as of July 7, 2026.

On June 26, 2026, our board of directors declared a quarterly cash dividend on our 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) of $0.6171875 per share in accordance with its terms. The Series C Preferred Stock dividend is payable on August 15, 2026 to stockholders of record as of August 1, 2026 (with an effective record date of July 31, 2026).

Certain Preliminary Unaudited Financial Data for the Three and Six Months Ended June 30, 2026

We have presented below certain preliminary unaudited financial data as of June 30, 2026, and for the three and six months ended June 30, 2026 (the “preliminary financial information”). The preliminary financial information is preliminary and was prepared by our management, based upon our estimates, a number of assumptions and currently available information, and are subject to revision based upon, among other things, quarter-end closing procedures and/or adjustments, the completion of our unaudited consolidated interim financial statements and other operational procedures. This preliminary financial information is the responsibility of our management and has been prepared in good faith on a consistent basis with prior periods. However, we have not completed our financial closing procedures for the three or six months ended June 30, 2026, and our actual results could be materially different from the preliminary financial information provided below. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying preliminary financial information and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Baker Tilly US, LLP report incorporated by reference into this prospectus supplement and the accompanying prospectus relates to our previously issued financial statements and does not extend to the preliminary financial information and should not be read to do so.

During the course of the preparation of our financial statements and related notes as of June 30, 2026 and for the three and six months then ended, we may identify items that would require us to make material adjustments to this preliminary financial information. As a result, prospective investors should exercise caution in relying on this information and should not draw any inferences from this information.

Estimated Preliminary Unaudited Financial Results for the Three and Six Months ended June 30, 2026

(dollars in thousands, except per share data)	​	​	Three Months Ended June 30, 2026	​	​	Six Months Ended June 30, 2026	​
GAAP Comprehensive Income	​	​	$79 to $853	​	​	$(3,092) to $(2,324)	​
GAAP Comprehensive Income Per Diluted Share(1)	​	​	$0.01 to $0.11	​	​	$(0.40) to $(0.30)	​
Earnings Available for Distribution(2)	​	​	$(623) to $151	​	​	$(928) to $(160)	​
Earnings Available for Distribution Per Diluted Share(1)(2)	​	​	$(0.08) to $0.02	​	​	$(0.12) to $(0.02)	​

​

(1)

Per diluted common share calculations of U.S. generally accepted accounting principles (“GAAP”) comprehensive income and Earnings Available for Distribution are based on 7,745,779 and 7,684,474 weighted average diluted common shares during the three and six months ended June 30, 2026, respectively.

​

​

S-6

TABLE OF CONTENTS

(2)

Earnings Available for Distribution and Earnings Available for Distribution per Diluted Share are non-GAAP measures. For a reconciliation of earnings available for distribution to GAAP comprehensive income, please refer to “Reconciliation of GAAP Comprehensive (Loss)/Income to Earnings Available for Distribution” below.

​

Book value is expected to be in the range of $235 million to $236 million total and $30.25 to $30.35 per share at June 30, 2026, based on 7,772,564 shares outstanding as of June 30, 2026. A reconciliation of GAAP comprehensive income to earnings available for distribution is set forth below.

Reconciliation of GAAP Comprehensive (Loss)/Income to Earnings Available for Distribution

The table below provides a reconciliation of earnings available for distribution to the most directly comparable GAAP financial measure:

Estimated Preliminary Financial Results (dollars in thousands, except share and per share data)

​

​

Three Months Ended June 30, 2026

​

​

Six Months Ended June 30, 2026

​

​

Low

​

​

High

​

​

Low

​

​

High

​

Comprehensive income – GAAP

​

​

​

$

79

​

​

​

​

$

853

​

​

​

​

$

(3,092)

​

​

​

​

$

(2,324)

​

​

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to noncontrolling interest

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Realized and unrealized gains

​

​

​

​

(1,007)

​

​

​

​

​

(1,007)

​

​

​

​

​

886

​

​

​

​

​

886

​

​

Other adjustments(1)

​

​

​

​

305

​

​

​

​

​

305

​

​

​

​

​

1,278

​

​

​

​

​

1,278

​

​

Earnings Available for Distribution – Non-GAAP

​

​

​

$

(623)

​

​

​

​

$

151

​

​

​

​

$

(928)

​

​

​

​

$

(160)

​

​

Diluted Weighted Average Number of Shares of Common Stock Outstanding

​

​

​

​

7,745,779

​

​

​

​

​

7,745,779

​

​

​

​

​

7,684,474

​

​

​

​

​

7,684,474

​

​

Diluted Earnings Available for Distribution per common share

​

​

​

$

(0.08)

​

​

​

​

$

0.02

​

​

​

​

$

(0.12)

​

​

​

​

$

(0.02)

​

​

​

(1)

Other adjustments include amortization, transaction costs, and income taxes.

​

The reconciliation of estimated preliminary comprehensive income/(loss) to earnings available for distribution results was calculated across the low and high comprehensive income/(loss) ranges based on our preliminary estimates of the expected base case differences between comprehensive income/​(loss) and earnings available for distribution. Similar to the estimated preliminary operating results noted above, our final reconciliation upon completion of its closing procedures may vary from the preliminary estimates.

Corporate Information

Our principal offices are located at 799 Broadway, New York, NY 10003. Our telephone number is 646-868-5483. Our web address is www.rithmpropertytrust.com The information on, or accessible through, our website is not incorporated into and does not constitute a part of this prospectus supplement, the accompanying prospectus or any other report or document we file with or furnish to the SEC.

S-7

TABLE OF CONTENTS​

THE OFFERING

The following is a brief summary of certain terms of this offering. You should read the full text and more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more complete description of the terms of our common stock, see “Description of Common Stock” in the accompanying prospectus.

Issuer

Rithm Property Trust Inc., a Maryland corporation.

Common Stock Offered

$300,000,000 of shares (or $345,000,000 of shares if the underwriters exercise their option to purchase additional shares of our common stock in full).

Common Stock Outstanding After the Offering

          shares (or           of shares if the underwriters exercise their option to purchase additional shares of our common stock in full).

Option to Purchase Additional Shares of Common Stock

We have granted the underwriters an option to purchase up to $45,000,000 of additional shares of common stock at the public offering price less underwriting discounts and commissions. The underwriters may exercise this option at any time within 30 days from the date of this prospectus supplement.

Concurrent Private Placement

To the extent that gross proceeds (before expenses) to us in this offering are less than $300,000,000, Rithm has indicated an interest in purchasing $200,000,000, which amount may vary based on the final public offering size, in the Concurrent Private Placement, at a per-share price equal to the public offering price in this offering, (i) a number of shares of our common stock such that, after giving effect to this offering (including any exercise of the underwriters’ option to purchase additional shares of our common stock), Rithm would beneficially own an aggregate of up to 33% of our issued and outstanding shares of common stock, and (ii) if the Rithm Common Stock Ownership Limitation is reached, a number of shares of Series D Preferred Stock which shares of preferred stock would be convertible into shares of our common at such time as approval of stockholders for such conversion is obtained. The closing of the Concurrent Private Placement is conditioned on, and is expected to occur promptly following, the consummation of this offering. The shares, if any, purchased by Rithm, will not be subject to any underwriting discounts or commissions.

Common Stock Outstanding After the Offering and Concurrent Private
Placement 

          shares (or           shares if the underwriters exercise their option to purchase additional shares of our common stock in full), excluding           shares issuable on conversion in full of the Series D Preferred Stock.

Use of Proceeds

We expect that the net proceeds of this offering will be approximately $      million (or approximately $      million if the underwriters’ over-allotment option to purchase additional shares is exercised in full) after deducting the

S-8

TABLE OF CONTENTS

underwriting discount and estimated offering expenses payable by us. We expect that the net proceeds from the Concurrent Private Placement will be approximately $       million. We intend to contribute the net proceeds from this offering and the Concurrent Private Placement to our Operating Partnership, and our Operating Partnership will then use those proceeds, together with borrowings under our CRE Repurchase Facility and other available cash on hand, to finance the Genesis Loan Purchase and for other investments and general corporate purposes. Pending permanent use of the net proceeds from this offering, we may invest the net proceeds in interest-bearing, short-term investment-grade securities, money-market accounts or other investments that are consistent with maintaining our qualification as a REIT for U.S. federal income tax purposes. See “Use of Proceeds.”

Restrictions on Ownership and Transfer

To assist us in complying with the limitations on the concentration of ownership of a REIT imposed by the Code, among other purposes, our charter generally prohibits, among other prohibitions, any person from beneficially or constructively owning in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of all classes or series of our capital stock. See “Restrictions on Ownership and Transfer” in the accompanying prospectus.

Listing

Our common stock is listed on the New York Stock Exchange under the trading symbol “RPT.”

Risk Factors

An investment in our common stock involves various risks. Before deciding to invest in our common stock, please carefully read the section entitled “Risk Factors” herein and the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our other periodic reports filed with the SEC and incorporated by reference herein.

The number of shares of common stock to be outstanding immediately after this offering and Concurrent Private Placement is based on 7,772,564  shares outstanding as of July 10, 2026, which excludes:

•

          shares of common stock issuable upon exercise or vesting of equity awards outstanding as of July 10, 2026; and

​

•

400,000 shares of common stock that were available for issuance under our 2026 Omnibus Incentive Plan as of July 10, 2026.

​

​

S-9

TABLE OF CONTENTS​

RISK FACTORS

Investing in our common stock involves risks. In addition to other information in this prospectus supplement, you should carefully consider the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under “Item 1A. Risk Factors,” as well as other information and data set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein before making an investment decision with respect to our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and our ability to make cash distributions to our stockholders, which could cause you to lose all or a part of your investment in our common stock. Some statements in this prospectus supplement, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to this Offering

Investing in our common stock may involve a high degree of risk.

The investments that we make in accordance with our investment objectives, including those outlined in “Use of Proceeds” in this prospectus supplement, may result in a high amount of risk when compared to alternative investment options and volatility or loss of principal. Our investments may be highly speculative and aggressive, and therefore an investment in our common stock may not be suitable for someone with lower risk tolerance.

Our Manager will have broad discretion as to the use of the proceeds from this offering if the Genesis Loan Purchase fails to close, and may not use the proceeds effectively.

We intend to contribute the net proceeds from this offering and the Concurrent Private Placement to our Operating Partnership, and our Operating Partnership will then use those proceeds, together with borrowings under our CRE Repurchase Facility and other available cash on hand, to finance the Genesis Loan Purchase and for other investments and general corporate purposes. However, if the Genesis Loan Purchase fails to close, our Manager will have broad discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. If the Genesis Loan Purchase fails to close, the net proceeds may be used for purposes that do not increase our operating results or enhance the value of our common stock. The failure of our Manager to use these funds effectively could have a material adverse effect on our business, cause the market price of our common stock to decline and potentially impair the operation and expansion of our business. Pending their use, we may invest the net proceeds from this offering in interest-bearing bank accounts, money market funds, certificates of deposit and U.S. government securities. These investments may not yield a favorable return to our stockholders.

This offering is not conditioned on the completion of the Genesis Loan Purchase. There can be no assurance we will complete the acquisition of this or other investments on their contemplated terms, or at all, and our failure to complete any of these acquisitions may adversely affect us.

The completion of the Genesis Loan Purchase is subject to a number of conditions, some of which are beyond our control, and may not occur on the terms or timing described herein or at all. Moreover, because such investment is subject to our continuing diligence, the actual characteristics of any investment actually ultimately acquired may vary materially from our current expectations.

In addition, we intend to make the Genesis Loan Purchase with the net proceeds from this offering and the Concurrent Private Placement. If we raise less proceeds from this offering or the Concurrent Private Placement than we anticipate, our ability to make such investment and grow our portfolio as anticipated may be adversely impacted. However, this offering is not conditioned on the completion of the Genesis Loan Purchase, and by purchasing our common stock in this offering you are investing in us on a stand-alone basis and recognize that we may not consummate this investment or realize the potential benefits therefrom if we do.

If the Genesis Loan Purchase is not completed on the anticipated schedule or on the contemplated terms, we could be subject to a number of risks that may adversely affect us and the market price of

S-10

TABLE OF CONTENTS

our common stock, including that we may not fully realize, or may be delayed in realizing, our anticipated potentials benefits of making such investment. These risks would also be exacerbated if we were unable to finance the Genesis Loan Purchase, including through securitizations, on the terms or within the timeframe anticipated, or at all. Additionally, if the Genesis Loan Purchase is not completed at all, we would not realize any anticipated potential benefits, which could also adversely affect us.

The market price and trading volume of our common stock may be volatile following this offering.

The market price of our common stock may be highly volatile and subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

•

prevailing interest rates, increases in which may have an adverse effect on the market price of our common stock;

​

•

increased difficulty in maintaining or obtaining financing on attractive terms, or at all;

​

•

market prices of similar companies;

​

•

government action or regulation;

​

•

the financial condition, performance and prospects of us and our competitors;

​

•

changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry;

​

•

our issuance of additional equity or debt securities;

​

•

additions or departures of key management personnel at our Manager;

​

•

actual or anticipated variations in quarterly operating results of us and our competitors; and

​

•

general market and economic conditions.

​

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the prices per share of common stock in this offering. We may sell shares of common stock or other securities in any other offering at a price per common share that is less than the prices per share paid by investors in this offering, and investors purchasing common shares or other securities in the future could have rights superior to existing stockholders. The price per common share at which we sell additional common shares, or securities convertible or exchangeable into common shares, in future transactions may be higher or lower than the prices per common share paid by investors in this offering.

Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.

The sale or issuance of substantial amounts of shares of our common stock or other securities convertible or exchangeable into shares of our common stock in the public market, or the perception that such sales or issuances could occur, could adversely affect the prevailing market price of our common stock. This could also impair our ability to raise additional capital through future sales of our equity securities. Future sales or the availability for sale of substantial amounts of our common stock or other equity-related securities could be dilutive to holders of our common stock and could adversely affect their voting and other rights and economic interests. Holders of our common stock may also experience additional dilution upon future vesting events, equity issuances, exercise of options to purchase our common stock or the settlement of restricted stock units granted to employees and executive officers of our Manager and our directors.

S-11

TABLE OF CONTENTS

We have agreed that, subject to specified exceptions (including issuances of our common stock in connection with acquisitions and the filing of certain registration statements), without the prior written consent of the underwriters, we will not, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, pledge, make any short sale or maintain any short position, establish or maintain a “put equivalent position” ​(within the meaning of Rule 16a-1(h) under the 1934 Act), enter into any swap, derivative transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, or otherwise dispose of any shares of our common stock or any securities that may be converted into or exchanged for any shares of our common stock for a period ending 60 days after the date of this prospectus supplement. Rithm, the Manager, RCM GA Purchaser LLC (“RCM”) and our executive officers and directors have entered into lock-up agreements with the underwriters under which Rithm, the Manager, RCM and our executive officers and directors and the underwriters have agreed, subject to certain exceptions (including transfers for charitable and estate planning purposes and selling shares to cover taxes upon the exercise of options), not to offer, sell, offer to sell, pledge, grant any option, right or warrant to purchase, purchase an option or contract to sell, lend, pledge or otherwise transfer or dispose of, directly or indirectly, any of our shares of common stock without the permission of the underwriters for a period of 60 days following the date of this prospectus supplement. We refer to such period as the lock-up period. When the lock-up period expires, we, Rithm, the Manager, RCM and our executive officers and directors will be able to sell our common stock in the public market, subject to compliance with applicable securities laws restrictions. In addition, the underwriters may, in their sole discretion, release all or some portion of the common stock subject to lock-up agreements at any time and for any reason.

We cannot predict the size of future issuances of our common stock or other securities or the effect, if any, that future issuances and sales of our common stock or other securities will have on the market price of our common stock. Sales of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

Rithm will have the ability to exert significant influence over us after the completion of this offering and the Concurrent Private Placement, and its interests may conflict with our interests or the interests of our stockholders in the future.

Rithm currently controls our Manager and, upon completion of this offering and the Concurrent Private Placement, Rithm will control approximately      % of the voting power of our common stock (or approximately      % if the underwriters exercise their option to purchase additional shares of our common stock from us in full). In addition, Rithm will be entitled to convert the Series D Preferred Stock purchased in the Concurrent Private Placement into shares of our common stock upon receiving stockholder approval for such conversion. Following such conversion, Rithm is expected to control up to approximately      % of the voting power of our common stock. As a result, Rithm will have the ability to influence the election of our directors and the outcome of other corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our charter and bylaws. Additionally, our Chief Executive Officer, who also serves as a director on our board of directors, is an executive officer of our Manager and of Rithm, and consequently, Rithm also has significant influence over our business, policies and affairs by virtue of its affiliates serving as executive officers and a director of our Company. This concentration of voting power and influence could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders, including a change in control of the Company, or that could be disadvantageous to our stockholders with interests different from Rithm. In addition, the significant concentration of stock ownership may adversely affect the market value of the Company’s common stock due to investors’ perception that conflicts of interest may exist or arise.

The dividend and liquidation rights of the Series D Preferred Stock may adversely affect our financial position and the rights of the holders of our common stock.

The shares of Series D Preferred Stock issued in the Concurrent Private Placement will be entitled to receive dividends on an as-if-converted-to-common stock basis equal to dividends actually paid on

S-12

TABLE OF CONTENTS

shares of common stock. In addition, beginning two years following the Concurrent Private Placement, shares of Series D Preferred Stock will be entitled to receive an incremental annual cumulative cash dividend at an initial annual rate of 2% of the initial purchase price per share, increasing by 2% for each subsequent year following the issuance, up to a maximum annual rate of 8%. Payment of dividends in cash may adversely affect our financial position while payment of dividends in kind may cause incremental dilution to holders of our common stock. In addition, the rights of the Series D Preferred Stock on liquidation are senior to the rights of our common stock, which could negatively affect the value of our common stock and impair our ability to raise additional capital. At any time beginning two years following the Concurrent Private Placement, we will be entitled to redeem some or all of the Series D Preferred Stock which may require us to make a significant cash payment that may adversely affect our financial position.

Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, price, timing or nature of our future offerings. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us.

We have not established a minimum dividend payment level, and we cannot assure you of our ability to pay dividends in the future.

We have not established a minimum dividend payment level for our common stockholders. Although in order to qualify as a REIT, we generally need to distribute at least 90% of our ordinary taxable income each year (subject to certain adjustments) to our stockholders, our ability to pay dividends may be adversely affected by the risk factors described herein and in our Annual Report on Form 10-K for the year ended December 31, 2025. All dividends to our common stockholders will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our board of directors may deem relevant from time to time. There are no assurances of our ability to pay dividends in the future.

Risks Related to Residential Transition Loans

There are certain risks associated with our holdings of RTLs.

We are subject to a number of additional risks related to our existing RTLs and future purchases of RTLs (including the Genesis Loan Purchase) including, but not limited to, the following:

•

Short-Term Loans/Balloon Payments:   Our RTLs and the RTLs comprising the Genesis Loan Portfolio typically have initial terms of less than 18 months (subject to extension), and which require a balloon payment at maturity. We will therefore depend on a borrower’s ability to obtain permanent financing or to sell the property to repay such loans (including the balloon payment at maturity), which could depend on market conditions and other factors. In a period of rising interest rates or tightening credit markets, it may be more difficult for borrowers to obtain long-term financing, which increases the risk of non-payment. Short-term loans are also

​

S-13

TABLE OF CONTENTS

subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of a default, we will bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the loan.

•

Construction and Renovation Loans:   Construction and renovation loans are subject to additional risks. Construction loans are subject to risks of unrealistic budgets, cost overruns and non-completion of construction, renovation, refurbishment or expansion by a borrower of a mortgaged property as well as other unforeseen variables. These risks may prolong the development and increase the costs of the construction project, which may delay the borrower’s ability to sell or rent the finished property or possibly make a project uneconomical which could adversely affect repayment of the loan. Other risks may include environmental risks, permitting risks, other construction risks, subsequent leasing of the property not being completed on schedule or at projected rental rates, and the likelihood that we will incur losses on our loans in the event of default because the value of the collateral may be insufficient to cover our cost on the loan. There can be no certainty that we will not suffer losses on construction loans. In addition, if a builder fails to complete a project, we may be required to complete the project. Any such default could result in a substantial increase in costs in excess of the original budget and delays in the completion of the project.

​

•

Fix and Flip Risks:   RTLs classified as “fix and flip” loans provide borrowers with short-term capital typically in connection with the acquisition and re-development of a single-family or multi-family residence, with a view to the borrower selling the property. For these RTLs, there is a risk that a borrower may not be able to sell the property on attractive terms or at all once the property has been re-developed. Moreover, the borrower may experience difficulty in completing the re-development of the property on schedule or at all, whether as a result of cost over-runs, construction-related delays, or other issues, which may result in delays selling the property or an inability to sell the property at all. Since the borrower would typically use the proceeds of the sale of the property to repay the bridge loan, if any of the foregoing events were to occur, the borrower may be unable to repay its loan on a timely basis or at all.

​

•

Concentration Risk:   19.52% and —% of our currently owned RTLs (and 20.75% and 5.28% of the RTLs comprising the Genesis Loan Portfolio) are secured by multi-family real estate located in California, mainly in the Los Angeles area, and in Florida. This concentrated geographic distribution exposes us to risks associated with the real estate and commercial lending industry in general, and to a greater extent within the states and regions in which we have concentrated loans, including risks from natural disasters, such as the January 2025 California wildfires, hurricanes, droughts and floods.

​

Many of these factors are outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially affect our financial position, results of operations and cash flows.

The Genesis Loan Portfolio, and any other RTLs in which we may invest may be subject to a greater risk of loss than conventional mortgage loans.

Our RTLs, and the RTLs comprising the Genesis Loan Portfolio, include loans to borrowers who are typically seeking relatively short-term funds to be used in an acquisition or rehabilitation of a property or during the period before the property is fully occupied. The typical borrower in an RTL often has identified an undervalued asset that has been under-managed or is located in a recovering market. Additionally, such borrowers often do not qualify for conventional bank financing or could be regarded to be higher risk borrowers. If the market in which the asset is located fails to improve according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the RTL, and we bear the risk that we may not recover some or all of our investment.

In addition, borrowers usually use the proceeds of a conventional mortgage to repay a RTL. RTLs therefore are subject to the risk of a borrower’s inability to obtain permanent financing to repay the RTL.

S-14

TABLE OF CONTENTS

In the event of any default under RTLs that may be held by us, we bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the RTL. To the extent we suffer such losses with respect to RTLs, it may materially and adversely affect us.

There are conflicts of interest in our relationship with the Manager, which could result in outcomes that are not in our best interests.

