Rithm Property Trust Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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Dear Fellow Stockholders,

You are cordially invited to attend the 2024 Annual Meeting (the “Meeting”) of the holders of common stock, par value $0.01 per share (“Common Stock”), of Great Ajax Corp., a Maryland corporation (“Great Ajax,” the “Company,” “we,” “our” and “us”). The Meeting will be held virtually on May 20, 2024, at 9:00 am Eastern Time. The matters expected to be acted upon at the Meeting are described in detail below and in the accompanying Notice and proxy statement.

The matters pertain to (i) proposals relating to the strategic transaction that Great Ajax entered into with Rithm Capital Corp. (together with its subsidiaries, “Rithm”), an asset manager focused on real estate, credit and financial services, and (ii) general proposals relating to the requirements for annual meetings of stockholders. For a detailed description of the strategic transaction Great Ajax entered into with Rithm (the “Transaction”) and related transactions, see “Summary — Overview of the Transaction” in the proxy statement. The Transaction will enable Great Ajax to continue to operate and to shift its strategic direction and capitalize on commercial real estate investment opportunities.

At the Meeting, you will be asked to consider and vote upon the following proposals:

i.

a proposal to approve, in order to comply with New York Stock Exchange (“NYSE”) Rule 312.03, the issuance of Common Stock to the Exchanging Investors (as defined in the proxy statement) in excess of the 19.99% cap (imposed by the NYSE rules) in connection with the exchange transaction by which, in reliance on an exemption from the registration requirements of the Securities Act, the Exchanging Investors exchanged or agreed to exchange, as applicable, with Great Ajax their respective Exchanged Securities (as defined in the proxy statement) (such transaction, the “Exchange” and such proposal, the “Exchange Proposal”) in connection with the Transaction;

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ii.

a proposal to approve, in order to comply with NYSE Rule 312.03, Great Ajax’s issuance of Common Stock to Rithm and shares of Common Stock following the exercise of the warrants (the “Warrants”) that may be issued to Rithm in connection with the Transaction (the “Issuance Proposal”) to the extent that such transactions may be deemed to constitute a “change of control”;

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iii.

subject to, and conditioned on, the approval of the Issuance Proposal, a proposal to elect each of Paul Friedman, Mary Haggerty, Daniel Hoffman and Michael Nierenberg to serve on the board of directors of