We are acquiring, and in the future expect to continue to acquire or sell assets in which our Manager or its affiliates have an interest or otherwise engage in transactions directly with our Manager or its affiliates. Although such acquisitions, dispositions or other transactions may present conflicts of interest, we nonetheless may pursue and consummate such transactions, subject to any requirements in our organizational documents, including any required approvals by our board of directors and independent Audit Committee. When we acquire an asset from our Manager or one of its affiliates, or sell an asset to our Manager or one of its affiliates, the purchase price we pay to our Manager or its affiliate or the purchase price paid to us by our Manager or its affiliate may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arm’s length negotiations with an unaffiliated third party. Our Manager will face conflicts of interest in determining this purchase price and there is no assurance that any conflict will be resolved in our favor.

The fees we will pay in connection with agreements entered into with affiliates of our Manager were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.

The compensation paid to the Manager or its affiliates under our servicing and asset management agreements was not determined on an arms-length basis and was not negotiated at arm’s length, and therefore may not be on the same terms as we could achieve from a third party. There can be no assurance that such compensation reflects the market value of the services provided by our Manager or its affiliates.

There are certain risks associated with service providers affiliated with Rithm.

Genesis, Newrez or other affiliates or related parties of Rithm (“Affiliated Service Providers”) are expected to continue to service our RTLs, including the loans comprising the Genesis Loan Purchase. As a result, these parties may, directly or indirectly, solicit, encourage or facilitate the refinancing of one or more mortgage loans that we have purchased. Any such solicitation or facilitation of refinancing could adversely affect the performance of the affected loans (and consequently, the return available to our investors). Refinancings may result in early prepayments, which could reduce the yield on the loans, shorten the weighted average life of the portfolio and increase reinvestment risk if proceeds must be redeployed at lower prevailing interest rates.

We do not intend to include covenants restricting Affiliated Service Providers from soliciting such refinancings in the sale documentation in connection with the Genesis Loan Purchase. In the event the sale documentation did include such covenants, enforcement of such covenants may be difficult in practice. It may be challenging to determine whether a refinancing resulted from prohibited solicitation or from general market conditions or borrower-initiated activity. Because the Affiliated Service Providers are related to Rithm, conflicts of interest may arise with respect to the monitoring or enforcement of such restrictions. In addition, Affiliated Service Providers may maintain ongoing relationships with borrowers through other lines of business, such as origination, servicing or marketing that could increase the likelihood of borrower contact leading to refinancing. Any such refinancing activity may increase prepayment rates above those assumed in our Manager’s underwriting models and could materially and adversely affect the timing and amount of cash flows, which could materially adversely affect our business, financial condition and results of operations.

An increase in our borrowing costs relative to the interest we receive on our leveraged assets may adversely affect our profitability and our cash available for distribution to our stockholders.

As our CRE Repurchase Facility (which was used to fund our prior acquisition of the May 2026 Loan Portfolio and is expected to be used to fund the potential acquisition of the Genesis Loan Portfolio)

S-15

TABLE OF CONTENTS

matures, we will be required either to enter into new borrowings or to sell certain of our assets. An increase in short-term interest rates at the time that we seek to enter into new borrowings would reduce the spread between the returns on our assets and the cost of our borrowings. This would adversely affect the returns on our assets, which might reduce earnings and, in turn, cash available for distribution to our stockholders. In addition, because warehouse facilities like the CRE Repurchase Facility are short-term commitments of capital, lenders may respond to market conditions making it more difficult for us to secure continued financing. If we are not able to renew our then existing facilities or arrange for new financing on terms acceptable to us, or if we default on our covenants or are otherwise unable to access funds under any of these facilities, we may have to curtail our asset acquisition activities and/or dispose of assets.

S-16

TABLE OF CONTENTS​

USE OF PROCEEDS

We expect that the net proceeds from this offering will be approximately $      million (or approximately $      million if the underwriters’ over-allotment option to purchase additional shares is exercised in full), after deducting the underwriting discount and estimated offering expenses payable by us. We expect that the net proceeds from the Concurrent Private Placement will be approximately $      million.

We intend to contribute the net proceeds from this offering and the Concurrent Private Placement to our Operating Partnership, and our Operating Partnership will then use those proceeds, together with borrowings under our CRE Repurchase Facility and other available cash on hand, to finance the Genesis Loan Purchase and for other investments and general corporate purposes. Pending permanent use of the net proceeds from this offering, we may invest the net proceeds in interest-bearing, short-term investment-grade securities, money-market accounts or other investments that are consistent with maintaining our qualification as a REIT for U.S. federal income tax purposes.

S-17

TABLE OF CONTENTS​

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2026:

•

on an actual basis; and

​

•

on an adjusted basis to give effect to the proceeds of this offering of common stock (assuming that the underwriters do not exercise their option to purchase additional shares of common stock from us) and the Concurrent Private Placement.

​

The as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price determined at pricing. The table set forth below is unaudited and should be read together with the section of this prospectus supplement entitled “Use of Proceeds,” our consolidated financial statements and the related notes thereto and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, in each case incorporated by reference in this prospectus supplement.

​

​

​

As of March 31, 2026

​

(dollars in thousands)

​

​

Actual

​

​

As Adjusted

​

Cash and cash equivalents

​

​

​

$

96,267

​

​

​

​

$

(1)

​

​

Debt:

​

​

​

​

​

​

​

​

​

​

​

​

​

Secured bonds payable, net(3)​

​

​

​

$

219,221

​

​

​

​

$

219,221

​

​

Unsecured Notes, Net (2027 Notes)

​

​

​

​

108,722

​

​

​

​

​

108,722

​

​

Repurchase financing agreements

​

​

​

​

309,418

​

​

​

​

​

309,418(2)

​

​

Total debt

​

​

​

​

637,361

​

​

​

​

​

637,361

​

​

Stockholders’ equity:

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred stock – par value $0.01, 25,000,000 shares authorized; 2,084,232 and         shares issued and outstanding, actual and as adjusted, respectively

​

​

​

​

50,785

​

​

​

​

​

50,785

​

​

Common stock – par value $0.01, 125,000,000 shares authorized; 7,848,703 and         issued and outstanding, actual and as adjusted, respectively

​

​

​

​

77

​

​

​

​

Additional paid-in capital

​

​

​

​

427,081

​

​

​

​

Treasury stock

​

​

​

​

(11,596)

​

​

​

​

​

(11,596)

​

​

Accumulated deficit

​

​

​

​

(177,773)

​

​

​

​

​

(177,773)

​

​

Accumulated other comprehensive loss

​

​

​

​

(1,541)

​

​

​

​

​

(1,541)

​

​

Stockholders’ equity in Rithm Property Trust Inc.

​

​

​

​

287,033

​

​

​

​

Noncontrolling interests

​

​

​

​

(455)

​

​

​

​

​

(455)

​

​

Total stockholders’ equity

​

​

​

​

286,578

​

​

​

​

​

​

​

Total capitalization

​

​

​

$

923,939

​

​

​

​

$

​

​

​

(1)

During the second quarter of 2026, we used $27.5 million of cash and cash equivalents to finance a portion of our purchase of the May 2026 Loan Portfolio. We expect to use an additional $       million of cash to finance a portion of the Genesis Loan Purchase.

​

(2)

During the second quarter of 2026, we incurred $76.7 million of borrowings under our CRE Repurchase Facility to finance a portion of our purchase of the May 2026 Loan Portfolio. We expect to incur an additional $       million of borrowings under our CRE Repurchase Facility to finance a portion of the Genesis Loan Purchase.

​

(3)

Secured bonds payable, net consists of notes issued by the trusts that can only be settled with the assets and cash flows of the specific trust. The creditors do not have recourse to Rithm Property Trust Inc.

​

S-18

TABLE OF CONTENTS​

DISTRIBUTION POLICY

We intend to make regular quarterly distributions, which include all or substantially all of our REIT taxable income, to holders of our common stock out of assets legally available therefor. The amount of any future dividend will be subject to board approval and depends on a variety of factors, as set forth below. As a result, the amount of any future dividend is uncertain, and any dividends declared in future periods may differ materially from dividends declared in past periods.

To maintain our qualification as a REIT we generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain, in order for corporate income tax not to apply to earnings that we distribute. We intend to make distributions to our stockholders to comply with the REIT requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code. Certain of our assets, such as our investment in consumer loans, generate substantial mismatches between taxable income and available cash.

We will be subject to income tax on our taxable income that is not distributed and to an excise tax to the extent that certain percentages of our taxable income are not distributed by specified dates. See “Material U.S. Federal Income Tax Considerations — Distribution Requirements” in the accompanying prospectus. Income as computed for purposes of the foregoing tax rules will not necessarily correspond to our income as determined for financial reporting purposes.

Any distributions will be authorized by our board of directors and declared by us based upon a number of factors, including actual and anticipated results of operations, liquidity and financial condition, prohibitions or restrictions under Maryland law or applicable financing covenants, our taxable income, the annual distribution requirements under the REIT provisions of the Code, our operating expenses and other factors our directors deem relevant.

Distributions to stockholders will generally be taxable to our stockholders as ordinary income. However, a portion of such distributions may be designated by us as long-term capital gain to the extent that such portion is attributable to our sale of capital assets held for more than one year. If we pay distributions in excess of our current and accumulated earnings and profits, such distributions will be treated as a tax-free return of capital to the extent of each stockholder’s tax basis in our common stock and as capital gain thereafter. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their U.S. federal income tax status. For a discussion of the U.S. federal income tax treatment of our distributions, see “Material U.S. Federal Income Tax Considerations” in the accompanying prospectus.

Our charter allows us to issue preferred stock that could have a preference on distributions, as well as other terms and provisions preferential to our common stock. The rights of the holders of our common stock, including the right to receive distributions, are subject to the preferential rights of any class or series of our stock and to the provisions of our charter regarding restrictions on transfer of our stock. As of March 31, 2026, we have 2,084,232 shares of Series C Preferred Stock. Our common stock ranks junior to our Series C Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up. In addition, while our common stock will rank on par with our Series D Preferred Stock with respect to rights to the payment of ordinary dividends, our common stock will rank junior to our Series D Preferred Stock with respect to the right of the Series D Preferred Stock, beginning two years following the Concurrent Private Placement, to receive an incremental annual cumulative cash dividend at an initial annual rate of 2% of the initial purchase price per share, increasing by 2% for each subsequent year following the issuance, up to a maximum annual rate of 8%, as well as with respect to the distribution of assets upon our liquidation, dissolution or winding up.

S-19

TABLE OF CONTENTS​

DESCRIPTION OF SERIES D PREFERRED STOCK

The following summary of the material terms and provisions of the Series D Preferred Stock does not purport to be complete and is qualified in its entirety by reference to our charter, including the Articles Supplementary setting forth the terms of the Series D Preferred Stock, the Articles Supplementary relating to the authorization of additional Series D Preferred Stock, and our Second Amended and Restated Bylaws, each of which is available from us and will be filed with the SEC. This description of the particular terms of the Series D Preferred Stock supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of our preferred stock set forth in the accompanying prospectus.

Number.   The initial number of authorized shares of Series D Preferred Stock will be       .

Dividends.   Holders of Series D Preferred Stock will be entitled to receive dividends (“Common Equivalent Dividends”) on shares of the Series D Preferred Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock or other securities issued by the Company) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock or other securities issued by the Company) are paid on shares of the Common Stock.

In addition to Common Equivalent Dividends, beginning on the date that is two years following the date of initial issuance of shares of Series D Preferred Stock (the “Second Anniversary of Date of Issuance”), holders of shares of Series D Preferred Stock will be entitled to receive quarterly cash dividends (the “Incremental Dividend”), initially at a fixed rate of 2.00% per annum of the Liquidation Preference (defined below) (equivalent to an annual rate of $       per share); provided that on each one year anniversary of the Second Anniversary of Date of Issuance such per annum fixed rate will increase by an additional two percent (2%) (as applicable to the succeeding one year period), up to a maximum total fixed rate of eight percent (8%) per annum. Any such Incremental Dividends will be payable quarterly at the same time as the Common Equivalent Dividend is paid; provided that to the extent there is no Common Equivalent Dividend during a quarter in which an Incremental Dividend would otherwise have accrued, such Incremental Dividend will be paid on the last day of such quarter.

Dividend Ranking.   The Series D Preferred Stock will rank, with respect to rights to receive Incremental Dividends and rights upon liquidation, dissolution or winding up, (i) senior to the Common Stock and to any other class or series of capital stock expressly designated as ranking junior to the Series D Preferred Stock, and (ii) junior to the Company’s outstanding 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and any other class or series of capital stock expressly designated as ranking senior to the Series D Preferred Stock. With respect to the rights to receive Common Equivalent Dividends, the Series D Preferred Stock will rank pari passu with the Common Stock. As noted above, Common Stock Equivalents will be paid as and when corresponding dividends are paid on the Common Stock.

Liquidation Preference.   If the Company liquidates, dissolves or winds up, holders of shares of the Series D Preferred Stock will have the right to receive $       per share of the Series D Preferred Stock (the “Liquidation Preference”), plus an amount per share equal to any accrued and unpaid dividends up to, but excluding, the date of payment, before any distribution or payment is made to holders of Common Stock and any other class or series of capital stock expressly designated as ranking junior to the Series D Preferred Stock and junior to the Company’s outstanding 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and any other class or series of capital stock expressly designated as ranking senior to the Series D Preferred Stock with respect to distribution rights and rights upon liquidation, dissolution or winding up. Notwithstanding the foregoing, Common Equivalent Dividends declared and unpaid upon liquidation, dissolution or winding up will have no preference and will be paid concurrently with any payment of corresponding dividends (or any portion thereof available for distribution) on the Common Stock, pari passu on an as converted basis.

Stockholder Approval.   The Company is obligated to promptly call and hold a special meeting of stockholders (the “Stockholder Meeting”) not later than ninety (90) days following the date of initial

S-20

TABLE OF CONTENTS

issuance of shares of Series D Preferred Stock (the “Stockholder Meeting Deadline”), for the purpose of obtaining stockholder approval for the issuance by the Company of shares of Common Stock upon conversion of the Series D Preferred Stock), as required by NYSE Listed Company Manual Section 312.03(d) before conversion (the “Stockholder Approval”). The Company is obligated to use its reasonable best efforts to solicit its stockholders to obtain the Stockholder Approval. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company will include a proposal to obtain the Stockholder Approval in its proxy statement for each annual meeting of stockholders of the Company (and in no event less frequently than every 12 months) until such Stockholder Approval is obtained.

Conversion.

Optional Conversion Prior to Stockholder Approval.   Each share of Series D Preferred Stock will be convertible into one share of Common Stock at any time and from time to time at the option of the holder thereof; provided, that prior to the receipt of Stockholder Approval, a holder will not have the right to convert any shares of Series D Preferred Stock, nor will the Company otherwise allow any such conversion, to the extent that, after giving effect to such conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own in excess of 33.0% of the total number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Series D Beneficial Ownership Limitation”).

Automatic Conversion.   Upon receipt of Stockholder Approval, each share of Series D Preferred Stock will automatically convert into one share of Common Stock. In addition, upon transfer to any holder not subject to the Series D Beneficial Ownership Limitation, each share of Series D Preferred Stock will automatically convert into one share of Common Stock.

Upon the occurrence of a Change of Control, each share of Series D Preferred Stock will automatically convert into one share of Common Stock; provided that, in lieu of receiving Common Stock upon such conversion, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Change of Control, the holders of the Series D Preferred Stock will receive the same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such Change of Control if such holder had been, immediately prior to such Change of Control, the holder of one share of Common Stock.

A “Change of Control” is when, after the original issuance of the Series D Preferred Stock, the following have occurred and are continuing:

•

the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of our company entitling that person to exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

​

•

following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity has a class of common securities listed on NYSE or Nasdaq or listed or quoted on a successor exchange or quotation system.

​

The conversion rate applicable to the Series D Preferred Stock is subject to certain customary anti-dilution adjustments.

Optional Redemption.   The Series D Preferred Stock will not be redeemable before the Second Anniversary of Date of Issuance, except under certain limited circumstances intended to preserve the Company’s qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. On or after the Second Anniversary of Date of Issuance, the Company may, at its option, redeem the

S-21

TABLE OF CONTENTS

Series D Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to the Liquidation Preference, plus any accrued and unpaid dividends thereon up to, but excluding, the date of redemption.

Limited Voting Rights.   The Series D Preferred Stock will have no voting rights, except for limited protective voting rights.

Additional Restrictions on Ownership and Transfer.   There are restrictions on ownership of the Series D Preferred Stock intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes.

Fractional Shares.   No fractional shares of Common Stock will be issued upon the conversion of the Series D Preferred Stock. Instead, the Company will pay the cash value of such fractional shares.

Preemptive Rights.   The Series D Preferred Stock will not have any preemptive rights.

Transfers.   The Series D Preferred Stock is freely transferable (in whole or in part), subject to compliance with applicable securities laws. As noted above, upon transfer to a holder not subject to the Series D Beneficial Ownership Limitation, each share of Series D Preferred Stock will automatically convert into one share of Common Stock.

Trading Market.   The Company does not intend to apply for a listing for any of the Series D Preferred Stock on any securities exchange or other nationally recognized trading system.

Registration Rights.   In connection with the Private Placement, the Company will enter into a registration rights agreement with Rithm providing for customary registration rights, substantially consistent to the existing registration rights agreement with Rithm.

Anticipated Closing Date.   Closing will be not later than five trading days following the closing of the public offering.

S-22

TABLE OF CONTENTS​

SUPPLEMENTAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This summary supplements and should be read together with the general discussion of the tax considerations in the accompanying prospectus under the title “Material U.S. Federal Income Tax Considerations.” To the extent any information set forth under the title “Material U.S. Federal Income Tax Considerations” in the accompanying prospectus is inconsistent with this supplemental information, this supplemental information will apply and supersede the information in the accompanying prospectus. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first four paragraphs under the title “Material U.S. Federal Income Tax Considerations” in the accompanying prospectus as if those paragraphs were set forth in this prospectus supplement.

Taxation of Our Company

We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our short taxable year ended December 31, 2014. We believe that, commencing with our short taxable year ended December 31, 2014, we have been organized and have operated in such a manner as to qualify for taxation as a REIT under U.S. federal income tax laws. We intend to continue to operate in such a manner, but no assurances can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. This section discusses the laws governing the U.S. federal income tax treatment of a REIT and its stockholders. These laws are highly technical and complex.

In connection with this filing, Herbert Smith Freehills Kramer (US) LLP will render an opinion that, commencing with our taxable year ended December 31, 2023, we were organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and our current and proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT for our taxable year ending December 31, 2026 and subsequent taxable years. Investors should be aware that the opinion of Herbert Smith Freehills Kramer (US) LLP will be based upon customary assumptions, will be conditioned upon certain representations made by us as to factual matters, including representations regarding the nature of our assets and the conduct of our business, is not binding upon the IRS, or any court and speaks as of the date issued. The opinion of Herbert Smith Freehills Kramer (US) LLP assumes, consistent with the conclusions of prior opinions of counsel received by the Company, that the Company was organized and has operated in conformity with the requirements for qualification and taxation as a REIT and that its actual method of operation enabled it to meet the requirements for qualification and taxation as a REIT under the Code, for its taxable year ended on December 31, 2014 through its taxable year ended on December 31, 2022. The opinion of Herbert Smith Freehills Kramer (US) LLP will be based on existing U.S. federal income tax law governing qualification as a REIT, which is subject to change either prospectively or retroactively. Moreover, our qualification and taxation as a REIT depends upon our ability to meet on a continuing basis, through actual results, certain qualification tests set forth in the U.S. federal income tax laws. Those qualification tests involve the percentage of income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership, and the percentage of our earnings that we distribute. Herbert Smith Freehills Kramer (US) LLP will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that the actual results of our operations for any particular taxable year will satisfy such requirements. Our ability to satisfy the REIT qualification tests will depend upon our analysis of the characterization and fair market values of our assets, some of which will not be susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis (which, based on the types of assets we will own, could fluctuate rapidly, significantly and unpredictably). In addition, we will be required to make estimates of or otherwise determine the value of real property that is collateral for our mortgage loan assets. There can be no assurance that the IRS would not challenge our valuations or valuation estimates of this collateral.

S-23

TABLE OF CONTENTS

Taxation of Our Operating Partnership

The first paragraph under the title “Material U.S. Federal Income Tax Considerations — Taxation of Our Operating Partnership” in the accompanying prospectus is revised to read as follows:

Our Operating Partnership currently is disregarded as a separate entity for tax purposes because it is wholly owned by Great Ajax Corp. We may issue interests in our Operating Partnership in the future to third party partners, at which time our Operating Partnership will be treated as a partnership for tax purposes. Great Ajax II Operating Partnership LP (“Operating Partnership II”) is owned by our Operating Partnership and our TRS, GA-TRS LLC (in 2025, our TRS merged with and into GA-TRS LLC, with GA-TRS LLC being the surviving company and taking ownership of the interests in Operating Partnership II previously held by GAJX Real Estate Corp.), and is treated as a partnership for tax purposes.

Subsequent legislation has modified several of the REIT rules discussed in the accompanying prospectus.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (OBBBA). This legislation modifies rules pertaining to qualifications as a REIT and the taxation of REITs and their stockholders, including, among others, the following changes to certain rules described in the disclosure set forth in the accompanying prospectus:

•

For taxable years beginning after December 31, 2025, the value of taxable REIT subsidiary (TRS) stock and securities that a REIT may hold increases from 20% to 25% of the value of the REIT’s assets.

​

•

REIT stockholders are now entitled to a permanent 20% pass-through deduction on the REIT’s ordinary dividend income. The deduction was set to expire on December 31, 2025.

​

•

The OBBBA permanently extends 37% as the highest tax rate applicable to ordinary income.

​

S-24

TABLE OF CONTENTS​

UNDERWRITING

Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, BTIG, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. are acting as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement, dated the date of this prospectus supplement, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares of common stock set forth opposite the underwriter’s name.

Underwriters	​	​	Number of Shares				​
Goldman Sachs & Co. LLC	​	​	​	​	​	​	​
RBC Capital Markets, LLC	​	​	​	​	​	​	​
UBS Securities LLC	​	​	​	​	​	​	​
Wells Fargo Securities, LLC	​	​	​	​	​	​	​
BTIG, LLC	​	​	​	​	​	​	​
Keefe, Bruyette & Woods, Inc.	​	​	​	​	​	​	​
Piper Sandler & Co.	​	​	​	​	​	​	​
Total	​	​	​	​		​	​

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares of common stock sold under the underwriting agreement if any of these shares of common stock are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

The underwriters propose to offer some of the shares of common stock directly to the public at the public offering price set forth on the cover page of this prospectus supplement and some of the shares of common stock to dealers at the public offering price less a concession not to exceed $      per share. The underwriters may allow, and dealers may re-allow, a concession not to exceed $      per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the underwriters may change the public offering price and the other selling terms. The offering of the shares by the underwriters is subject to their receipt and acceptance of the shares being offered and subject to the underwriters’ right to reject any order in whole or in part.

We have agreed to indemnify the underwriters against liabilities under the Securities Act or contribute to payments that the underwriters may be required to make in that respect.

Over-Allotment Option

We have granted to the underwriters an option to purchase up to $45,000,000 of additional shares of common stock within 30 days from the date of this prospectus supplement solely to cover over-allotments at the public offering price less the underwriting discount. To the extent the option is exercised, each underwriter must purchase a number of additional shares of common stock approximately proportionate to that underwriter’s initial purchase commitment.

Listing

Our common stock is listed on the NYSE under the symbol “RPT.”

Underwriting Discounts and Expenses

The following table shows the underwriting discounts and commissions that we will pay to the underwriters in connection with the common stock offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

S-25

TABLE OF CONTENTS

​

​

​

Paid by us

​

​

​

​

No Exercise

​

​

Full Exercise

​

Per share

​

​

​

$

​

​

​

​

$

​

​

Total

​

​

​

$

​

​

​

​

$

​

​

​

We estimate that our expenses related to this offering will be approximately $      , excluding the underwriting discount.

Price Stabilization and Short Positions

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the option to purchase additional shares, and transactions that have the effect of stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

​

•

“Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

​

•

“Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

​

•

Covering transactions involve purchases of shares of common stock either pursuant to the option to purchase additional shares or in the open market after the distribution has been completed in order to cover short positions.

​

•

To close a naked short position, the underwriters must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

​

•

To close a covered position, the underwriters must purchase shares in the open market after the distribution has been completed or must exercise the option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

​

•

Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

​

Purchases to cover short positions and transactions that have the effect of stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares of common stock. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

No Sales of Similar Securities

We have agreed that, subject to specified exceptions (including issuances of our common stock in connection with acquisitions and the filing of certain registration statements), without the prior written consent of the representatives, we will not, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, pledge, make any short sale or maintain any short position, establish or maintain a “put equivalent position” ​(within the meaning of Rule 16a-1(h) under the 1934 Act), enter into any swap, derivative transaction or other arrangement that transfers to another, in whole or in part,

S-26

TABLE OF CONTENTS

any of the economic consequences of ownership of our common stock, or otherwise dispose of any shares of our common stock or any securities that may be converted into or exchanged for any shares of our common stock for a period ending 60 days after the date of this prospectus supplement.

Rithm, the Manager, RCM and our executive officers and directors have entered into lock-up agreements with the underwriters. Under these agreements, subject to certain exceptions, transfers for charitable and estate planning purposes and selling shares to cover taxes upon the exercise of options), none of Rithm, the Manager, RCM and our executive officers may, without the prior written consent of the underwriters, directly or indirectly, offer, sell, offer to sell, pledge, grant any option, right or warrant to purchase, purchase an option or contract to sell, lend, pledge or otherwise transfer or dispose of, any shares of our common stock for a period ending 60 days after the date of this prospectus supplement. At any time and without public notice, the underwriters may, in their sole discretion, release some or all of the securities from these lock-up agreements.

Conflicts of Interest and Other Relationships

The underwriters and their affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their business activities, the underwriters may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours and/or persons and entities with relationships with us. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means such as email.

Selling Restrictions

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus supplement and the accompanying prospectus do not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares of our common stock may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” ​(within the meaning of section 708(8) of the Corporations Act), “professional investors” ​(within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares of our common stock without disclosure to investors under Chapter 6D of the Corporations Act.

The shares of our common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in

S-27

TABLE OF CONTENTS

circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the shares of our common stock must observe such Australian on-sale restrictions.

This prospectus supplement and the accompanying prospectus contain general information only and do not take account of the investment objectives, financial situation or particular needs of any particular person. They do not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement and the accompanying prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

The shares of common stock have not been offered and will not be offered, and this document will not be made available to, any persons in the Dubai International Financial Centre except on the basis that an offer is:

•

an “Exempt Offer” in accordance with the Dubai Financial Services Authority (“DFSA”) Markets Rules (MKT) module of the DFSA Rulebook; and

​

•

made only to persons who meet the “Deemed Professional Client” criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module of the DFSA Rulebook and who are not natural persons.

​

This document relates to an exempt offer which is not subject to any form of regulation or approval by the DFSA. The DFSA has not approved this document nor has any responsibility for reviewing or verifying any document or other documents in connection with the offering. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document and has no responsibility for it. The DFSA has also not assessed the suitability of the offer of shares to which this document relates to any particular investor or type of investor. If you do not understand the contents of this document or are unsure whether the offered shares to which this document relates are suitable to your individual investment objectives and circumstances, you should consult an authorised financial advisor.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each an “EEA State”), no shares of common stock have been offered or will be offered pursuant to the offering to the public in that EEA State prior to the publication of a prospectus in relation to the shares of common stock which has been approved by the competent authority in that EEA State or, where appropriate, approved in another EEA State and notified to the competent authority in that EEA State, all in accordance with the EU Prospectus Regulation, except that it may make an offer to the public in that EEA State of the shares of common stock at any time under the following exemptions under the EU Prospectus Regulation:

•

to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation;

​

•

to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

​

•

in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that no such offer of shares of common stock referred to in (a) to (c) above shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation, or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

​

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of common stock in any EEA State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of common stock to be offered so as to enable

S-28

TABLE OF CONTENTS

an investor to decide to purchase or subscribe for the shares of common stock, and the expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.

Notice to Prospective Investors in Hong Kong

The shares of our common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares of our common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in the United Kingdom

In relation to the United Kingdom, no shares of our common stock have been offered or will be offered pursuant to the offering to the public in the United Kingdom except in accordance with the Public Offers and Admissions to Trading Regulations. In particular, an offer to the public in the United Kingdom of the shares of our common stock may be made at any time under the following exemptions under the Public Offers and Admissions to Trading Regulations:

•

to any legal entity which is a qualified investor as defined under the Public Offers and Admissions to Trading Regulations;

​

•

to fewer than 150 natural or legal persons (other than qualified investors as defined under the Public Offers and Admissions to Trading Regulations), subject to obtaining the prior consent of the underwriters for any such offer; or

​

•

in any other circumstances falling within the exemptions from the prohibition on offers to the public set out in Schedule 1 of the Public Offers and Admissions to Trading Regulations;

​

provided that no such offer of the shares of common stock shall require the issuer or any underwriter to publish or supplement a prospectus under the Public Offers and Admissions to Trading Regulations.

In the United Kingdom, the offering is only addressed to, and is directed only at, “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations, who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”). This prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of common stock in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offerings and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, and the expression “Public Offers and Admissions to Trading Regulations” means the UK Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105).

S-29

TABLE OF CONTENTS​

LEGAL MATTERS

Certain legal matters relating to this offering, including certain tax matters, will be passed upon for us by Herbert Smith Freehills Kramer (US) LLP. Ballard Spahr LLP will issue an opinion to us regarding certain matters of Maryland law, including the validity of the shares of common stock to be issued by us and offered hereby. Certain legal matters relating to this offering will be passed upon for the underwriters by Clifford Chance US LLP.

S-30

TABLE OF CONTENTS​

EXPERTS

Our consolidated financial statements as of December 31, 2025 and for the year then ended, incorporated in this prospectus by reference have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

Our consolidated financial statements as of December 31, 2024, and for the year then ended, incorporated in this prospectus by reference, have been audited by Baker Tilly US, LLP, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements of Paramount Group, Inc. as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024, incorporated by reference in this Prospectus supplement by reference to Current Report on Form 8-K/A of Rithm Property Trust Inc. filed with the SEC on January 23, 2026, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

S-31

TABLE OF CONTENTS​

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Any statement contained in a document which is incorporated by reference into this prospectus supplement and the accompanying prospectus is automatically updated and superseded if information contained in this prospectus supplement or the accompanying prospectus, or information that we later file with the SEC, modifies or replaces this information. We incorporate by reference the following documents that we have filed with the SEC:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026;

​

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 1, 2026;

​

•

our Current Reports on Form 8-K filed with the SEC on January 23, 2026 (filing containing Item 9.01), May 19, 2026 (filing containing Item 1.01), June 2, 2026 (filing containing Items 5.02 and 5.07), and July 13, 2026 (in each case, except for any information contained therein which is furnished rather than filed); and

​

•

our Definitive Proxy Statement on Schedule 14A, filed on April 21, 2026 (but only with respect to information required by Part III of our Annual Report on Form 10-K for the year ended December 31, 2025 and the other information therein that is expressly incorporated by reference herein).

​

We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act: (i) after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of the registration statement and (ii) after the date of this prospectus and prior to the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

To receive a free copy of any of the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including exhibits, if they are specifically incorporated by reference into the documents, call us at (646) 868-5483 or submit a written request to Rithm Property Trust Inc., 799 Broadway, New York, New York 10003.

S-32

TABLE OF CONTENTS

PROSPECTUS

$400,000,000

Common Stock
Preferred Stock
Debt Securities
Warrants
Units

We may from time to time offer, in one or more series or classes, separately or together, and in amounts, at prices and on terms to be set forth in one or more supplements to this prospectus, the following securities:

•

shares of our common stock, par value $0.01 per share;

​

•

shares of our preferred stock (which we may issue in one or more classes or series), par value $0.01 per share;

​

•

debt securities;

​

•

warrants to purchase shares of common stock or preferred stock or debt securities; or

​

•

units consisting of two or more of the foregoing.

​

We refer to the common stock, preferred stock, debt securities, warrants and units, collectively, as the “securities” in this prospectus. We may offer, issue and sell the securities at an aggregate public offering price that will not exceed $400,000,000.

We will provide the specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer and sell any securities unless accompanied by a prospectus supplement describing the amount of securities being offered and terms of the offering of those securities. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We reserve the sole right to accept, and together with any underwriters, dealers and agents, reserve the right to reject, in whole or in part, any proposed purchase of securities. The names of any underwriters, dealers or agents involved in the sale of any securities, the specific manner in which they may be offered and any applicable commissions or discounts will be set forth in the prospectus supplement covering the sales of those securities.

Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “AJX.” On November 4, 2024, the last reported sale price of our common stock was $3.09.

To assist us in qualifying as a real estate investment trust, or REIT, among other purposes, our charter prohibits, with certain exceptions, the beneficial or constructive ownership by any person of more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our capital stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our common stock. In addition, our charter contains various other restrictions on the ownership and transfer of our capital stock and common stock. See “Restrictions on Ownership and Transfer.”

Investing in our securities involves risks. See “Risk Factors” beginning on page 2, as well as the “Risk Factors” incorporated by reference herein from our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and other reports and information that we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

​

The date of this prospectus is November 13, 2024

TABLE OF CONTENTS​

TABLE OF CONTENTS

​	ABOUT THIS PROSPECTUS	​	​	​	​	i	​	​
​	FORWARD-LOOKING STATEMENTS	​	​	​	​	ii	​	​
​	OUR COMPANY	​	​	​	​	1	​	​
​	RISK FACTORS	​	​	​	​	2	​	​
​	USE OF PROCEEDS	​	​	​	​	2	​	​
​	DESCRIPTION OF SECURITIES WE MAY OFFER	​	​	​	​	2	​	​
​	DESCRIPTION OF COMMON STOCK	​	​	​	​	3	​	​
​	DESCRIPTION OF PREFERRED STOCK	​	​	​	​	5	​	​
​	DESCRIPTION OF DEBT SECURITIES	​	​	​	​	7	​	​
​	DESCRIPTION OF WARRANTS	​	​	​	​	13	​	​
​	DESCRIPTION OF UNITS	​	​	​	​	14	​	​
​	RESTRICTIONS ON OWNERSHIP AND TRANSFER	​	​	​	​	15	​	​
​	CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS	​	​	​	​	17	​	​
​	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	​	​	​	​	23	​	​
​	PLAN OF DISTRIBUTION	​	​	​	​	49	​	​
​	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	​	​	​	​	51	​	​
​	WHERE YOU CAN FIND MORE INFORMATION	​	​	​	​	52	​	​
​	LEGAL MATTERS	​	​	​	​	52	​	​
​	EXPERTS	​	​	​	​	52	​	​

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus we may provide you in connection with an offering of securities. You must not rely on any unauthorized information or representation not contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus. This prospectus, any accompanying prospectus supplement or any free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities other than the registered securities to which they relate, nor does this prospectus, any accompanying prospectus supplement or any free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained in this prospectus, any prospectus supplement to this prospectus, any free writing prospectus or the documents incorporated by reference herein or therein are accurate only as of the date of such document. Our business, financial condition, liquidity, results of operations, funds from operations and prospects may have changed since those dates.

TABLE OF CONTENTS​

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of  $400,000,000. This prospectus provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of the offering. Any accompanying prospectus supplement or free writing prospectus may also add to, update or supersede other information contained in this prospectus.

The SEC allows us to “incorporate by reference” certain information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will update automatically, supplement and/or supersede this information. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should read the detailed information regarding our company, our securities and our financial statements and the notes to those statements appearing elsewhere in this prospectus or incorporated herein by reference. Before purchasing any securities, you should carefully read this prospectus, any prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus. In this prospectus, unless the context indicates otherwise, references to “Great Ajax,” “we,” “the company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Great Ajax Corp., and references to “Operating Partnership” refer to Great Ajax Operating Partnership L.P., a Delaware limited partnership.

i

TABLE OF CONTENTS​

FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement, including the documents incorporated by reference into this prospectus and any accompanying prospectus supplement, contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including but not limited to:

•

our ability to recognize the anticipated benefits of the strategic transaction (the “Rithm Transaction”) with Rithm Capital Corp. and its affiliates (“Rithm”);

​

•

changes to our business strategy as a result of the Rithm Transaction;

​

•

Rithm’s ability to manage and address potential conflicts of interest relating to our investment objectives, which may overlap with the investment objectives of Rithm or one of its operating companies;

​

•

the impact of our termination of Thetis Asset Management LLC (the “Former Manager” or “Thetis”) and the entry into a new management agreement with RCM GA LLC, a subsidiary of Rithm (the “New Manager” or “RCM GA”);

​

•

the significant losses we have incurred to date from our holdings of non-performing loans (“NPLs”) and re-performing loans (“RPLs”);

​

•

the expectation that we will continue to incur increasing and significant consolidated net losses from our mortgage holdings;

​

•

the ability of Newrez LLC (the “Servicer”) to perform its obligations under the servicing agreements for our mortgage loans and real property;

​

•

difficulties in consummating sales of our NPLs and RPLs at attractive prices and on a prompt timeline or at all and adverse market developments negatively impacting the value of, and the returns expected from, such assets;

​

•

the impact of changes in interest rates and the market value of the collateral underlying our RPL and NPL portfolios or of our other real estate assets;

​

•

the impact of conditions, including adverse changes, in the real estate, mortgage or housing markets and changes in the general economy;

​

•

our share price has been and may continue to be volatile;

​

•

the broader impacts of interest rates, inflation, and potential for a global economic recession;

​

•

general volatility of the capital markets;

​

•

the impact of adverse legislative or regulatory tax changes;

​

•

our ability to control our costs;

​

•

our ability to obtain financing arrangements on favorable terms or at all;

​

•

our failure to comply with the covenants under our borrowing arrangements;

​

•

our failure to qualify or maintain qualification as a real estate investment trust (“REIT”); and

​

ii

TABLE OF CONTENTS

•

our failure to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”)

​

The forward-looking statements should be read in light of these factors and the factors identified in the “Risk Factors” incorporated by reference into this prospectus and any accompanying prospectus supplement, from our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and other reports and information that we file with the SEC from time to time.

iii

TABLE OF CONTENTS​

OUR COMPANY

We are a Maryland corporation that is organized and operated in a manner intended to allow us to qualify as a REIT. In connection with the closing of the Rithm Transaction, on June 11, 2024, we entered into a management agreement with RCM GA, a subsidiary of Rithm, to serve as our external manager. For a description of the Rithm Transaction, see the section entitled “The Transaction” in our definitive proxy statement on Schedule 14A for our 2024 Annual Meeting filed with the SEC on April 10, 2024, which is incorporated by reference herein. Under RCM GA’s management, we have started to shift our strategic direction towards investments in the commercial real estate sector and we have begun to invest in commercial mortgage loans. Our target assets are expected to include preferred equity or debt instruments secured by mortgages on commercial real estate, small balance commercial loans, mezzanine loans secured by pledges of equity interests in entities that own commercial real estate or other forms of subordinated debt in connection with commercial real estate, as well as commercial mortgage servicing rights and operating businesses in the commercial real estate sector. Although historically, we have primarily targeted acquisitions of RPLs and NPLs, we do not anticipate investing further in residential mortgage loans, RPLs or NPLs. Given the change in focus of our business, we intend to, over time, reposition much of our existing portfolio. We believe commercial real estate offers an attractive investment opportunity given market dynamics that are creating significant refinancing challenges and funding gaps.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Our qualification as a REIT depends upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code of 1986, as amended (the “Code”) relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code, and that our current intended manner of operation enables us to meet the requirements for taxation as a REIT for U.S. federal income tax purposes.

Our principal offices are located at 799 Broadway, New York, NY 10003. Our telephone number is 646-868-5483. Our web address is www.greatajax.com. The information on or otherwise accessible through our website does not constitute a part of this prospectus or the accompanying prospectus supplement and is not incorporated by reference into this prospectus or any accompanying prospectus supplement.

1

TABLE OF CONTENTS​​​

RISK FACTORS

Investment in any securities offered pursuant to this prospectus involves substantial risks. Before acquiring securities from us, you should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q and the other information contained in this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any accompanying prospectus supplement. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. Please also refer to the section entitled “Forward-Looking Statements” in this prospectus.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of securities offered by this prospectus and the accompanying prospectus supplement for general corporate purposes, which may include investments in the commercial real estate sector, subject to the availability of appropriate investment opportunities consistent with our objectives.

Pending these uses, we intend to invest the net proceeds in readily marketable, interest bearing, short-term investment grade securities or money market accounts that are consistent with our intention to qualify as a REIT. Such temporary investments are expected to provide a lower net return than we anticipate achieving from our targeted investments.

Further details regarding the use of the net proceeds from the sale of securities will be set forth in the applicable prospectus supplement.

DESCRIPTION OF SECURITIES WE MAY OFFER

This prospectus contains a summary description of the common stock, preferred stock, debt securities, warrants and units that we may offer from time to time. As further described in this prospectus, these summary descriptions are not meant to be complete descriptions of each security. The particular terms of any security will be described in the accompanying prospectus supplement and other offering material. The accompanying prospectus supplement may update, change or add to the terms and conditions of the securities as described in this prospectus.

2

TABLE OF CONTENTS​

DESCRIPTION OF COMMON STOCK

The following summary description of our common stock does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law, our charter and our bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

General

Our charter provides that we may issue up to 125,000,000 shares of common stock, par value $0.01 per share. As of September 30, 2024, 44,978,969 shares of common stock were issued and outstanding.

Our charter authorizes our board of directors to amend our charter to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series without stockholder approval. Maryland law provides that none of our stockholders is personally liable to our creditors for any of our obligations solely as a result of that stockholder’s status as a stockholder.

Voting Rights of Common Stock

Subject to the provisions of our charter regarding restrictions on the transfer and ownership of shares of common stock, each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as provided with respect to any other class or series of shares of our stock, the holders of our common stock possess the exclusive voting power. Our directors are elected by plurality. There is no cumulative voting in the election of directors or otherwise, which means that the holders of a majority of the outstanding shares of common stock, voting as a single class, can elect all of the directors then standing for election.

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert, transfer all or substantially all of its assets or engage in a share exchange unless advised by the board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter, unless a lesser percentage (but not less than a majority of all the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides for approval by a majority of all the votes entitled to be cast on the matter for the matters described in this paragraph, except that the charter requirement for a two-thirds vote to remove directors may be amended only with approval of two-thirds of the votes entitled to be cast.

Dividends, Liquidation and Other Rights

All shares of common stock offered by this prospectus will be duly authorized, fully paid and non- assessable. Holders of our shares of common stock are entitled to receive dividends when authorized by our board of directors out of assets legally available for the payment of dividends. They also will be entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, after payment of or adequate provision for all of our known debts and liabilities. These rights are subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding restrictions on transfer of our stock.

Holders of our shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of our securities. Subject to the restrictions on transfer of capital stock contained in our charter and to the ability of the board of directors to create shares of common stock with differing voting rights, all shares of common stock have equal dividend, liquidation and other rights.

Our charter authorizes our board of directors to reclassify any unissued shares of our common stock into other classes or series of classes of our stock (including preferred stock), to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series.

3

TABLE OF CONTENTS

Power to Issue Additional Shares of Common Stock and Preferred Stock

We believe that the power of our board of directors to issue additional shares of our common stock or preferred stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to cause us to issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series, as well as our common stock, will be available for issuance without further action by our stockholders, unless stockholder action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors has no intention at the present time of doing so, it could authorize us to issue a class or series that could, depending upon the terms of such class or series, delay, defer or prevent a transaction or a change in control of us that might involve a premium price for holders of our common stock or otherwise be in their best interest.

Stock Exchange Listing

Our shares of common stock are listed on the NYSE under the symbol “AJX.”

Transfer Agent and Registrar

The transfer agent and registrar for our shares of common stock is Equiniti Trust Company, LLC.

4

TABLE OF CONTENTS​

DESCRIPTION OF PREFERRED STOCK

The following summary description of our preferred stock does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law, our charter and our bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

General

Our charter provides that we may issue up to 25,000,000 shares of preferred stock, par value $0.01 per share, in one or more series and with rights, preferences, privileges and restrictions that our board of directors may fix or designate without any further vote or action by our stockholders.

Our charter authorizes our board of directors to reclassify any unissued shares of common stock into preferred stock, to classify any unissued shares of preferred stock and to reclassify any previously classified but unissued shares of any series of preferred stock previously authorized by our board of directors. Prior to issuance of shares of each class or series of preferred stock, our board will be required by Maryland law and our charter to fix the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our board could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in their best interest.

As of September 30, 2024, no shares of preferred stock were issued and outstanding.

Terms

When we issue preferred stock, it will be fully paid and nonassessable. The preferred stock will not have any preemptive rights.

Articles supplementary that will become part of our charter will set forth the specific terms of any new series of preferred stock offered. A prospectus supplement will describe these specific terms, including:

•

the title and stated value;

​

•

the number of shares, liquidation preference and offering price;

​

•

the dividend rate, dividend periods and payment dates;

​

•

the date on which dividends begin to accrue or accumulate;

​

•

any auction and remarketing procedures;

​

•

any retirement or sinking fund requirement;

​

•

the price and the terms and conditions of any redemption right;

​

•

any listing on any securities exchange;

​

•

the price and the terms and conditions of any conversion or exchange right;

​

•

any voting rights;

​

•

the relative ranking and preferences as to dividends, liquidation, dissolution or winding up;

​

•

any limitations on issuing any series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividends, liquidation, dissolution or winding up;

​

•

any limitations on direct or beneficial ownership and restrictions on transfer; and

​

•

any other specific terms, preferences, rights, limitations or restrictions.

​

Restrictions on Ownership and Transfer; Change of Control Provisions

As discussed under “Restrictions on Ownership and Transfer,” our charter contains restrictions on ownership and transfers of our capital stock. In addition, the articles supplementary designating the terms

5

TABLE OF CONTENTS

of each series of preferred stock may also contain additional provisions restricting the ownership and transfer of the preferred stock. The prospectus supplement will describe any additional ownership limitation relating to a series of preferred stock.

For a discussion of provisions in our charter that may have the effect of delaying, deferring or preventing a change of control, see “Certain Provisions of Maryland Law and our Charter and Bylaws.”

6

TABLE OF CONTENTS​

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities under one or more trust indentures to be executed by us and a specified trustee. The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the Trust Indenture Act of 1939, or the Trust Indenture Act. The indentures will be qualified under the Trust Indenture Act.

The following description sets forth certain anticipated general terms and provisions of the debt securities to which an accompanying prospectus supplement may relate. The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which such general provisions may apply to the debt securities so offered will be described in the prospectus supplement relating to such debt securities. Accordingly, for a description of the terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement relating thereto and the following description. A form of the indenture (as discussed herein) has been filed as an exhibit to the registration statement of which this prospectus is a part.

The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture).

Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by a resolution of the board of trustees or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series.

The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation:

•

their title and whether they are senior securities or subordinated securities;

​

•

their initial aggregate principal amount and any limit on their aggregate principal amount;

​

•

the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity;

​

•

the terms, if any, upon which they may be convertible or exchangeable into our common stock, other securities or other property and the terms and conditions upon which a conversion or exchange will be effected, including the initial conversion or exchange price or rate and the conversion or exchange period, any adjustments to the foregoing and any requirements relative to the reservation of shares for purposes of conversion or exchange;

​

•

if convertible or exchangeable, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible or exchangeable;

​

•

the date or dates, or the method for determining the date or dates, on which the principal will be payable;

​

•

the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any;

​

•

the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;

​

•

the place or places where the principal (and premium, if any) and interest, if any, will be payable, or the method of such payment, if by wire transfer, mail or other means;

​

7

TABLE OF CONTENTS

•

the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option;

​

•

our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation;

​

•

if other than U.S. dollars, the currency or currencies in which they are denominated and in which any payments of principal (and premium, if any) or interest, if any, are payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions;

​

•

whether the payments of principal (and premium, if any) or interest, if any, may be determined with reference to an index, formula or other method (which index, formula or method may, but need not be, based on a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined;

​

•

any additions to, modifications of or deletions from their terms with respect to the events of default, to the rights of the trustee or the holders to declare the principal amount thereof due and payable, or to the covenants, in each case as set forth in the indenture;

​

•

any provisions for collateral security for their repayment;

​

•

any provisions relating to guarantees;

​

•

any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents;

​

•

whether they will be issued in certificated or book-entry form;

​

•

the date any temporary global security will be dated if other than the date of original issuance of the first security of such series to be issued;

​

•

if issued in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;

​

•

if to be issued upon the exercise of debt warrants, the time, manner and place to be authenticated and delivered;

​

•

the denominations if other than $1,000 and any integral multiple thereof;

​

•

the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture;

​

•

whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and

​

•

any other terms and any deletions from or modifications or additions to the applicable indenture.

​

The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement.

The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

Restrictions on ownership and transfer of our common stock and preferred stock are designed to preserve our status as a REIT and, therefore, may act to prevent or hinder a change of control. See “Restrictions on Ownership and Transfer” in this prospectus. Investors should review the accompanying prospectus supplement for information with respect to any deletions from, modifications of or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

8

TABLE OF CONTENTS

Merger, Consolidation or Sale

The applicable indenture will provide that we may consolidate with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to any other person (as defined therein), provided that:

•

we are the continuing trust, or the successor person (if other than the Company) formed by or resulting from any consolidation or merger or which has received the transfer of our assets will be organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the applicable debt securities and under the indenture;

​

•

immediately after giving effect to the transaction, no event of default under the applicable indenture, and no event which, after notice or the lapse of time, or both, would become an event of default, will have occurred and be continuing; and

​

•

an officer’s certificate and legal opinion covering these conditions will be delivered to the trustee.

​

Covenants

The applicable indenture will contain covenants requiring us to take certain actions and prohibiting us from taking certain actions. The covenants with respect to any series of debt securities will be described in the accompanying prospectus supplement.

Events of Default, Notice and Waiver

Each indenture will describe specific “events of default” with respect to a series of debt securities issued under the indenture. These “events of default” are likely to include (with grace and cure periods):

•

our failure to pay any installment of interest;

​

•

our failure to pay the principal (or premium, if any) at maturity;

​

•

our failure to make any required sinking fund payment;

​

•

our breach of any other covenant or warranty contained in the applicable indenture (other than a covenant added to the indenture solely for the benefit of a different series of debt securities); and

​

•

certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or any substantial part of our property.

​

If an event of default resulting from certain events of bankruptcy described in the indenture occurs, all outstanding debt securities of that series will become due and payable immediately. If any other event of default under any indenture with respect to debt securities of any series at the time outstanding occurs and is continuing, then the applicable trustee or the holders of not less than 25% of the principal amount of the outstanding debt securities of that series may declare the principal amount (or, if the debt securities of that series are original issue discount securities or indexed securities, such portion of the principal amount as may be specified in the terms thereof) of all the debt securities of that series to be due and payable immediately by written notice thereof to us (and to the applicable trustee if given by the holders). However, at any time after such a declaration of acceleration with respect to debt securities of such series (or of all debt securities then outstanding under any indenture, as the case may be) has been made, the holders of not less than a majority in principal amount of outstanding debt securities of such series (or of all debt securities then outstanding under the applicable indenture, as the case may be) may rescind and annul such declaration and its consequences if:

•

the rescission would not conflict with any judgment or decree; and

​

•

all events of default, other than the non-payment of accelerated principal, interest or premium (or specified portion thereof), with respect to debt securities of such series (or of all debt securities then outstanding under the applicable indenture, as the case may be) have been cured or waived as provided in such indenture.

​

9

TABLE OF CONTENTS

Each indenture also will provide that the holders of not less than a majority in principal amount of the outstanding debt securities of any series (or of all debt securities then outstanding under the applicable indenture, as the case may be) may waive any past default with respect to the series and its consequences, except a:

•

continuing payment default; or

​

•

covenant default that cannot be modified or amended without the consent of the holder of each outstanding debt security affected thereby.

​

Each trustee will be required to give notice to the holders of debt securities within a certain number of days of a default under the applicable indenture unless the default has been cured or waived; provided, however, that the trustee may withhold notice to the holders of any series of debt securities of any default with respect to the series (except a default in the payment of the principal of  (or premium, if any) or interest on any debt security of the series or in the payment of any sinking fund installment in respect of any debt security of the series) if specified responsible officers of the trustee consider withholding the notice to be in the interest of the holders.

Each indenture will prohibit the holders of debt securities of any series from instituting any proceedings, judicial or otherwise, with respect to the indenture or for any remedy thereunder, except in the case of failure of the applicable trustee, for a certain period of time after the trustee has received a written request to institute proceedings in respect of an event of default from the holders of not less than a majority in principal amount of the outstanding debt securities of such series, as well as the furnishing of indemnity reasonably satisfactory to it.

This provision will not prevent any holder of debt securities from instituting a suit to enforce the payment of the principal of  (and premium, if any) and interest on the debt securities at the respective due dates thereof.

Subject to the indenture, no trustee will be under any obligation to exercise any of its rights or powers under an indenture at the request or direction of any holders of any series of debt securities then outstanding, unless the holders furnish the trustee thereunder reasonable security or indemnity. The holders of not less than a majority in principal amount of the outstanding debt securities of any series (or of all debt securities then outstanding under an indenture, as the case may be) will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee, or of exercising any trust or power conferred upon the trustee. However, a trustee may refuse to follow any direction, which is in conflict with any law or the applicable indenture, which may involve the trustee in personal liability or which may be unduly prejudicial to the holders of debt securities of such series not joining therein.

Within a certain period of time of the close of each fiscal year, we will be required to deliver to each trustee, a certificate, signed by one of several specified officers, stating whether or not the officer has knowledge of any default under the applicable indenture and, if so, specifying each default and the nature and status thereof.

Modification of the Indenture

The indenture will likely provide that it may be modified or amended, with the consent of the holders of not less than a majority in principal amount of each series of the outstanding debt securities issued under the indenture affected by the modification or amendment, provided that no modification or amendment may, without the consent of each affected holder of the debt securities:

•

change the stated maturity date or reduce the amount of the principal of  (or premium, if any) or reduce the rate of interest or change the time for payment of any installment of interest, if any, on the debt securities;

​

•

change the currency of payment of principal of  (or premium, if any) or interest, if any, on the debt securities;

​

•

waive a default or event of default in the payment of principal of  (or premium, if any) or interest on the debt securities (other than as described in the indenture);

​

10

TABLE OF CONTENTS

•

waive a redemption payment, if any, or alter or waive any of the provisions in the indenture with respect to redemption;

​

•

reduce the above-stated percentage of holders of the debt securities necessary to modify or amend the indenture; or

​

•

modify the foregoing requirements or reduce the percentage of the outstanding debt securities necessary to waive compliance with certain provisions of the indenture or for waiver of certain defaults.

​

A record date may be set for any act of the holders with respect to consenting to any amendment.

The holders of not less than a majority in principal amount of the outstanding debt securities of each series affected thereby will have the right to waive our compliance with certain covenants in the indenture. Each indenture will contain provisions for convening meetings of the holders of debt securities of a series to take permitted action. Under certain circumstances, we and the trustee may make modifications and amendments to an indenture without the consent of any holders of outstanding debt securities.

Redemption of Debt Securities

The debt securities may be redeemed at any time at our option, in whole or in part, to protect our status as a REIT. The debt securities may also be subject to optional or mandatory redemption on terms and conditions described in the applicable accompanying prospectus supplement.

Conversion of Debt Securities

The terms and conditions, if any, upon which any debt securities are convertible into our common stock or preferred stock will be set forth in the applicable accompanying prospectus supplement. The terms will include:

•

whether the debt securities are convertible into our common stock or preferred stock;

​

•

the conversion price (or the manner of calculating the price);

​

•

the conversion period;

​

•

the events requiring an adjustment to the conversion price and provisions affecting conversion if the debt securities are redeemed; and

​

•

any restrictions on conversion.

​

Subordination

Upon any distribution to our creditors in a liquidation, dissolution or reorganization, the payment of the principal of and interest on any subordinated securities will be subordinated to the extent provided in the applicable indenture to the prior payment in full of all senior securities. No payment of principal or interest will be permitted to be made on subordinated securities at any time if any payment default or any other default which permits accelerations exists. After all senior securities are paid in full and until the subordinated securities are paid in full, holders of subordinated securities will be subrogated to the right of holders of senior securities to the extent that distributions otherwise payable to holders of subordinated securities have been applied to the payment of senior securities. By reason of any subordination, in the event of a distribution of assets upon our insolvency, some of our general creditors may recover more, ratably, than holders of subordinated securities. The accompanying prospectus supplement or the information incorporated herein by reference will contain the approximate amount of senior securities outstanding as of the end of our most recent fiscal quarter.

Global Debt Securities

The debt securities of a series may be issued in whole or in part in global form. The global securities will be deposited with a depositary, or with a nominee for a depositary, identified in the accompanying prospectus supplement. In this case, one or more global securities will be issued in a denomination or

11

TABLE OF CONTENTS

aggregate denominations equal to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by the global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive form, a global security may not be transferred except as a whole by the depositary for the global security to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or any nominee to a successor of the depositary or a nominee of the successor.

The specific material terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a global security will be described in the applicable accompanying prospectus supplement. We anticipate that the following provisions will apply to all depositary arrangements.

Upon the issuance of a global security, the depositary for the global security will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by the global security to the accounts of persons or participants that have accounts with the depositary. The accounts to be credited will be designated by any underwriters or agents participating in the distribution of the debt securities. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary for the global security, with respect to interests of participants, or by participants or persons that hold through participants, with respect to interests of persons other than participants. So long as the depositary for a global security, or its nominee, is the registered owner of the global security, the depositary or the nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the indenture; provided, however, that for purposes of obtaining any consents or directions required to be given by the holders of the debt securities, we, the trustee and our agents will treat a person as the holder of the principal amount of debt securities as specified in a written statement of the depositary. Except as set forth herein or otherwise provided in the accompanying prospectus supplement, owners of beneficial interests in a global security will not be entitled to have the debt securities represented by the global security registered in their names, will not receive physical delivery of the debt securities in definitive form and will not be considered the owners or holders thereof under the indenture.

Principal, premium, if any, and interest payments on debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global security. Neither we, the trustee nor any paying agent for the debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depositary for any debt securities represented by a global security, upon receipt of any payment of principal, premium, if any, or interest will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depositary. We also expect that payments by participants will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in “street names” and will be the responsibility of the participants.

If the depositary for any debt securities represented by a global security is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within the period of time set forth in the indenture, we will issue the debt securities in definitive form in exchange for the global security. In addition, we may at any time, and in our sole discretion, determine not to have any of the debt securities of a series represented by one or more global securities and, in that event, will issue debt securities of the series in definitive form in exchange for all of the global security or securities representing the debt securities.

The laws of some states require that certain purchasers of securities take physical delivery of the securities in definitive form. These laws may impair the ability to transfer beneficial interests in debt securities represented by global securities.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York.

12

TABLE OF CONTENTS​

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of common stock, preferred stock or debt securities, and may issue warrants independently or together with common stock, preferred stock or debt securities, or attached to, or separate from, such securities. We will issue each series of warrants under a separate warrant agreement between us and a bank or trust company as warrant agent, as specified in the applicable prospectus supplement. The form of the warrant agreement and the form of the warrant certificate will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

The warrant agent will act solely as our agent in connection with the warrants and will not act for or on behalf of warrant holders. The following sets forth certain general terms and provisions of the warrants that may be offered under this registration statement. Further terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement.

The applicable prospectus supplement will describe the terms of the warrants in respect of which this prospectus is being delivered, including, where applicable, the following:

•

the title of such warrants;

​

•

the aggregate number of such warrants;

​

•

the price or prices at which such warrants will be issued;

​

•

the type and number of securities purchasable upon exercise of such warrants;

​

•

the designation and terms of the other securities, if any, with which such warrants are issued and the number of such warrants issued with each such offered security;

​

•

the date, if any, on and after which such warrants and the related securities will be separately transferable;

​

•

the price at which each security purchasable upon exercise of such warrants may be purchased;

​

•

the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;

​

•

the minimum or maximum amount of such warrants that may be exercised at any one time;

​

•

information with respect to book-entry procedures, if any;

​

•

any anti-dilution protection;

​

•

a discussion of certain U.S. federal income tax considerations; and

​

•

any other terms of such warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants.

​

Warrant certificates will be exchangeable for new warrant certificates of different denominations and warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise or to any dividend payments or voting rights as to which holders of the shares of common stock or preferred stock purchasable upon such exercise may be entitled.

Each warrant will entitle the holder to purchase for cash such number of shares of common stock, preferred stock or debt securities, at such exercise price as shall, in each case, be set forth in, or be determinable as set forth in, the applicable prospectus supplement relating to the warrants offered thereby. After the expiration date set forth in the applicable prospectus supplement, unexercised warrants will be void.

Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants.

Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants are presented for exercise with respect to a warrant certificate, a new warrant certificate will be issued for the remaining amount of warrants.

13

TABLE OF CONTENTS​

DESCRIPTION OF UNITS

We may issue units consisting of one or more of the other securities that may be offered under this prospectus, in any combination. Units may also include debt obligations of a third party. These units may be issuable as, and for a specified period of time may be transferable only as, a single security, rather than as the separate constituent securities comprising such units. The statements made in this section relating to the units are summaries only and are not complete. When we issue units, we will provide the specific terms of the units in a prospectus supplement. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.

When we issue units, we will provide in a prospectus supplement the following terms of the units being issued when applicable:

•

the title of any series of units;

​

•

identification and description of the separate constituent securities comprising the units;

​

•

the price or prices at which the units will be issued;

​

•

the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

​

•

information with respect to any book-entry procedures;

​

•

a discussion of any material or special U.S. federal income tax consequences applicable to an investment in the units; and

​

•

any other material terms of the units and their constituent securities.

​

14

TABLE OF CONTENTS​

RESTRICTIONS ON OWNERSHIP AND TRANSFER

In order to qualify as a REIT under the Code, our shares of capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, no more than 50% of the value of our outstanding shares of capital stock (after taking into account options to acquire shares of stock) may be owned, directly or constructively, by five or fewer individuals (as defined in the Code to include certain entities). These requirements are not applicable to the first taxable year in which a REIT election is made.

Because our board of directors believes that it is essential for us to qualify as a REIT, the charter, subject to certain exceptions, contains restrictions on the number of shares of our capital stock that a person may own and prohibits certain entities from owning our shares. Our charter provides that, subject to certain exceptions, no person, including a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), may beneficially own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value or in number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of our common stock or the aggregate of the outstanding shares of our capital stock. Our board may, in its sole discretion, waive the ownership limit with respect to a particular stockholder if our board is presented with evidence satisfactory to it that the ownership will not then or in the future jeopardize our status as a REIT.

Our charter also prohibits any person from (a) beneficially owning shares of our capital stock that would result in us being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT, and (b) transferring shares of our capital stock if such transfer would result in our capital stock being owned by fewer than 100 persons. Any person who acquires or attempts or intends to acquire beneficial ownership of shares of our capital stock that will or may violate any of the foregoing restrictions on transferability and ownership is required to give notice immediately to us or, in the case of a proposed or attempted transaction, give us at least 15 days prior written notice, and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT. The foregoing restrictions on transferability and ownership do not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

Our charter provides that any transfer that will result in our shares being owned by fewer than 100 persons will be void and that any ownership or transfer of our shares in violation of the other restrictions described in the immediately preceding paragraphs will result in the shares that would result in such violation being automatically transferred to a trust for the benefit of a charitable beneficiary, and the purported owner or transferee acquiring no rights in such shares. If the transfer to the trust is ineffective for any reason to prevent a violation of these restrictions, the transfer that would have resulted in such violation will be void from the outset and the purported transferee will acquire no rights in such shares.

In addition, our charter documents limit equity participation by “benefit plan investors” so that such participation in any class of our equity securities by such “benefit plan investors” will not be deemed “significant.” For such purposes, the terms “benefit plan investors” and “significant” are determined by reference to certain regulations promulgated by the U.S. Department of Labor.

Our charter also provides that to the extent that we incur or our board of directors determines that we will incur any tax pursuant to Section 860E(c) of the Code as the result of any “excess inclusion” income (within the meaning of Section 860E of the Code), which tax is allocable to a stockholder that is a “disqualified organization” ​(as defined in Section 860E(e)(5) of the Code), our board of directors will cause us to allocate such tax solely to the stock held by such disqualified organization in the manner described by Treasury Regulations, by reducing from one or more distributions to be paid to such stockholder the tax incurred by us pursuant to Section 860E(c) of the Code as a result of such stockholder’s stock ownership.

All certificates representing shares of our capital stock will bear a legend referring to the restrictions described above.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) of all outstanding shares of our capital stock, including shares of common stock, within 30 days after the end of each taxable year, is required to give written notice to us stating the name and address of such owner, the number of shares of each class and series of shares of our stock which the

15

TABLE OF CONTENTS

owner beneficially owns and a description of the manner in which the shares are held. Each owner shall provide to us such additional information as we may request in order to determine the effect, if any, of the beneficial ownership on our status as a REIT and to ensure compliance with the ownership limitations. In addition, each stockholder shall upon demand be required to provide to us such information as we may request, in good faith, in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for the common stock or might otherwise be in the best interest of our stockholders.

Policy on Poison Pills

We do not have a stockholders “rights plan,” which for this purpose means any arrangement pursuant to which, directly or indirectly, common stock or preferred stock purchase rights may be distributed to stockholders that provide all stockholders, other than persons who meet certain criteria specified in the arrangement, the right to purchase the common stock or preferred stock at less than the prevailing market price of the common stock or preferred stock (sometimes referred to as a “poison pill”). Our board of directors considers it unlikely that such a plan would be considered in the future.

Our board of directors shall seek and obtain stockholder approval before adopting a poison pill; provided, however, that the board may adopt a poison pill if, under the then circumstances, the board, including a majority of its independent members, in its exercise of its duties, deems it to be in the best interests of the company’s stockholders to adopt a poison pill without the delay in adoption that would come from the time reasonably anticipated to be necessary to seek stockholder approval.

If a poison pill were to be adopted without prior stockholder approval, the poison pill will either be ratified by stockholders or expire, without being renewed or replaced, within one year.

16

TABLE OF CONTENTS​

CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS

The following description of certain provisions of Maryland law and of our charter and bylaws is only a summary. For a complete description, we refer you to the applicable Maryland law, our charter and our bylaws.

Number of Directors; Vacancies

Our charter and bylaws provide that the number of our directors may only be increased or decreased by a vote of a majority of the members of our board of directors; provided that the number of directors may not be less than the minimum required by Maryland law, which is one, or more than fifteen.

On May 20, 2024, we received stockholder approval for the Rithm Transaction and the stockholders elected to reconstitute our board of directors as follows: a five-member board, two members of which are existing directors, one member nominated by Rithm, and one member of which is a new independent director (with one vacant board seat).

Pursuant to Section 3-804(c) of the Maryland General Corporation Law, or the MGCL, and except as may be provided by our board of directors in setting the terms of any class or series of preferred stock, any vacancies on our board of directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will hold office for the remainder of the full term of the directorship in which the vacancy occurred and until his or her successor is duly elected and qualifies.

Except as may be provided with respect to any class or series of our stock, at each annual meeting of our stockholders, each of our directors will be elected by our stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies. A plurality of the votes cast in the election of directors is sufficient to elect a director, and holders of shares of common stock will have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of common stock entitled to vote will be able to elect all of our directors at any annual meeting.

Removal of Directors

Our charter provides that a director may be removed only with cause and upon the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors. Our charter defines cause, for the purpose of removal of directors, to mean, with respect to a director, conviction of a felony or a judgment of a court that such director caused demonstrable, material harm to us through bad faith or active and deliberate dishonesty. This provision, when coupled with the provision of our charter making an election under Subtitle 8 of Title 3 of the MGCL permitting only our board of directors to fill vacant directorships, may preclude stockholders from removing incumbent directors and filling the vacancies created by such removal with their own nominees.

Business Combinations

Maryland law prohibits “business combinations” between us and an interested stockholder or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance, transfer or reclassification of equity securities.

Maryland law defines an interested stockholder as:

•

any person or entity who beneficially owns 10% or more of the voting power of our stock; or

​

•

an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding voting stock.

​

A person is not an interested stockholder if our board of directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a

17

TABLE OF CONTENTS

transaction, our board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by our board of directors.

After the five-year period, any business combination between us and an interested stockholder generally must be recommended by our board of directors and approved by the affirmative vote of at least:

•

80% of the votes entitled to be cast by holders of our then outstanding shares of capital stock; and

​

•

two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or stock held by an affiliate or associate of the interested stockholder.

​

These super-majority vote requirements do not apply if our common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its stock.

The statute permits various exemptions from its provisions, including business combinations that are approved by our board of directors before the time that the interested stockholder becomes an interested stockholder.

Pursuant to the MGCL, our board of directors has by resolution exempted business combinations between us and any other person from these provisions of the MGCL, provided that the business combination is first approved by our board of directors and, consequently, the five-year prohibition and the supermajority vote requirements will not apply to such business combinations. As a result, any person may be able to enter into business combinations with us in whole or in part at any time. According to resolutions of our board of directors, we are not permitted to opt back in to these provisions without the approval of the holders of a majority of our shares of common stock. If this resolution were repealed or rescinded with approval by a vote of our stockholders, or our board of directors does not otherwise approve a business combination, the business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Control Share Acquisitions

Maryland law provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights unless approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer or by officers or directors who are our employees are excluded from the shares entitled to vote on the matter. “Control shares” are voting shares that, if aggregated with all other shares previously acquired by the acquiring person, or in respect of which the acquiring person is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiring person to exercise voting power in electing directors within one of the following ranges of voting power:

•

one-tenth or more but less than one-third;

​

•

one-third or more but less than a majority; or

​

•

a majority or more of all voting power.

​

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition, directly or indirectly, by any person, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition of our stock may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, we may present the question at any stockholders’ meeting.

If voting rights are not approved at the stockholders’ meeting or if the acquiring person does not deliver an acquiring person statement required by Maryland law, then, subject to certain conditions and

18

TABLE OF CONTENTS

limitations, we may redeem any or all of the control shares, except those for which voting rights have previously been approved, for fair value. Fair value is determined without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition or of any meeting of stockholders at which the voting rights of the shares were considered and not approved. Before a control share acquisition has occurred, if voting rights for control shares are approved at a stockholders’ meeting and the acquiring person is entitled to exercise, or direct the exercise of, a majority or more of all voting power, all stockholders (other than the acquiring person) have the rights of objecting stockholders (including appraisal rights), as provided in Subtitle 2 of Title 3 of the MGCL. The fair value of the shares for purposes of these appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition. The control share acquisition statute does not apply to, among other exceptions, shares acquired in a merger, consolidation or share exchange if we are a party to the transaction, nor does it apply to acquisitions approved by or exempted by our charter or bylaws.

Our bylaws contain a provision exempting any and all acquisitions of our shares of stock from the control shares provisions of Maryland law.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL (‘‘Subtitle 8”) permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of its five provisions, which provide that:

•

the corporation’s board of directors will be divided into three classes;

​

•

the affirmative vote of two-thirds of all the votes entitled to be cast by stockholders generally in the election of directors is required to remove a director;

​

•

the number of directors may be fixed only by vote of the directors;

​

•

a vacancy on the board of directors that results from: (i) an increase in the size of the board of directors; or (ii) the death, resignation or removal of a director may be filled only by the remaining directors (even if the remaining directors do not constitute a quorum) and that directors elected to fill a vacancy will serve for the remainder of the full term of the class of directors in which the vacancy occurred; and

​

•

the request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting is required for stockholders to require the calling of a special meeting of stockholders.

​

Pursuant to Subtitle 8, we have elected to provide that vacancies on our board may be filled only by the remaining directors and that directors elected by the board to fill vacancies will serve for the remainder of the full term of the directorship in which the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, we also (i) vest in our board the exclusive power to fix the number of directorships, (ii) require, unless called by our Chairman, Chief Executive Officer, President or our board of directors, the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting to call a special meeting and (iii) require a two-thirds vote for the removal of any director from the board of directors, which removal will be allowed only for cause. We have not elected to be subject to any of the other provision of Subtitle 8, including the provisions that would permit us to classify our board of directors without stockholder approval. Moreover, our charter provides that, without the affirmative vote of a majority of the votes cast on the matter by our stockholders entitled to vote generally in the election of directors, we may not elect to be subject to the provision of Subtitle 8 that permits our board of directors to classify itself.

Amendment of Charter

Except for amendments permitted to be made without stockholder approval under Maryland law or by specific provisions in our charter, any amendment to our charter shall be valid only if our board of directors has declared such amendment as advisable and such amendment is approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter, except that the provisions of our charter relating to the removal of directors and the vote required to amend the removal

19

TABLE OF CONTENTS

provision may be amended only with the approval of stockholders entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter.

Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Limitation of Liability and Indemnification

Maryland law permits a Maryland corporation to include in its charter a provision limiting liability of its directors and officers to the corporation and its stockholders for money damages, but not any provision that limits the liability of directors or officers to the corporation or its stockholders:

•

to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services; or

​

•

to the extent that a judgment adverse to the person is entered based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action.

​

Our charter limits the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted by Maryland law.

Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to or in which he or she is made a party or witness by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify a present or former director and/or officer, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with any proceeding to which he or she may be made or threatened to be made a party by reason of his or her service in those or other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

​

•

the director or officer actually received an improper personal benefit in money, property or services; or

​

•

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

​

Under Maryland law, a corporation may not indemnify a director or officer in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to pay or reimburse reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate ourselves and our bylaws obligate us, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and any employees or agents of our company or a predecessor of our company.

20

TABLE OF CONTENTS

Dissolution

Subject to the provisions of any of our classes or series of shares of capital stock then outstanding and the approval by a majority of the entire board of directors, our stockholders, at any meeting thereof, by the affirmative vote of a majority of all of the votes entitled to be cast on the matter, may approve a plan of liquidation and dissolution.

Meetings of Stockholders

Under our bylaws, annual meetings of stockholders are to be held each year at a date and time determined by our board of directors. Special meetings of stockholders may be called only by a majority of the directors then in office, by the Chairman, Chief Executive Officer, President or our board of directors or our Secretary upon the written request of the holders of common stock entitled to cast not less than a majority of all votes entitled to be cast at such meeting. Only matters set forth in the notice of the special meeting may be considered and acted upon at such a meeting.

Maryland law provides that stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous consent in lieu of a meeting (unless the charter permits the consent to be less than unanimous, which our charter does not).

Advance Notice of Director Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to our board of directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

•

pursuant to our notice of the meeting;

​

•

by our board of directors; or

​

•

by a stockholder who was a stockholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice procedures set forth in our bylaws.

​

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders and nominations of persons for election to our board of directors may be made only:

•

pursuant to our notice of the meeting;

​

•

by our board of directors; or

​

•

provided that our board of directors has determined that directors shall be elected at such meeting, by a stockholder who was a stockholder of record both at the time of the provision of notice and at the time of the meeting who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws.

​

The purpose of requiring stockholders to give advance notice of nominations and other proposals is to afford our board of directors the opportunity to consider the qualifications of the proposed nominees or the advisability of the other proposals and, to the extent considered necessary by our board of directors, to inform stockholders and make recommendations regarding the nominations or other proposals. The advance notice procedures also permit a more orderly procedure for conducting our stockholder meetings.

No Appraisal Rights

In certain extraordinary transactions, Maryland law provides to dissenting stockholders the right to demand and receive the fair value of their shares, subject to certain procedures and requirements set forth in the statute. Those rights are commonly referred to as appraisal rights. Except with respect to appraisal rights arising in connection with Maryland’s control share acquisition statute discussed above, as permitted by Maryland law, our charter provides that stockholders will not be entitled to exercise appraisal rights

21

TABLE OF CONTENTS

unless our board of directors determines that such rights apply to a subsequently occurring transaction in connection with which stockholders would otherwise be entitled to appraisal rights under Maryland law.

Possible Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws

The business combination provision and control share acquisition provisions of Maryland law (if the applicable provision in our bylaws is rescinded), the provisions of our charter on the removal of directors and the restrictions on the transfer of shares of our stock, and the advance notice provisions of our bylaws could have the effect of delaying, deterring or preventing a transaction or a change in the control that might involve a premium price for holders of the shares of common stock or might otherwise be in their best interest.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders, (c) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (d) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine.

22

TABLE OF CONTENTS​

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This section summarizes the material U.S. federal income tax considerations a holder of shares of our common stock (the “Shares”) may consider relevant. Because this section is a summary, it does not address all aspects of taxation that may be relevant to particular stockholders in light of their personal investment or tax circumstances, or to certain types of stockholders that are subject to special treatment under the U.S. federal income tax laws, such as:

•

insurance companies;

​

•

tax-exempt organizations, tax-deferred and tax-advantaged accounts;

​

•

financial institutions or broker-dealers;

​

•

dealers in securities or currencies;

​

•

non-U.S. individuals and non-U.S. corporations (except to the extent discussed in “— Taxation of Non-U.S. Holders” or “— Foreign Account Tax Compliance Act” below);

​

•

U.S. expatriates;

​

•

persons who mark-to-market our Shares;

​

•

subchapter S corporations;

​

•

U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar;

​

•

regulated investment companies and REITs, and their investors;

​

•

trusts and estates (except to the extent discussed herein);

​

•

persons who receive our Shares through the exercise of employee stock options or otherwise as compensation;

​

•

persons holding our Shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

​

•

persons subject to special rules under Section 451(b) of the Code;

​

•

persons subject to the alternative minimum tax provisions of the Code;

​

•

persons holding our Shares through a partnership or similar pass-through entity; and

​

•

persons holding a 10% or more (by vote or value) beneficial interest in our Shares.

​

This summary assumes that stockholders hold our Shares as capital assets for U.S. federal income tax purposes, which generally means the Shares are held as property held for investment.

The statements in this section are not intended to be, and should not be construed as, tax advice. The statements in this section are based on the Code, current, temporary and proposed U.S. Department of Treasury regulations promulgated under the Code (the “Treasury Regulations”), the legislative history of the Code, current administrative interpretations and practices of the U.S. Internal Revenue Service (“IRS”), and court decisions. The reference to IRS interpretations and practices includes the IRS practices and policies endorsed in private letter rulings, which are not binding on the IRS except with respect to the taxpayer that receives the ruling. In each case, these sources are relied upon as they exist on the date of this prospectus. Future legislation, Treasury Regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law on which the information in this section is based. Any such change could apply retroactively. We have not received any rulings from the IRS concerning our intention to qualify as a REIT, but we have received a private letter ruling from the IRS that allows us to exclude our proportionate share of gross income from the Former Manager if we held our interest in the Former Manager through our Operating Partnership. Although we have received such a ruling, we (a) have terminated our management agreement with the Former Manager and have entered into a management agreement with RCM GA Manager LLC, an affiliate of Rithm and (b) continue to hold our interest in the Former Manager through GA-TRS LLC instead of through our Operating Partnership. Accordingly, even if there is no change in the applicable law, no assurance can be provided that the statements

23

TABLE OF CONTENTS

made in the following discussion, which do not bind the IRS or the courts, will not be challenged by the IRS or will be sustained by a court if so challenged.

WE URGE YOU TO CONSULT YOUR OWN TAX ADVISER REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND SALE OF OUR SHARES AND OF OUR ELECTION TO BE TAXED AS A REIT. SPECIFICALLY, YOU SHOULD CONSULT YOUR OWN TAX ADVISER REGARDING THE U.S. FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION, AND REGARDING POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

Taxation of Our Company

We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our short taxable year ended December 31, 2014. We believe that, commencing with our short taxable year ended December 31, 2014, we have been organized and have operated in such a manner as to qualify for taxation as a REIT under U.S. federal income tax laws. We intend to continue to operate in such a manner, but no assurances can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. This section discusses the laws governing the U.S. federal income tax treatment of a REIT and its stockholders. These laws are highly technical and complex.

In connection with this filing, Kramer Levin Naftalis & Frankel LLP will render an opinion that, commencing with our taxable year ended December 31, 2023, we were organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and our current and proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT for our taxable year ending December 31, 2024 and subsequent taxable years. Investors should be aware that the opinion of Kramer Levin Naftalis & Frankel LLP will be based upon customary assumptions, will be conditioned upon certain representations made by us as to factual matters, including representations regarding the nature of our assets and the conduct of our business, is not binding upon the IRS, or any court and speaks as of the date issued. The opinion of Kramer Levin Naftalis & Frankel LLP assumes, consistent with the conclusions of prior opinions of counsel received by the Company, that the Company was organized and has operated in conformity with the requirements for qualification and taxation as a REIT and that its actual method of operation enabled it to meet the requirements for qualification and taxation as a REIT under the Code, for its taxable year ended on December 31, 2014 through its taxable year ended on December 31, 2022. The opinion of Kramer Levin Naftalis & Frankel LLP will be based on existing U.S. federal income tax law governing qualification as a REIT, which is subject to change either prospectively or retroactively. Moreover, our qualification and taxation as a REIT depends upon our ability to meet on a continuing basis, through actual results, certain qualification tests set forth in the U.S. federal income tax laws. Those qualification tests involve the percentage of income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership, and the percentage of our earnings that we distribute. Kramer Levin Naftalis & Frankel LLP will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that the actual results of our operations for any particular taxable year will satisfy such requirements. Our ability to satisfy the REIT qualification tests will depend upon our analysis of the characterization and fair market values of our assets, some of which will not be susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis (which, based on the types of assets we will own, could fluctuate rapidly, significantly and unpredictably). In addition, we will be required to make estimates of or otherwise determine the value of real property that is collateral for our mortgage loan assets. There can be no assurance that the IRS would not challenge our valuations or valuation estimates of this collateral.

If we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our REIT taxable income that we currently distribute to our stockholders, but taxable income generated by any domestic TRS will be subject to regular U.S. federal corporate income tax. However, we will be subject to U.S. federal corporate income tax in the following circumstances:

•

We will pay U.S. federal income tax on our taxable income, including net capital gain, that we do not distribute to stockholders during, or within a specified time period after, the calendar year in which the income is earned.

​

24

TABLE OF CONTENTS

•

We will pay income tax at the highest corporate rate on:

​

•

net income from the sale or other disposition of property acquired through foreclosure, or foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, and

​

•

other non-qualifying income from foreclosure property.

​

•

We will pay a 100% tax on net income earned from sales or other dispositions of property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business.

​

•

If we fail to satisfy the 75% gross income test or the 95% gross income test, as described below under “— Gross Income Tests,” but nonetheless continue to qualify as a REIT because we meet other requirements, we will be subject to a 100% tax on:

​

•

the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, multiplied, in either case, by

​

•

a fraction intended to reflect our profitability.

​

•

If we fail to satisfy the asset tests (other than a de minimis failure of the 5% asset test, the 10% vote test or the 10% value test, as each is described below under “— Asset Tests”), the failure was due to reasonable cause and not to willful neglect, we dispose of the assets or otherwise comply with such asset tests within six months after the last day of the quarter in which we identify such failure, and we file a schedule with the IRS describing the assets that caused such failure, then we will pay a tax equal to the greater of  $50,000 or the product of the highest U.S. federal corporate income tax rate and the net income from the non-qualifying assets during the period in which we failed to satisfy such asset tests.

​

•

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and the failure was due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.

​

•

We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet recordkeeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “— Requirements for Qualification.”

​

•

If we fail to distribute during a calendar year at least the sum of: (i) 85% of our REIT ordinary income for the year, (ii) 95% of our REIT capital gain net income for the year and (iii) any undistributed taxable income from earlier periods, we will pay a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed, plus any retained amounts on which income tax has been paid at the corporate level.

​

•

We may elect to retain and pay income tax on our net long-term capital gain. In that case, a U.S. stockholder would be taxed on its proportionate share of our undistributed long-term capital gain (to the extent that we make a timely designation of such gain to the stockholder) and would receive a credit or refund for its proportionate share of the tax we paid.

​

•

We will be subject to a 100% excise tax on transactions between us and a TRS that are not conducted on an arm’s-length basis including in respect of “redetermined TRS service income.” Redetermined TRS service income generally represents gross income of a TRS that is understated and attributable to services provided to us or on our behalf.

​

•

The earnings of any TRS that we own or that we may form will be subject to U.S. federal corporate income tax.

​

•

If we acquire any asset from a C corporation, or a corporation that generally is subject to full U.S. federal corporate income tax, in a merger or other transaction in which we acquire a basis in the asset that is determined by reference either to the C corporation’s basis in the asset or to another asset, we will pay tax at the highest regular corporate rate applicable if we recognize gain on the sale or disposition of the asset during the 5-year period beginning the day after we acquire the asset. The amount of gain on which we will pay tax is the lesser of:

​

25

TABLE OF CONTENTS

•

the amount of gain that we recognize at the time of the sale or disposition, and

​

•

the amount of gain that we would have recognized if we had sold the asset at the time we acquired it, assuming that the C corporation will not elect, in lieu of this treatment, to be subject to an immediate tax when the asset is acquired.

​

•

If we derive “excess inclusion income” from an interest in certain mortgage loan securitization structures (i.e., from a taxable mortgage pool (“TMP”), or a residual interest in a real estate mortgage investment conduit (“REMIC”)), we could be subject to U.S. federal corporate income tax to the extent that such income is allocable to specified types of tax-exempt stockholders known as “disqualified organizations” that are not subject to unrelated business income tax. To the extent that we own a REMIC residual interest or a TMP through a TRS, we will not be subject to this tax directly, but all of the income from the investment will be subject to U.S. federal corporate income tax at the TRS level. See “— Taxable Mortgage Pools and Excess Inclusion Income” below.

​

In addition, notwithstanding our qualification as a REIT for U.S. federal income tax purposes, we may also have to pay certain state and local income taxes, because not all states and localities conform to the U.S. federal income tax treatment of REITs. Moreover, as further described below, any domestic TRS in which we may own an interest will be subject to U.S. federal (and to the extent applicable, state and local) corporate income tax on its taxable income. In addition, we may be subject to a variety of taxes other than U.S. federal corporate income tax, including state and local franchise, property and other taxes and non-U.S. taxes. We could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification

A REIT is a corporation, trust, or association that meets each of the following requirements:

1.

It is managed by one or more trustees or directors.

​

2.

Its beneficial ownership is evidenced by transferable shares or by transferable certificates of beneficial interest.

​

3.

It would be taxable as a domestic corporation, but for the REIT provisions of the U.S. federal income tax laws.

​

4.

It is neither a financial institution nor an insurance company subject to special provisions of the U.S. federal income tax laws.

​

5.

At least 100 persons are beneficial owners (determined without reference to any rules of attribution) of its shares or ownership certificates.

​

6.

Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals, which the U.S. federal income tax laws define to include certain entities, during the last half of any taxable year.

​

7.

It elects to be taxed as a REIT, or has made such election for a previous taxable year, and satisfies all relevant filing and other administrative requirements that must be met to elect and maintain REIT qualification.

​

8.

It meets certain other qualification tests, described below, regarding the nature of its income and assets and the distribution of its income.

​

9.

It uses the calendar year as its taxable year.

​

10.

It has no earnings and profits from any non-REIT taxable year at the close of any taxable year.

​

We must meet requirements 1 through 4 and 9 during our entire taxable year and must meet requirement 5 during at least 335 days of a taxable year of twelve months, or during a proportionate part of a taxable year of less than twelve months. Requirements 5 and 6 apply to us beginning with our 2015 taxable year. If we comply with all the requirements for ascertaining the ownership of our outstanding shares in a taxable year and have no reason to know that we violated requirement 6, we will be deemed to

26

TABLE OF CONTENTS

have satisfied requirement 6 for that taxable year. For purposes of determining share ownership under requirement 6, an “individual” generally includes a supplemental unemployment compensation benefits plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes. An “individual” generally does not include a trust that is a qualified employee pension or profit sharing trust under the U.S. federal income tax laws, however, and beneficiaries of such a trust will be treated as holding our shares in proportion to their actuarial interests in the trust for purposes of requirement 6.

We believe that we have issued shares with sufficient diversity of ownership to satisfy requirements 5 and 6. In addition, our charter restricts the ownership and transfer of our shares so that we should continue to satisfy these requirements. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy these share ownership requirements. If we fail to satisfy these share ownership requirements, our qualification as a REIT may terminate. The provisions of our charter restricting the ownership and transfer of the shares are described in “Restrictions on Ownership and Transfer.”

To monitor compliance with the share ownership requirements, we generally will be required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our shares pursuant to which the record holders must disclose the actual owners of the shares (i.e., the persons required to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. If you fail or refuse to comply with the demands, you will be required by Treasury Regulations to submit a statement with your tax return disclosing your actual ownership of our shares and other information. In addition, we must satisfy all relevant filing and other administrative requirements that must be met to elect and maintain REIT status. We intend to comply with these requirements.

Qualified REIT Subsidiaries

A corporation that is a “qualified REIT subsidiary” is not treated as a corporation separate from its parent REIT. All assets, liabilities, and items of income, deduction, and credit of a qualified REIT subsidiary are treated as assets, liabilities, and items of income, deduction, and credit of the REIT. A qualified REIT subsidiary is a corporation, other than a TRS, all of the shares of which is owned, directly or through one or more qualified REIT subsidiaries or disregarded entities, by the REIT. Thus, in applying the requirements described herein, any qualified REIT subsidiary that we own will be ignored, and all assets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as our assets, liabilities, and items of income, deduction, and credit.

Other Disregarded Entities and Partnerships

An unincorporated domestic entity, such as a limited liability company, that has a single owner generally is not treated as an entity separate from its parent for U.S. federal income tax purposes. An unincorporated domestic entity with two or more owners generally is treated as a partnership for U.S. federal income tax purposes. In the case of a REIT that is a partner in a partnership that has other partners, the REIT is treated as owning its proportionate share of the assets of the partnership and as earning its allocable share of the gross income of the partnership for purposes of the applicable REIT qualification tests. For purposes of the 10% value test (see “— Asset Tests”), our proportionate share is based on our proportionate interest in the equity interests and certain debt securities issued by the partnership. For all of the other asset and income tests, our proportionate share is based on our proportionate interest in the capital interests in the partnership. In the event that a disregarded subsidiary of ours ceases to be wholly-owned — for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of ours — the subsidiary’s separate existence would no longer be disregarded for U.S. federal income tax purposes. Instead, the subsidiary would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income requirements applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the total value or total voting power of the outstanding securities of another corporation. See “— Asset Tests” and “— Gross Income Tests.”

27

TABLE OF CONTENTS

Ownership of Subsidiary REITs

Our Operating Partnership currently owns an indirect majority interest in Great Ajax II REIT, Inc. and may own stock in one or more of our subsidiaries that will elect to be taxed as REITs, including Gaea Real Estate Corp., which we refer to collectively as “Subsidiary REITs.” We may use the Subsidiary REITs for various purposes, including to execute non-REMIC securitization transactions that are treated as TMPs, as described in “— Taxable Mortgage Pools and Excess Inclusion Income.”

Any Subsidiary REIT will be subject to the various REIT qualification requirements. We believe that Great Ajax II REIT, Inc. and any other Subsidiary REIT in which we may own an interest will be organized and will operate in a manner to permit it to qualify for taxation as a REIT for U.S. federal income tax purposes from and after the effective date of its REIT election. However, if any Subsidiary REIT were to fail to qualify as a REIT, then (i) the Subsidiary REIT would become subject to regular corporate income tax as described in “— Failure to Qualify,” and (ii) our ownership of shares of common stock in the Subsidiary REIT would not be a qualifying real estate asset for purposes of the 75% asset test and would become subject to the 5% asset test, the 10% vote test, and the 10% value test generally applicable to our ownership in corporations other than REITs, qualified REIT subsidiaries and TRSs. See “— Asset Tests.” If a Subsidiary REIT were to fail to qualify as a REIT, it is possible that we would not meet the 10% vote test, 10% value test and the 5% asset test with respect to our indirect interest in such entity, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions, as described in “— Asset Tests.”

Taxable REIT Subsidiaries

A REIT is permitted to own up to 100% of the stock of one or more TRSs. A TRS is a fully taxable corporation that may earn income that would not be qualifying income if earned directly by the parent REIT. The subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation with respect to which a TRS directly or indirectly owns more than 35% of the voting power or value of the outstanding securities will automatically be treated as a TRS. However, an entity will not qualify as a TRS if it directly or indirectly operates or manages a lodging or health care facility or, generally, provides to another person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated. We generally may not own more than 10%, as measured by voting power or value, of the securities of a corporation that is not a qualified REIT subsidiary or a REIT unless we and such corporation elect to treat such corporation as a TRS. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

The separate existence of a TRS or other taxable corporation, unlike a disregarded subsidiary as discussed above, is not ignored for U.S. federal income tax purposes. Accordingly, a domestic TRS would generally be subject to corporate income tax on its earnings, which may reduce the cash flow generated by us and our subsidiaries in the aggregate and our ability to make distributions to our stockholders.

A REIT is not treated as holding the assets of a TRS or other taxable subsidiary corporation or as receiving any income that the subsidiary earns. Rather, the stock issued by the subsidiary is an asset in the hands of the REIT, and the REIT generally recognizes as income the dividends, if any, that it receives from the subsidiary. This treatment can affect the gross income and asset test calculations that apply to the REIT, as described below.

Because a parent REIT does not include the assets and income of such subsidiary corporations in determining the parent REIT’s compliance with the REIT requirements, such entities may be used by the parent REIT to undertake indirectly activities that the REIT rules might otherwise preclude it from doing directly or through pass-through subsidiaries or render commercially unfeasible (for example, activities that give rise to certain categories of income such as non-qualifying hedging income or inventory sales).

Certain restrictions imposed on TRSs are intended to ensure that such entities will be subject to appropriate levels of U.S. federal income taxation. If amounts are paid to a REIT or deducted by a TRS due to transactions between a REIT, its tenants and/or a TRS, that exceed the amount that would be paid to or deducted by a party in an arm’s-length transaction, the REIT generally will be subject to an excise tax equal to 100% of such excess. Similarly, if amounts are paid to a TRS for services provided to or on behalf of its parent REIT and such amounts are less than the amount that would be paid to a party in an

28

TABLE OF CONTENTS

arm’s-length transaction, the REIT generally will be subject to an excise tax equal to 100% of such deficiency. We intend that all of our transactions with GA-TRS LLC, GAJX Real Estate Corp. and any other TRS that we own or may form will be conducted on an arm’s-length basis, but there can be no assurance that we will be successful in this regard.

We have elected to treat certain of our subsidiaries, including GA-TRS LLC and GAJX Real Estate Corp as TRSs and we may form or invest in additional domestic or foreign TRSs in the future. We may use a TRS, including GAJX Real Estate Corp., to market and sell distressed residential mortgage loans and property acquired upon foreclosure of those loans, and may modify loans through a TRS. We intend to market and sell residential mortgage loans and the related foreclosed property through a TRS when the sale of those assets directly by us or our Operating Partnership may be subject to the 100% prohibited transactions tax. See “— Gross Income Tests — Prohibited Transactions.” We anticipate that our marketing and sales of residential loans and the related foreclosed property will generally be conducted through a TRS.

It is possible that such TRS will be treated as a dealer for U.S. federal income tax purposes. In that case, such TRS will generally mark all the loans it holds on the last day of each taxable year, if any, to their market value, and will recognize ordinary income or loss on such loans with respect to such taxable year as if they had been sold for that value on that day. If we significantly modify mortgage loans in a TRS and determine that such TRS qualifies as a trader, but not a dealer, for tax purposes, such TRS may elect to be subject to similar “mark-to-market” rules that apply to electing traders.

A TRS may also provide services with respect to our properties to the extent we determine that having a TRS provide those services will assist us in complying with the gross income tests applicable to REITs. See “— Gross Income Tests — Rents From Real Property.”

Under legislation commonly known as the “Tax Cuts and Jobs Act,” for taxable years beginning after December 31, 2017, the deduction of net interest expense is limited for all businesses; provided that certain businesses, including real estate businesses, may elect not to be subject to such limitations and instead to depreciate their real property related assets over longer depreciable lives. To the extent that our TRSs or any other TRS we form has interest expense that exceeds its interest income, the net interest expense limitation could potentially apply to such TRS.

To the extent that our TRSs or any other TRS that we may form pays any taxes, they will have less cash available for distribution to us. If dividends are paid by domestic TRSs to us, then the dividends we designate and pay to our stockholders who are taxed at individual rates, up to the amount of dividends that we receive from such entities, generally will be eligible to be taxed at the reduced 20% maximum U.S. federal rate applicable to qualified dividend income. See “— Taxation of U.S. Holders — Taxation of Taxable U.S. Holders on Distributions on Shares.”

Gross Income Tests

We must satisfy two gross income tests annually to qualify and maintain our qualification as a REIT. First, at least 75% of our gross income for each taxable year must consist of defined types of qualifying income that generally includes:

•

rents from real property;

​

•

interest on debt secured by a mortgage on real property or on interests in real property, and interest on debt secured by mortgages on both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property;

​

•

dividends or other distributions on, and gain from the sale of, shares in other REITs;

​

•

gain from the sale of real property or mortgage loans;

​

•

income and gain derived from foreclosure property (as described below);

​

•

income derived from a REMIC in proportion to the real estate assets held by the REMIC, unless at least 95% of the REMIC’s assets are real estate assets, in which case all of the income derived from the REMIC; and

​

29

TABLE OF CONTENTS

•

income derived from the temporary investment of new capital that is attributable to the issuance of our shares or a public offering of our debt with a maturity date of at least five years and that we receive during the one-year period beginning on the date on which we received such new capital.

​

Second, in general, at least 95% of our gross income for each taxable year must consist of income that meets the requirements of the 75% gross income test (except for income derived from the temporary investment of new capital), other types of interest and dividends, and gain from the sale or disposition of stock or securities.

Certain types of income do not qualify for either gross income test, while others are excluded from both the numerator and the denominator in one or both of the gross income tests. For example, gross income from the sale of property held primarily for sale to customers in the ordinary course of business, income and gain from “hedging transactions,” as defined in “— Hedging Transactions,” and gross income attributable to cancellation of indebtedness, or “COD,” income, will be excluded from both the numerator and the denominator for purposes of both the 75% and 95% gross income tests. In addition, certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. See “— Foreign Currency Gain.” For purposes of the 75% and 95% gross income tests, we are treated as receiving our proportionate share of our Operating Partnership’s gross income. We will monitor the amount of our non-qualifying income and will seek to manage our investment portfolio to comply at all times with the gross income tests. The following paragraphs discuss the specific application of the gross income tests to us.

Dividends

Our share of any dividends received from any corporation (including dividends from our TRSs and any other TRS that we may form, but excluding any REIT) in which we own an equity interest will qualify for purposes of the 95% gross income test but not for purposes of the 75% gross income test. Our share of any dividends received from any other REIT in which we own an equity interest, if any, will be qualifying income for purposes of both gross income tests.

Interest

The term “interest,” as defined for purposes of both gross income tests, generally excludes any amount that is based in whole or in part on the income or profits of any person. However, interest generally includes the following:

•

an amount that is based on a fixed percentage or percentages of receipts or sales; and

​

•

an amount that is based on the income or profits of an obligor, as long as the obligor derives substantially all of its income from leasing substantially all of its interest in real property securing the debt, and only to the extent that the amounts received by the obligor would be qualifying “rents from real property” if received directly by a REIT.

​

If a loan contains a provision that entitles a REIT to a percentage of the borrower’s gain upon the sale of the real property securing the loan or a percentage of the appreciation in the property’s value as of a specific date, income attributable to that loan provision will be treated as gain from the sale of the property securing the loan, which generally is qualifying income for purposes of both gross income tests, provided that the property is not inventory or dealer property in the hands of the borrower or the REIT.

Interest on debt secured by a mortgage on real property or on interests in real property, including, for this purpose, market discount, original issue discount, discount points, prepayment penalties, loan assumption fees, and late payment charges that are not compensation for services, generally is qualifying income for purposes of the 75% gross income test. However, if the loan is secured by real property and other property and the highest principal amount of a loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as of (i) the date the REIT agreed to originate or acquire the loan or (ii) as discussed below, in the event of a “significant modification,” the date we modified the loan, a portion of the interest income from such loan will not be qualifying income for purposes of the 75% gross income test, but will be qualifying income for purposes of the 95% gross income test. The portion of the interest income that will not be qualifying income for purposes of the 75% gross income test will equal the portion of

30

TABLE OF CONTENTS

the principal amount of the loan that is not secured by real property — that is, the amount by which the loan balance exceeds the applicable value of the real estate that secures the loan.

In Revenue Procedure 2014-51, the IRS interpreted the “principal amount” of the loan for purposes of that test to be the face amount of the loan, despite the Code’s requirement that taxpayers treat any market discount (discussed below) as interest rather than principal.

We historically have generally acquired re-performing and non-performing mortgage loans secured by a first lien on real property for substantially less than their face amount. In the future, our target assets are expected to include debt instruments secured by mortgages on commercial real estate, small balance commercial loans, mezzanine loans secured by pledges of equity interests in entities that own commercial real estate or other forms of subordinated debt in connection with commercial real estate. We believe that all of the mortgage loans that we have acquired are, and we intend that all loans that we acquire in the future will be or, with respect to mezzanine loans, will be treated as, secured only by real property and no other property value is or will be taken into account in our underwriting and pricing. Accordingly, we believe that the interest apportionment rules and Revenue Procedure 2014-51 (to the extent it addresses interest apportionment) will not apply to our mortgage loans. Nevertheless, if the IRS were to assert successfully that our mortgage loans were secured by other property, then depending upon the value of the real property securing our mortgage loans and their face amount, and the sources of our gross income generally, we may not be able to satisfy the 75% income test. The IRS has issued Revenue Procedure 2003-65, which provides a safe harbor applicable to mezzanine loans. Under the Revenue Procedure, if a mezzanine loan meets each of the requirements contained in the Revenue Procedure, (1) the mezzanine loan will be treated by the IRS as a real estate asset for purposes of the asset tests, and (2) interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the 75% gross income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. We intend to structure any investments in mezzanine loans in a manner that complies with the various requirements applicable to our qualification as a REIT. To the extent that any of our mezzanine loans do not meet all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, however, there can be no assurance that the IRS will not challenge the tax treatment of these loans.

Under the Code, if the terms of a loan are modified in a manner constituting a “significant modification,” such modification triggers a deemed exchange of the original loan for the modified loan. IRS Revenue Procedure 2014-51 provides a safe harbor pursuant to which we will not be required to redetermine the fair market value of the real property securing a loan for purposes of the gross income and asset tests in connection with a loan modification that is: (i) occasioned by a borrower default; or (ii) made at a time when we reasonably believe that the modification to the loan will substantially reduce a significant risk of default on the original loan. If we modify our mortgage loans in the future, no assurance can be provided that all of our loan modifications will qualify for the safe harbor in Revenue Procedure 2014-51. To the extent we significantly modify a mortgage loan in a manner that does not qualify for that safe harbor, we will be required to redetermine the value of the real property securing the loan at the time it was significantly modified. If the fair market value of the real property securing a loan has decreased, a portion of the interest income from the loan may not be qualifying income for the 75% gross income test and a portion of the value of the loan would not be a qualifying asset for purposes of the 75% asset test described below.

Hedging Transactions

From time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase these items, and futures and forward contracts. Except to the extent provided by Treasury Regulations, income and gain from “hedging transactions” will be excluded from gross income for purposes of both the 75% and 95% gross income tests. A “hedging transaction” includes any transaction entered into in the normal course of our trade or business primarily to manage the risk of interest rate changes, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, as well as a liability hedge. A “hedging transaction” also includes any transaction entered into primarily to manage risk of currency fluctuations with

31

TABLE OF CONTENTS

respect to any item of income or gain that is qualifying income for purposes of the 75% or 95% gross income test (or any property which generates such income or gain). To the extent we enter into transactions to mitigate the risk of hedging transactions where the hedged asset has been extinguished or disposed of, such transaction may also constitute a “hedging transaction.” We are required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and satisfy other identification requirements. To the extent that we hedge for other purposes, or to the extent that a portion of the hedged assets are not treated as “real estate assets” ​(as described below under “— Asset Tests”) or we enter into derivative transactions that are not liability hedges or we fail to satisfy the identification requirements with respect to a hedging transaction, the income from those transactions will likely be treated as non-qualifying income for purposes of both gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT, but we cannot assure you that we will be able to do so. We may conduct some or all of our hedging activities through a TRS or other corporate entity, the income from which may be subject to U.S. federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries.

Fee Income

We may earn income from fees in certain circumstances. Fee income generally will be qualifying income for purposes of both the 75% and 95% gross income tests if it is received in consideration for entering into an agreement to make a loan secured by real property and the fees are not determined by income and profits. Other fees, including certain amounts received in connection with mortgage servicing rights, generally are not qualifying income for purposes of either gross income test. Any fees earned by a TRS, like other income earned by a TRS, will not be included in the REIT’s gross income for purposes of the gross income tests.

Foreign Currency Gain

Certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. “Real estate foreign exchange gain” will be excluded from gross income for purposes of the 75% and 95% gross income tests. Real estate foreign exchange gain generally includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 75% gross income test, foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations secured by mortgages on real property or on interest in real property and certain foreign currency gain attributable to certain “qualified business units” of a REIT. “Passive foreign exchange gain” will be excluded from gross income for purposes of the 95% gross income test. Passive foreign exchange gain generally includes real estate foreign exchange gain as described above, and also includes foreign currency gain attributable to any item of income or gain that is qualifying income for purposes of the 95% gross income test and foreign currency gain attributable to the acquisition or ownership of (or becoming or being the obligor under) obligations. These exclusions for real estate foreign exchange gain and passive foreign exchange gain do not apply to foreign currency gain derived from dealing, or engaging in substantial and regular trading, in securities. Such gain is treated as non-qualifying income for purposes of both the 75% and 95% gross income tests.

Rents from Real Property

We acquired interests in real property as part of our initial portfolio and may acquire additional real property or an interest therein in the future. Rents we receive from our interests in real property will qualify as “rents from real property” in satisfying the 75% and 95% gross income requirements for a REIT described above only if the following conditions are met:

•

First, the amount of rent must not be based in whole or in part on the income or profits of any person. An amount received or accrued that is based on fixed percentages of receipts or sales generally will not be excluded from rents from real property.

​

•

Second, rents we receive from a “related party tenant” will not qualify as rents from real property in satisfying the gross income tests unless the tenant is a TRS, at least 90% of the property is leased to unrelated tenants, the rent paid by the TRS is substantially comparable to the rent paid by the unrelated tenants for comparable space and the rent is not attributable to an increase in rent due to a modification of a lease with a “controlled TRS” ​(i.e., a TRS in which we own directly or indirectly

​

32

TABLE OF CONTENTS

more than 50% of the voting power or value of the stock). A tenant is a related party tenant if the REIT, or an actual or constructive owner of 10% or more of the REIT, actually or constructively owns 10% or more of the tenant.

•

Third, if rent attributable to personal property, leased in connection with a lease of real property, is greater than 15% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as rents from real property.

​

•

Fourth, we generally must not operate or manage our real property or furnish or render services to our tenants, other than through an “independent contractor” who is adequately compensated and from whom we do not derive revenue. We may, however, provide services directly to tenants if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, we may provide a minimal amount of  “non-customary” services to the tenants of a property, other than through an independent contractor, as long as our income from the services does not exceed 1% of our income from the related property. Furthermore, we may own up to 100% of the stock of a TRS, which may provide customary and non-customary services to tenants without tainting our rental income from the related properties.

​

If a portion of the rent that we receive from a property does not qualify as “rents from real property” because the rent attributable to personal property exceeds 15% of the total rent for a taxable year, the portion of the rent that is attributable to personal property will not be qualifying income for purposes of either the 75% or 95% gross income test. If such rent attributable to personal property, plus any other income that is non-qualifying income for purposes of the 95% gross income test, during a taxable year exceeds 5% of our gross income during the year, we would lose our REIT qualification.

Our Operating Partnership and/or its subsidiaries will generally lease our residential real estate owned (“REO”) properties to tenants that are individuals. Our residential REO property leases will typically have a term of at least one year and require the tenant to pay fixed rent. We may also lease portions of our mixed-use properties, if any, to tenants that are entities. We intend to structure any such leases so that the rent will qualify as “rents from real property,” and do not intend to own more than 10% of any tenant of a mixed-use property. We do not anticipate leasing significant amounts of personal property pursuant to any of our leases. Moreover, we do not intend to perform any services other than customary ones for our tenants, unless such services are provided through independent contractors or a TRS. Accordingly, we believe that our leases generally produce rent that qualifies as “rents from real property” for purposes of the 75% and 95% gross income tests.

In addition to rent, tenants may be required to pay certain additional charges. Additional charges that are reimbursements of amounts that we are obligated to pay to third parties, or penalties for nonpayment or late payment of such amounts, generally will qualify as “rents from real property.” Late charges that do not qualify as “rents from real property” may be treated as interest that qualifies for the 95% gross income test.

Prohibited Transactions

A REIT will incur a 100% tax on the net income (including foreign currency gain) derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. Any such income will be excluded from the application of the 75% and 95% gross income tests. Whether a REIT holds an asset “primarily for sale to customers in the ordinary course of a trade or business” depends on the facts and circumstances in effect from time to time, including those related to a particular asset. We believe that none of our assets will be held primarily for sale to customers and that a sale of any of our assets will not be in the ordinary course of our business. No assurance, however, can be given that the IRS will not successfully assert a contrary position, in which case we would be subject to the prohibited transaction tax on the sale of those assets. To avoid the 100% prohibited transaction tax on the sale of dealer property by a REIT, we intend to dispose of any asset that may be treated as held “primarily for sale to customers in the ordinary course of a trade or business” by contributing or selling the asset to a TRS prior to marketing the asset for sale.

33

TABLE OF CONTENTS

Foreclosure Property

We will be subject to tax at the maximum corporate rate on any income (including foreign currency gain) from foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test, less expenses directly connected with the production of that income. Gross income from foreclosure property will qualify, however, under the 75% and 95% gross income tests. Foreclosure property is any real property, including interests in real property, and any personal property incident to such real property:

•

that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease by the REIT of such property or on indebtedness held by the REIT that such property secured;

​

•

for which the related loan or lease was acquired by the REIT at a time when the default was not imminent or anticipated; and

​

•

for which the REIT makes a proper election to treat the property as foreclosure property.

​

A REIT will not be considered, however, to have foreclosed on a property where the REIT takes control of the property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the mortgagor. Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is granted by the Secretary of the U.S. Treasury. This grace period terminates and foreclosure property ceases to be foreclosure property on the first day:

•

on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property), or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property);

​

•

on which any construction takes place on the property, other than completion of a building or any other improvement where more than 10% of the construction was completed before default became imminent; or

​

•

which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business that is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

​

To the extent we foreclose or enter into a deed-in-lieu arrangement on any distressed mortgage loan that we acquire, we may not be able to make a foreclosure property election with respect to such property because we may be treated as having acquired the loan at a time when default on such loan was imminent or anticipated. If we anticipate selling a property shortly after foreclosure or deed-in-lieu of foreclosure, we expect that we will contribute or sell the property to a TRS, which will market and sell the property. See “— Taxable REIT Subsidiaries” and “— Gross Income Tests — Prohibited Transactions.”

Failure to Satisfy Gross Income Tests

Prior to making any investment, we intend to analyze the REIT classification of income such investment generates and, if necessary, structure our investment through a TRS or other corporate entity, the income from which may be subject to U.S. federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries. If we nonetheless fail to satisfy one or both of the gross income tests for any taxable year, we nevertheless may qualify as a REIT for that year if we are entitled to qualify for relief under certain provisions of the U.S. federal income tax laws. Those relief provisions generally will be available if:

•

our failure to meet those tests is due to reasonable cause and not to willful neglect; and

​

•

following such failure for any taxable year, a schedule of the sources of our income is filed with the IRS in accordance with regulations prescribed by the Secretary of the U.S. Treasury.

​

34

TABLE OF CONTENTS

We cannot with certainty predict whether any failure to meet these tests will qualify for the relief provisions. If these relief provisions are inapplicable to a particular set of circumstances involving us, we will not qualify as a REIT. As discussed above in “— Taxation of Our Company,” even if the relief provisions apply, we would incur a 100% tax on the gross income attributable to the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, multiplied, in either case, by a fraction intended to reflect our profitability.

Asset Tests

To qualify as a REIT, we also must satisfy the following asset tests at the end of each quarter of each taxable year.

First, at least 75% of the value of our total assets must consist of (the “75% asset test”):

•

cash or cash items, including certain receivables and investments in money market funds;

​

•

government securities;

​

•

interests in real property, including leaseholds and options to acquire real property and leaseholds, personal property to the extent such personal property is leased in connection with real property and rents attributable to such personal property are treated as “rents from real property” as a result of such rents not exceeding 15% of the total rent attributable to personal property and real property under such lease;

​

•

interests in mortgage loans secured by real property or by interests in real property, including mortgage loans secured by both real property and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property;

​

•

stock in other REITs;

​

•

investments in stock or debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt with at least a five-year term;

​

•

regular or residual interests in a REMIC. However, if less than 95% of the assets of a REMIC consist of assets that are qualifying real estate-related assets, determined as if we held such assets, we will be treated as holding directly our proportionate share of the assets of such REMIC; and

​

•

debt instruments of “publicly offered REITs”.

​

Second, of our investments not included in the 75% asset class, the value of our interest in any one issuer’s securities (other than any TRS we may own) may not exceed 5% of the value of our total assets (the “5% asset test”).

Third, of our investments not included in the 75% asset class, we may not own more than 10% of the total voting power or 10% of the total value of any one issuer’s outstanding securities.

Fourth, no more than 20% of the value of our total assets may consist of the securities of one or more TRSs.

Fifth, no more than 25% of the value of our total assets may be represented by securities, other than those in the 75% asset test (the “25% securities test”).

Sixth, not more than 25% of the value of our total assets may be represented by debt instruments of “publicly offered REITs” that are not secured by real property or interests in real property.

For purposes of these asset tests, we are treated as holding our proportionate share of our Operating Partnership’s assets. For purposes of the 5% asset test, the 10% vote test and the 10% value test, the term “securities” does not include stock in another REIT, equity or debt securities of a qualified REIT subsidiary or TRS, mortgage loans or mortgage-backed securities (“MBS”) that constitute real estate assets, or equity interests in a partnership. For purposes of the 10% value test, the term “securities” does not include:

•

“straight debt” securities, which is defined as a written unconditional promise to pay on demand or on a specified date a sum certain in money if (i) the debt is not convertible, directly or indirectly, into

​

35

TABLE OF CONTENTS

stock, and (ii) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or similar factors. “Straight debt” securities do not include any securities issued by a partnership or a corporation in which we or any “controlled TRS” hold non-“straight” debt securities that have an aggregate value of more than 1% of the issuer’s outstanding securities. However, “straight debt” securities include debt subject to the following contingencies:

•

a contingency relating to the time of payment of interest or principal, as long as either (i) there is no change to the effective yield of the debt obligation, other than a change to the annual yield that does not exceed the greater of 0.25% or 5% of the annual yield, or (ii) neither the aggregate issue price nor the aggregate face amount of the issuer’s debt obligations held by us exceeds $1 million and no more than twelve months of unaccrued interest on the debt obligations can be required to be prepaid;

​

•

a contingency relating to the time or amount of payment upon a default or prepayment of a debt obligation, as long as the contingency is consistent with customary commercial practice;

​

•

any loan to an individual or an estate;

​

•

any “section 467 rental agreement,” other than an agreement with a related party tenant;

​

•

any obligation to pay “rents from real property;”

​

•

certain securities issued by governmental entities that are not dependent in whole or in part on the profits of  (or payments made by) a non-governmental entity;

​

•

any security (including debt securities) issued by another REIT;

​

•

any debt instrument of an entity treated as a partnership for U.S. federal income tax purposes in which we are a partner to the extent of our proportionate interest in the equity and certain debt securities issued by that partnership; or

​

•

any debt instrument of an entity treated as a partnership for U.S. federal income tax purposes not described in the preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in “— Gross Income Tests.”

​

For purposes of the 10% value test, our proportionate share of the assets of a partnership is our proportionate interest in any securities issued by the partnership, without regard to the securities described in the last two bullet points above.

As discussed above under “— Gross Income Tests,” we have acquired re-performing and non-performing mortgage loans for substantially less than their face amount. Although the law is not entirely clear, if a mortgage loan is secured by real property and other property and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as of (i) the date we agreed to acquire or originate the mortgage loan or (ii) in the event of a significant modification, the date we modified the loan, then a portion of the mortgage loan will likely be a non-qualifying asset for purposes of the 75% asset test. Revenue Procedure 2014-51 provides a safe harbor under which the IRS has stated that it will not challenge a REIT’s treatment of a mortgage loan as being, in part, a qualifying real estate asset in an amount equal to the lesser of (i) the fair market value of the mortgage loan on the date of the relevant quarterly REIT asset testing date or (ii) the greater of (x) the fair market value of the real property securing the loan on the date of the relevant quarterly REIT asset testing date or (y) the fair market value of the real property securing the loan determined as of the date the REIT committed to acquire the loan. Under the safe harbor, when the current value of a mortgage loan exceeds both the current fair market value of the real property that secures the loan and such fair market value determined as of the date we committed to acquire or originate the loan, a portion of the mortgage loan will be treated as a nonqualifying asset. We do not anticipate that the value of our distressed mortgage loans will exceed the current value of the real property securing the loans.

We may in the future enter into repurchase agreements under which we nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase the sold assets in exchange for a purchase price that reflects a financing charge. Based on positions the IRS has taken in analogous

36

TABLE OF CONTENTS

situations, we believe that these transactions would be treated as secured debt and that we would be treated for REIT asset and income test purposes as the owner of the assets that would be the subject of such agreements notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own our assets subject to sale and repurchase agreements during the term of such agreements, in which case we could fail to qualify as a REIT.

Derivative instruments generally are not qualifying assets for purposes of the 75% asset test. Thus, interest rate swaps, futures contracts, and other similar instruments that are used in “hedging transactions” as defined in “— Hedging Transactions,” are non-qualifying assets for purposes of the 75% asset test.

We may invest opportunistically in other types of mortgage-related assets. While we intend to do so in a manner that will enable us to satisfy each of the asset tests described above, we cannot assure that we will be able to do so.

We expect to pursue a flexible real estate investment strategy. Our target assets are currently expected to be in the commercial real estate sector, including commercial real estate, as well as preferred equity or debt instruments secured by mortgages on these types of properties, small balance commercial loans, mezzanine loans secured by pledges of equity interests in entities that own these types of properties or other forms of subordinated debt in connection with these types of properties, as well as commercial mortgage servicing rights and operating businesses in the sector. We believe that the assets that we may hold will satisfy the foregoing asset test requirements when viewed in the aggregate, even if one or more of such assets, when considered individually, would not qualify as a good asset for purposes of the asset tests applicable to REITs. Prior to investing in any asset, we intend to analyze the REIT classification of such asset and, if necessary, structure our investment through a TRS or other corporate entity, the income from which may be subject to U.S. federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries. We will monitor the status of our assets and our future acquisition of assets and we will seek to manage our portfolio to comply at all times with such tests. However, no assurance can be given that we will be successful in this effort or that the IRS will not disagree with these determinations and assert that a different value is applicable. No independent appraisals will be obtained to support our estimates of and conclusions as to the value of our assets and securities, or in many cases, the real estate collateral for the mortgage loans that support our assets. Moreover, the values of some assets may not be susceptible to a precise determination. Furthermore, the proper classification of an instrument as debt or equity for U.S. federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests. As a result, no assurance can be given that the IRS will not contend that our ownership of securities and other assets violates one or more of the asset tests applicable to REITs.

If we fail to satisfy the asset tests at the end of a calendar quarter, we will not lose our REIT qualification so long as:

•

we satisfied the asset tests at the end of the preceding calendar quarter; and

​

•

the discrepancy between the value of our assets and the asset test requirements arose from changes in the market values of our assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

​

If we do not satisfy the condition described in the second item, above, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose.

If we violate the 5% asset test, the 10% vote test or the 10% value test described above at the end of any calendar quarter, we will not lose our REIT qualification if (i) the failure is de minimis (up to the lesser of 1% of the total value of our assets or $10 million) and (ii) we dispose of assets or otherwise comply with the asset tests within six months after the last day of the quarter in which we identified such failure. In the event of a more than de minimis failure of any of the asset tests, as long as the failure was due to reasonable cause and not to willful neglect, we will not lose our REIT qualification if we (i) dispose of assets or otherwise comply with the asset tests within six months after the last day of the quarter in which we identified such failure, (ii) file a schedule with the IRS describing the assets that caused such failure in accordance

37

TABLE OF CONTENTS

with regulations promulgated by the Secretary of the U.S. Treasury and (iii) pay a tax equal to the greater of $50,000 or the product of the highest U.S. federal corporate tax rate and the net income from the non-qualifying assets during the period in which we failed to satisfy the asset tests. If these relief provisions are inapplicable to a particular set of circumstances involving us, we will fail to qualify as a REIT.

Distribution Requirements

Each taxable year, we must distribute dividends, other than capital gain dividends and deemed distributions of retained capital gain, to our stockholders in an aggregate amount at least equal to:

•

the sum of:

​

•

90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net capital gain, and

​

•

90% of our after-tax net income, if any, from foreclosure property,

​

•

minus the sum of certain items of non-cash income.

​

We must make such distributions in the taxable year to which they relate, or in the following taxable year if either (i) we declare the distribution before we timely file our U.S. federal income tax return for the year and pay the distribution on or before the first regular dividend payment date after such declaration or (ii) we declare the distribution in October, November or December of the taxable year, payable to stockholders of record on a specified day in any such month, and we actually pay the dividend before the end of January of the following year. The distributions under clause (i) are taxable to the stockholders in the year in which paid, and the distributions in clause (ii) are treated as paid on December 31 of the prior taxable year. In both instances, these distributions relate to our prior taxable year for purposes of the 90% distribution requirement.

We will pay U.S. federal income tax on taxable income, including net capital gain, that we do not distribute to stockholders. Furthermore, if we fail to distribute during a calendar year, or by the end of January following the calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of:

•

85% of our REIT ordinary income for such year,

​

•

95% of our REIT capital gain income for such year, and

​

•

any undistributed taxable income from prior periods, we will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually distribute.

​

We may elect to retain and pay income tax on the net long term capital gain we recognize in a taxable year. See “— Taxation of U.S. Holders — Taxation of Taxable U.S. Holders on Distributions on Shares.” If we so elect, we will be treated as having distributed any such retained amount for purposes of the REIT distribution requirements and the 4% nondeductible excise tax described above.

We intend to make timely distributions in the future sufficient to satisfy the annual distribution requirements and to avoid corporate income tax and the 4% nondeductible excise tax.

It is possible that, from time to time, we may experience timing differences between the actual receipt of cash, including distributions from our subsidiaries, and actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving at our REIT taxable income. Possible examples of those timing differences include the following:

•

If we sell property at a loss to a related party, including a TRS, such loss may be suspended until the TRS disposes of the property to an unrelated buyer.

​

•

Because we may deduct capital losses only to the extent of our capital gains, we may have taxable income that exceeds our economic income.

​

•

We will recognize taxable income in advance of the related cash flow with respect to our investments that are deemed to have original issue discount. We generally must accrue original issue discount

​

38

TABLE OF CONTENTS

based on a constant yield method that takes into account projected prepayments but that defers taking into account credit losses until they are actually incurred.

•

If we acquire distressed mortgage loans and significantly modify those loans, we would recognize gain, without the receipt of any cash, on the resulting deemed exchange equal to the difference between the adjusted issue price of the modified loan (which will generally be the face amount of the modified loan) and our adjusted tax basis in the original loan. Because we often acquire distressed mortgage loans at a significant discount, our adjusted tax basis in such loans typically will be significantly lower than the adjusted issue price of the modified loan, which would result in our recognizing “phantom” income if we significantly modify the loan. We generally significantly modify our distressed mortgage loans only on an opportunistic or selective basis.

​

•

We expect to foreclose on a portion of our non-performing mortgage loans, and we may engage in foreclosures or other transactions that result in the conversion of such loans to real property. Such transactions could also give rise to taxable income without a corresponding receipt of cash.

​

•

We may acquire investments that are treated as having “market discount” for U.S. federal income tax purposes, because the investments are debt instruments that we acquire for an amount less than their principal amount. We do not intend to elect to recognize market discount currently. Under the market discount rules, we may be required to treat portions of gains on sale of market discount bonds as ordinary income and may be required to include some amounts of principal payments received on market discount bonds as ordinary income.

​

Although several types of non-cash income are excluded in determining the annual distribution requirement, we will incur corporate income tax and/or the 4% nondeductible excise tax with respect to those non-cash income items if we do not distribute those items on a current basis. As a result of the foregoing, we may have less cash than is necessary to distribute all of our taxable income and thereby avoid corporate income tax and the excise tax imposed on certain undistributed income. In such a situation, we may need to borrow funds, sell assets or make taxable distributions of our shares (discussed below) or debt securities.

We may satisfy the 90% distribution test with taxable distributions of our shares or debt securities. The IRS has issued a revenue procedure authorizing publicly offered REITs to treat certain distributions that are paid partly in cash and partly in shares as dividends that would satisfy the REIT annual distribution requirement and qualify for the dividends paid deduction for U.S. federal income tax purposes.

Under certain circumstances, we may be able to correct a failure to meet the distribution requirement for a year by paying “deficiency dividends” to our stockholders in a later year. Although we may be able to avoid income tax on amounts distributed as deficiency dividends, we will be required to pay interest and may be required to pay a penalty to the IRS.

Recordkeeping Requirements

We must maintain certain records in order to qualify as a REIT. In addition, to avoid a monetary penalty, we must request, on an annual basis, information from our stockholders designed to disclose the actual ownership of our outstanding shares. We intend to comply with these requirements.

Failure to Qualify

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of  $50,000 for each such failure. In addition, there are relief provisions for a failure of the gross income tests and asset tests, as described in “— Gross Income Tests” and “— Asset Tests.”

If we fail to qualify as a REIT in any taxable year, and no relief provision applies, we would be subject to U.S. federal income tax on our taxable income at regular corporate rates, without any deduction for amounts distributed to stockholders. In addition, we would not be required to distribute any amounts to stockholders in that year. In such event, distributions to stockholders would be taxable as ordinary income to the extent of our current or accumulated earnings and profits as described in “— Taxation of U.S. Holders — Taxation of Taxable U.S. Holders on Distributions on Shares” below.

39

TABLE OF CONTENTS

Subject to certain limitations of the U.S. federal income tax laws, corporate stockholders may be eligible for the dividends received deduction and stockholders taxed at individual rates may be eligible for the reduced U.S. federal income tax rate of 20% on such dividends. Unless we qualified for relief under specific statutory provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. We cannot predict whether in all circumstances we would qualify for such statutory relief.

Taxable Mortgage Pools and Excess Inclusion Income

An entity, or a portion of an entity, may be classified as a TMP if (i) substantially all of its assets consist of debt obligations or interests in debt obligations, (ii) more than 50% of those debt obligations are real estate mortgages or interests in real estate mortgages as of specified testing dates, (iii) the entity has issued debt obligations (liabilities) that have two or more maturities, and (iv) the payments required to be made by the entity on its debt obligations (liabilities) “bear a relationship” to the payments to be received by the entity on the debt obligations that it holds as assets. Under Treasury Regulations, if less than 80% of the assets of an entity (or a portion of an entity) consist of debt obligations, these debt obligations are considered not to comprise “substantially all” of its assets, and therefore the entity would not be treated as a TMP. Our future financing and securitization arrangements may give rise to TMPs, with the consequences described below.

Where an entity, or a portion of an entity, is classified as a TMP, it is generally treated as a taxable corporation for U.S. federal income tax purposes. In the case of a REIT, or a portion of a REIT, or a disregarded subsidiary of a REIT, that is a TMP, however, special rules apply. We may enter into transactions that could result in us or a portion of our assets being treated as a TMP for U.S. federal income tax purposes. Specifically, we may securitize our assets and such securitizations may result in us owning interests in a TMP. If we do not own 100% of the equity in our Operating Partnership, we would be precluded from holding equity interests in such a securitization through our Operating Partnership. Accordingly, we would likely enter into such transactions through a Subsidiary REIT owned by our Operating Partnership and will be precluded from selling to outside investors equity interests in such securitizations or from selling any debt securities issued in connection with such securitizations that might be considered to be equity interests for U.S. federal income tax purposes.

If a REIT owns, directly or indirectly through one or more qualified REIT subsidiaries or other entities that are disregarded as a separate entity for U.S. federal income tax purposes, 100% of the equity interests in the TMP, the TMP will be a qualified REIT subsidiary and, therefore, ignored as an entity separate from the REIT for U.S. federal income tax purposes and would not generally affect the tax qualification of the REIT. Rather, the consequences of the TMP classification would generally, except as described below, be limited to the REIT’s stockholders.

The U.S. Treasury has not yet issued regulations to govern the treatment of stockholders of a REIT, a portion of which is a TMP. A portion of the REIT’s income from the TMP arrangement, which might be non-cash accrued income, however, will be treated as “excess inclusion income.”

The REIT’s excess inclusion income, including any excess inclusion income from a residual interest in a REMIC, would be allocated among its stockholders. A stockholder’s share of excess inclusion income (i) would not be allowed to be offset by any net operating losses otherwise available to the stockholder, (ii) would be subject to tax as unrelated business taxable income in the hands of most types of stockholders that are otherwise generally exempt from U.S. federal income tax, and (iii) would result in the application of U.S. federal income tax withholding at the maximum rate (30%), without reduction under any otherwise applicable income tax treaty, to the extent allocable to most types of foreign stockholders. See “— Taxation of U.S. Holders” and “— Taxation of Non-U.S. Holders.” Under IRS guidance, to the extent that excess inclusion income is allocated from a TMP to a tax-exempt stockholder of a REIT that is not subject to unrelated business income tax (such as government entities), the REIT will be subject to tax on this income at the highest applicable corporate tax rate. In that case, the REIT could reduce distributions to such stockholder by the amount of such tax paid by the REIT attributable to such stockholder’s ownership. Treasury Regulations provide that such a reduction in distributions would not give rise to a preferential dividend that could adversely affect the REIT’s compliance with its distribution requirements. See “— Distribution Requirements.” Our charter contemplates that any tax imposed on us in these circumstances

40

TABLE OF CONTENTS

may to the extent feasible reduce distributions to the stockholder whose status caused that tax to be imposed, or we may bear such tax as a general corporate expense.

While the manner in which excess inclusion income is calculated is not clear, the IRS has issued guidance that taxpayers should use any reasonable method. However, there can be no assurance that the IRS will not challenge our method of making any such determinations. If the IRS were to disagree with any such determinations made or with the method used by us, the amount of any excess inclusion income required to be taken into account by one or more stockholders could be significantly increased. Tax-exempt investors, foreign investors and taxpayers with net operating losses should carefully consider the tax consequences described above, and are urged to consult their tax advisors.

Taxation of Our Operating Partnership

Our Operating Partnership currently is disregarded as a separate entity for tax purposes because it is wholly owned by Great Ajax Corp. We may issue interests in our Operating Partnership in the future to third party partners, at which time our Operating Partnership will be treated as a partnership for tax purposes. Great Ajax II Operating Partnership LP (“Operating Partnership II”) is owned by our Operating Partnership and our TRS, GAJX Real Estate Corp, and is treated as a partnership for tax purposes.

Under the Code, a partnership generally is not subject to U.S. federal income tax, but is required to file a partnership tax information return each year. In general, the character of each partner’s share of each item of income, gain, loss, deduction, credit, and tax preference is determined at the partnership level. Each partner is then allocated a distributive share of such items in accordance with the partnership agreement and is required to take such items into account in determining such partner’s income. Each partner includes such amount in income for any taxable year of the partnership ending within or with the taxable year of the partner, without regard to whether the partner has received or will receive any cash distributions from the partnership. Cash distributions, if any, from a partnership to a partner generally are not taxable unless and to the extent they exceed the partner’s basis in its partnership interest immediately before the distribution. Any amounts in excess of such tax basis will generally be treated as a sale or exchange of such partner’s interest in the partnership.

As noted above, for purposes of the REIT income and asset tests, we are treated as receiving or holding 100% of our Operating Partnership’s income and assets and our proportionate share of Operating Partnership II’s income and assets, respectively. We control, and intend to continue to control, our Operating Partnership and Operating Partnership II and intend to operate each of them consistently with the requirements for our qualification as a REIT.

Generally, a domestic unincorporated entity with two or more partners is treated as a partnership for U.S. federal income tax purposes unless it affirmatively elects to be treated as a corporation. However, certain “publicly traded partnerships” are treated as corporations for U.S. federal income tax purposes. We intend to comply with one or more exceptions to treatment of each of our Operating Partnership (if it ceases to be disregarded) and Operating Partnership II as a corporation under the publicly traded partnership rules. Failure to qualify for such an exception would prevent us from qualifying as a REIT.

Taxation of U.S. Holders

The term “U.S. holder” means a beneficial owner of our Shares that, for U.S. federal income tax purposes, is:

•

a citizen or resident of the United States;

​

•

a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any of its States or the District of Columbia;

​

•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

​

•

any trust if  (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

​

41

TABLE OF CONTENTS

If a partnership, entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership and certain determinations made at the partner level. Partners in a partnership holding our Shares should consult their tax advisors regarding the consequences of the purchase, ownership and disposition of our Shares by the partnership.

Taxation of Taxable U.S. Holders on Distributions on Shares

As long as we qualify as a REIT, a taxable U.S. holder must generally take into account as ordinary income distributions made out of our current or accumulated earnings and profits that we do not designate as capital gain dividends or retained long-term capital gain. In addition, for taxable years beginning after December 31, 2017 and before January 1, 2026, U.S. holders that are individuals, trusts and estates generally will be entitled to up to a 20% pass-through deduction with respect to that ordinary dividend income for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), provided that certain holding period requirements have been met. Corporate U.S. holders are not entitled to the pass-through deduction or the dividends-received deduction with respect to our distributions. A noncorporate U.S. holder’s ability to claim the deduction equal to 20% of qualifying dividends received may be limited by the U.S. holder’s particular circumstances. In addition, for any noncorporate U.S. holder that claims a deduction in respect of qualifying dividends, the maximum threshold for the accuracy-related penalty with respect to substantial understatements of income tax could be reduced from 10% to 5%.

The maximum tax rate for qualified dividend income received by taxpayers taxed at individual rates is 20%. Qualified dividend income generally includes dividends paid to U.S. holders taxed at individual rates by domestic C corporations and certain qualified foreign corporations. Because we are not generally subject to U.S. federal income tax on the portion of our REIT taxable income distributed to our stockholders (see “— Taxation of Our Company” above), our dividends generally will not be eligible for the 20% rate on qualified dividend income.

As a result, subject to the discussion above concerning the 20% pass-through deduction, our ordinary REIT dividends will be taxed at the higher tax rate applicable to ordinary income. For taxable years beginning after December 31, 2017 and before January 1, 2026, the highest marginal individual income tax rate on ordinary income is 37%. However, the 20% tax rate for qualified dividend income will apply to our ordinary REIT dividends (i) attributable to dividends received by us from certain non-REIT corporations (e.g., dividends from any domestic TRSs), (ii) to the extent attributable to income upon which we have paid corporate income tax (e.g., to the extent that we distribute less than 100% of our taxable income) and (iii) attributable to income in the prior taxable year from the sales of “built-in gain” property acquired by us from C corporations in carryover basis transactions (less the amount of corporate tax on such income). In general, to qualify for the reduced tax rate on qualified dividend income, a U.S. holder must hold our shares for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which our Shares become ex-dividend. Individuals, trusts and estates whose income exceeds certain thresholds are also subject to a 3.8% Medicare tax on dividends received from us.

A U.S. holder generally will take into account distributions that we properly designate as capital gain dividends as long-term capital gain, to the extent that they do not exceed our actual net capital gain for the taxable year, without regard to the period for which the U.S. holder has held our Shares. Dividends designated as capital gain dividends may not exceed our dividends paid for the taxable year, including dividends paid the following year that are treated as paid in the current year. A corporate U.S. holder may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect to retain and pay income tax on the net long-term capital gain that we recognize in a taxable year. In that case, to the extent we designate such amount on a timely notice to such stockholder, a U.S. holder would be taxed on its proportionate share of our undistributed long-term capital gain. The U.S. holder would receive a credit or refund for its proportionate share of the tax we paid. The U.S. holder would increase the basis in its Shares by the amount of its proportionate share of our undistributed long-term capital gain, minus its share of the tax we paid.

A U.S. holder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if the distribution does not exceed the adjusted basis of the U.S. holder’s Shares. Instead, the

42

TABLE OF CONTENTS

distribution will reduce the adjusted basis of such Shares. A U.S. holder will recognize a distribution in excess of both our current and accumulated earnings and profits and the U.S. holder’s adjusted basis in their Shares as long-term capital gain, or short-term capital gain if the Shares have been held for one year or less, assuming the Shares are a capital asset in the hands of the U.S. holder. In addition, if we declare a distribution in October, November or December of any year that is payable to a U.S. holder of record on a specified date in any such month, such distribution shall be treated as both paid by us and received by the U.S. holder on December 31 of such year, provided that we actually pay the distribution during January of the following calendar year, as described in “— Distribution Requirements.” We will notify stockholders after the close of our taxable year as to the portions of the distributions attributable to that year that constitute ordinary income, return of capital and capital gain.

Stockholders may not include in their individual income tax returns any of our net operating losses or capital losses. Instead, these losses are generally carried over by us for potential offset against our future income.

Taxable distributions from us and gain from the disposition of our Shares will not be treated as passive activity income and, therefore, a U.S. holder generally will not be able to apply any “passive activity losses,” such as losses from certain types of limited partnerships in which such U.S. holder is a limited partner, against such income. In addition, taxable distributions from us and gain from the disposition of our Shares generally will be treated as investment income for purposes of the investment interest limitations.

We may recognize taxable income in excess of our economic income, known as phantom income, in the first years that we hold certain investments, and experience an offsetting excess of economic income over our taxable income in later years. As a result, U.S. holders at times may be required to pay U.S. federal income tax on distributions that economically represent a return of capital rather than a dividend. These distributions would be offset in later years by distributions representing economic income that would be treated as returns of capital for U.S. federal income tax purposes. Taking into account the time value of money, this acceleration of U.S. federal income tax liabilities may reduce a U.S. holder’s after-tax return as compared to an economically comparable investment that did not generate phantom income. In general, as the ratio of our phantom income to our total income increases, the after-tax rate of return received by a taxable U.S. holder will decrease.

If excess inclusion income from a TMP or REMIC residual interest is allocated to any U.S. holder, that income will be taxable in the hands of the U.S. holder and would not be offset by any net operating losses of the U.S. holder that would otherwise be available. See “— Taxable Mortgage Pools and Excess Inclusion Income.”

Taxation of Taxable U.S. Holders on the Disposition of Shares

In general, a U.S. holder must treat any gain or loss realized upon a taxable disposition of our Shares as long-term capital gain or loss if the U.S. holder has held such Shares for more than one year and otherwise as short-term capital gain or loss. Individuals, trusts and estates whose income exceeds certain thresholds are also subject to a 3.8% Medicare tax on gain from the sale of our Shares. In general, a U.S. holder will realize gain or loss in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. holder’s adjusted tax basis. A holder’s adjusted tax basis generally will equal the U.S. holder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. holder (discussed above) less tax deemed paid by such U.S. holder on such gains and reduced by any distributions treated as returns of capital. However, a U.S. holder must treat any loss upon a sale or exchange of Shares held by such holder for six months or less as a long-term capital loss to the extent of capital gain dividends and any other actual or deemed distributions from us that such U.S. holder treats as long term capital gain. All or a portion of any loss that a U.S. holder realizes upon a taxable disposition of our Shares may be disallowed if the U.S. holder purchases our Shares (or substantially similar shares) within 30 days before or after the disposition.

Capital Gains and Losses

A taxpayer generally must hold a capital asset for more than one year for gain or loss derived from its sale or exchange to be treated as long-term capital gain or loss. However, dividends that we designate as

43

TABLE OF CONTENTS

capital gain dividends will generally be taxed to our U.S. stockholders as long-term capital gains to the extent that such dividends do not exceed our actual net long-term capital gain for the taxable year or our dividends paid for the taxable year, without regard to the period for which the stockholder that receives such dividend has held its shares. We may elect to retain and pay taxes on some or all of our net long-term capital gains, in which case we may elect to apply provisions of the Code that treat our U.S. stockholders as having received, solely for tax purposes, our undistributed capital gains, and the stockholders as receiving a corresponding credit for taxes that we paid on such undistributed capital gains and an increase in the adjusted basis of their shares equal to the difference between (i) the amount of such undistributed capital gains, minus (ii) the amount of such taxes that we paid on their behalf. U.S. stockholders that are corporations may be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at maximum U.S. federal rates of 20% in the case of U.S. stockholders that are individuals, trusts and estates (although depending on the characteristics of the assets that produced these gains and on designations that we may make, certain capital gain dividends may be taxed at a 25% rate and we intend to designate such dividends where applicable), and 21% in the case of U.S. stockholders that are corporations.

The characterization of income as capital gain or ordinary income may affect the deductibility of capital losses, including capital losses recognized upon the disposition of our shares. A non-corporate taxpayer may deduct capital losses not offset by capital gains against its ordinary income only up to a maximum annual amount of $3,000, and may carry forward unused capital losses indefinitely. A corporate taxpayer may deduct capital losses only to the extent of capital gains, with unused losses being carried back three years and forward five years.

Information Reporting Requirements and Withholding

We or the applicable withholding agent will report to U.S. holders and to the IRS the amount and the tax character of distributions we pay during each calendar year, and the amount of tax we withhold, if any. Under the backup withholding rules, a U.S. holder may be subject to backup withholding with respect to distributions unless such holder:

•

is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or

​

•

provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

​

A U.S. holder who does not provide the applicable withholding agent with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the U.S. holder’s income tax liability. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the U.S. holder’s U.S. federal income tax liability if certain required information is timely furnished to the IRS. U.S. holders are urged to consult their own tax advisors regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding. In addition, the applicable withholding agent may be required to withhold a portion of distributions to any U.S. holders who fail to certify their U.S. status.

Taxation of Non-U.S. Holders

The term “non-U.S. holder” means a beneficial owner of our Shares that is not a U.S. holder or a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes). The rules governing U.S. federal income taxation of nonresident alien individuals, foreign corporations, foreign partnerships and other foreign holders are complex. This section is only a summary of such rules. We urge non-U.S. holders to consult their tax advisors to determine the impact of U.S. federal, state and local income tax laws on ownership of our Shares, including any reporting requirements.

For most non-U.S. holders, investment in a REIT that invests principally in mortgage loans and MBS is not the most tax-efficient way to invest in such assets. That is because receiving distributions of income

44

TABLE OF CONTENTS

derived from such assets in the form of REIT dividends subjects most non-U.S. holders to withholding taxes that direct investment in those asset classes, and the direct receipt of interest and principal payments with respect to them, would not.

A non-U.S. holder that receives a distribution from us that is not attributable to gain from our sale or exchange of  “United States real property interests,” as defined below, and that we do not designate as a capital gain dividend or retained capital gain will recognize ordinary income to the extent that we pay the distribution out of our current or accumulated earnings and profits. A withholding tax equal to 30% of the gross amount of the distribution ordinarily will apply unless an applicable tax treaty reduces or eliminates the tax. Reduced treaty rates are not available to the extent that income is attributable to our excess inclusion income allocable to the non-U.S. holder. See “— Taxable Mortgage Pools and Excess Inclusion Income.” If a distribution is treated as effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business, the distribution will not incur the 30% withholding tax, but the non-U.S. holder generally will be subject to U.S. federal income tax on the distribution at graduated rates, in the same manner as U.S. holders are taxed on distributions and also may be subject to the 30% branch profits tax in the case of a corporate non-U.S. holder. In general, non-U.S. holders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of our Shares. It is expected that the applicable withholding agent will withhold U.S. income tax at the rate of 30% on the gross amount of any distribution that we do not designate as a capital gain distribution or retained capital gain and is paid to a non-U.S. holder unless either:

•

a lower treaty rate applies and the non-U.S. holder files with the applicable withholding agent an IRS Form W-8BEN or IRS Form W-8BEN-E evidencing eligibility for that reduced rate, or

​

•

the non-U.S. holder files with the applicable withholding agent an IRS Form W-8ECI claiming that the distribution is effectively connected income.

​

Capital gain dividends received or deemed received by a non-U.S. holder from us that are not attributable to gain from our sale or exchange of “United States real property interests,” as defined below, are generally not subject to U.S. federal income or withholding tax, unless either (1) the non-U.S. holder’s investment in our Shares is effectively connected with a U.S. trade or business conducted by such non-U.S. holder (in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain) or (2) the non-U.S. holder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the U.S. (in which case the non-U.S. holder will be subject to a 30% tax on the individual’s net capital gain for the year).

A non-U.S. holder will not incur tax on a distribution on the Shares in excess of our current and accumulated earnings and profits if the excess portion of the distribution does not exceed the adjusted tax basis of their Shares. Instead, the excess portion of the distribution will reduce such non-U.S. holder’s adjusted tax basis of their Shares. A non-U.S. holder will be subject to tax on a distribution that exceeds both our current and accumulated earnings and profits and the adjusted basis of its Shares, if the non-U.S. holder otherwise would be subject to tax on gain from the sale or disposition of its Shares, as described below. Because we generally cannot determine at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, it is expected that the applicable withholding agent normally will withhold tax on the entire amount of any distribution at the same rate applicable to withholding on a dividend. However, a non-U.S. holder may obtain a refund of amounts that the applicable withholding agent withheld if we later determine that a distribution in fact exceeded our current and accumulated earnings and profits.

For any year in which we qualify as a REIT, a non-U.S. holder may incur tax on distributions that are attributable to gain from our sale or exchange of  “United States real property interests” under special provisions of the U.S. federal income tax laws known as “FIRPTA.” The term “United States real property interests” includes interests in real property and shares in corporations at least 50% of whose assets consist of interests in real property. The term “United States real property interests” generally does not include mortgage loans or MBS. Under the FIRPTA rules, a non-U.S. holder is taxed on distributions attributable to gain from sales of United States real property interests as if the gain were effectively connected with a U.S. business of the non-U.S. holder. A non-U.S. holder thus would be taxed on such a distribution at the normal capital gain rates applicable to U.S. holders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual. A non-U.S. corporate

45

TABLE OF CONTENTS

holder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution. Unless a non-U.S. holder qualifies for the exception described in the next paragraph, or is a qualified shareholder or a qualified foreign pension fund (both as defined below), the applicable withholding agent must withhold 21% of any such distribution that we could designate as a capital gain dividend. A non-U.S. holder may receive a credit against such holder’s tax liability for the amount withheld.

Capital gain distributions on our Shares that are attributable to our sale of real property will be treated as ordinary dividends, rather than as gain from the sale of a United States real property interest, if (i) such Shares are “regularly traded” on an established securities market in the United States and (ii) the non-U.S. holder does not own more than 10% of such Shares during the one-year period preceding the distribution date. As a result, non-U.S. holders generally would be subject to withholding tax on such capital gain distributions in the same manner as they are subject to withholding tax on ordinary dividends. If our Shares are not regularly traded on an established securities market in the United States or the non-U.S. holder owned more than 10% of such Shares at any time during the one-year period prior to the distribution, capital gain distributions that are attributable to our sale of real property would be subject to tax under FIRPTA. Moreover, if a non-U.S. holder disposes of our Shares during the 30-day period preceding a dividend payment, and such non-U.S. holder (or a person related to such non-U.S. holder) acquires or enters into a contract or option to acquire our Shares within 61 days of the 1st day of the 30 day period described above, and any portion of such dividend payment would, but for the disposition, be treated as a United States real property interest capital gain to such non-U.S. holder, then such non-U.S. holder will be treated as having United States real property interest capital gain in an amount that, but for the disposition, would have been treated as United States real property interest capital gain.

In addition, distributions to certain non-U.S. publicly traded shareholders that meet certain record-keeping and other requirements (“qualified shareholders”) are exempt from FIRPTA, except to the extent owners of such qualified shareholders that are not also qualified shareholders own, actually or constructively, more than 10% of our capital stock. Furthermore, distributions to “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Distributions received by a “qualified foreign pension fund” that are exempt from FIRPTA withholding may still be subject to regular U.S. withholding tax. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

A non-U.S. holder generally will not incur tax under FIRPTA with respect to gain realized upon a disposition of our Shares as long as we are not a United States real property holding corporation during a specified testing period. If at least 50% of a REIT’s assets are United States real property interests, then the REIT will be a United States real property holding corporation. We may be a United States real property holding corporation based on our investment strategy. In that case, gains from the sale of our Shares by a non-U.S. holder could be subject to a FIRPTA tax. However, a non-U.S. holder generally would not incur tax under FIRPTA on gain from the sale of our Shares if we were a “domestically controlled qualified investment entity.” A domestically controlled qualified investment entity includes a REIT in which, at all times during a specified testing period, less than 50% in value of its shares are held directly or indirectly by non-U.S. persons. For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a U.S. person unless the REIT has actual knowledge that such person is not a U.S. person.

If our Shares are regularly traded on an established securities market, an additional exception to the tax under FIRPTA will be available with respect to such Shares, even if we do not qualify as a domestically controlled qualified investment entity at the time the non-U.S. holder sells such Shares. Under that exception, the gain from such a sale by such a non-U.S. holder will not be subject to tax under FIRPTA if  (i) the Shares are treated under applicable Treasury Regulations as being regularly traded on an established securities market and (ii) the non-U.S. holder owned, actually or constructively, 10% or less of such Shares at all times during a specified testing period. If the gain on the sale of our Shares were taxed under FIRPTA, a non-U.S. holder would be taxed on that gain in the same manner as U.S. holders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals.

In addition, dispositions of our Shares by qualified shareholders are exempt from FIRPTA, except to the extent owners of such qualified shareholders that are not also qualified shareholders own, actually or

46

TABLE OF CONTENTS

constructively, more than 10% of our capital stock. An actual or deemed disposition of our Shares by such shareholders may also be treated as a dividend. Furthermore, dispositions of our capital stock by “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

Backup withholding will generally not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. holder provided that the non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as providing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if the applicable withholding agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient. Payments of the net proceeds from a disposition or a redemption effected outside the United States by a non-U.S. holder made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that the beneficial owner is a non-U.S. holder and specified conditions are met or an exemption is otherwise established. Payment of the net proceeds from a disposition by a non-U.S. holder of Shares made by or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the non-U.S. holder certifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements, or otherwise establishes an exemption from information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability if certain required information is timely furnished to the IRS. Non-U.S. holders are urged to consult their own tax advisors regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding.

Legislative or Other Actions Affecting REITs

The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time. The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury, which may result in statutory changes as well as revisions to regulations and interpretations. Additionally, several of the tax considerations described herein are currently under review and are subject to change. Prospective stockholders are urged to consult with their own tax advisors regarding the effect of potential changes to the U.S. federal tax laws on an investment in our Shares.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act (“FATCA”), imposes a 30% U.S. withholding tax on certain U.S. source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income (“Withholdable Payments”), if paid to a foreign financial institution (including amounts paid to a foreign financial institution on behalf of a stockholder), unless such institution enters into an agreement with the U.S. Treasury to collect and provide to the U.S. Treasury certain information regarding U.S. financial account holders, including certain account holders that are foreign entities with U.S. owners, with such institution or otherwise complies with FATCA. FATCA also generally imposes a withholding tax of 30% on Withholdable Payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the entity. Under certain circumstances, a stockholder may be eligible for refunds or credits of such taxes.

Under proposed Treasury Regulations on which taxpayers may rely, FATCA withholding does not apply to gross proceeds from the sale or other disposition of our shares. If we determine withholding is appropriate with respect to a Withholdable Payment, we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the

47

TABLE OF CONTENTS

United States governing FATCA may be subject to different rules. Prospective investors are urged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in our Shares.

State, Local and Foreign Taxes

We and/or our subsidiaries and stockholders may be subject to taxation by various states, localities or foreign jurisdictions, including those in which we, our subsidiaries, or our stockholders transact business, own property or reside. We or our subsidiaries may own properties located in numerous jurisdictions and may be required to file tax returns in some or all of those jurisdictions. The state, local and foreign tax treatment of us and our stockholders may differ from the U.S. federal income tax treatment of us and our stockholders described above. Consequently, stockholders should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws upon an investment in our Shares.

48

TABLE OF CONTENTS​

PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, at the market offerings, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers.

We may distribute securities from time to time in one or more transactions:

•

at a fixed price or prices, which may be changed;

​

•

at market prices prevailing at the time of sale;

​

•

at prices related to such prevailing market prices; or

​

•

at negotiated prices.

​

Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement.

Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act.

If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, as set forth in the applicable prospectus supplement. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market making at any time, without prior notice.

If underwriters or dealers are used in the sale, until the distribution of the securities is completed, SEC rules may limit the ability of any underwriters and selling group members to bid for and purchase the

49

TABLE OF CONTENTS

securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that those transactions, once commenced, may be discontinued without notice.

Certain of the underwriters or agents and their associates may engage in transactions with and perform services for us or our affiliates in the ordinary course of their respective businesses.

In no event will the commission or discount received by any Financial Industry Regulatory Authority, or FINRA, member or independent broker-dealer participating in a distribution of securities exceed 8% of the aggregate principal amount of the offering of securities in which that FINRA member or independent broker-dealer participates.

50

TABLE OF CONTENTS​

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC. The information incorporated by reference is considered to be part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

We incorporate by reference the following documents or information filed with the SEC:

•

our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024;

​

•

our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2024, June 30, 2024 and March 31, 2024 filed with the SEC on November 1, 2024, August 2, 2024 and May 3, 2024, respectively;

​

•

our Current Reports on Form 8-K filed with the SEC on February 27, 2024 (filing containing Items 1.01, 2.03 and 3.02), March 15, 2024, April 10, 2024, April 22, 2024 (filing containing Item 8.01), May 21, 2024, June 11, 2024 and October 21, 2024 (in each case, except for any information contained therein which is furnished rather than filed);

​

•

our Definitive Proxy Statement on Schedule 14A, filed on April 10, 2024 (but only with respect to information required by Part III of our Annual Report on Form 10-K for the year ended December 31, 2023 and the other information therein that is expressly incorporated by reference herein); and

​

•

the description of our shares of common stock contained in Exhibit 10.13 to our Annual Report on Form 10-K filed with the SEC on March 4, 2020, including any amendments or reports filed for the purpose of updating such description.

​

We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act: (i) after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of the registration statement and (ii) after the date of this prospectus and prior to the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K. We are not incorporating by reference our Current Reports on Form 8-K filed on February 27, 2024, April 22, 2024, May 3, 2024 or July 24, 2024 which contain Item 2.02 of Form 8-K, despite any language contained therein to the effect that the information provided in Item 2.02 thereof, including any exhibit, shall be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

We will provide copies of all documents incorporated into this prospectus by reference, without charge, upon oral request to our Secretary at the number listed below or in writing by first class mail to the address listed below.

Philip Sivin
Great Ajax Corp.
c/o RCM GA Manager LLC
799 Broadway
New York, New York 10003
646-868-5483

51

TABLE OF CONTENTS​​​

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that we file electronically with the SEC at http://www.sec.gov. In addition, we maintain a website that contains information about us at www.greatajax.com. The information found on, or otherwise accessible through, our website is not incorporated by reference into, and does not form a part of, this prospectus or any accompanying prospectus supplement or any other report or document we file with or furnish to the SEC.

We have filed with the SEC a registration statement on Form S-3, of which this prospectus is a part, including exhibits, schedules and amendments filed with, or incorporated by reference into, the registration statement, under the Securities Act with respect to the securities registered hereby. This prospectus and any accompanying prospectus supplement do not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the securities registered hereby, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus and any accompanying prospectus supplement as to the contents of any contract or other document referred to in, or incorporated by reference into, this prospectus and any accompanying prospectus supplement are not necessarily complete and, where such contract or other document is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. The registration statement of which this prospectus is a part is available to you on the SEC’s website.

LEGAL MATTERS

The validity of the common stock and certain other legal matters will be passed upon for us by Venable LLP, Baltimore, Maryland. Certain tax matters described in this prospectus will be passed upon for us by Kramer Levin Naftalis & Frankel LLP, New York, New York.

EXPERTS

The consolidated financial statements and financial statement schedule of Great Ajax Corp. as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, incorporated in this prospectus by reference from the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, and the effectiveness of our internal control over financial reporting as of December 31, 2023, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement schedule are incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing.

52

TABLE OF CONTENTS

​

​

$300,000,000

Rithm Property Trust Inc.

Common Stock

​

PROSPECTUS SUPPLEMENT

​

Book-Running Managers

​	Goldman Sachs & Co. LLC	​
​	RBC Capital Markets	​
​	UBS Investment Bank	​
​	Wells Fargo Securities	​
​	BTIG	​
​	Keefe, Bruyette & Woods A Stifel Company	​
​	Piper Sandler	​

​

        , 2026

​

​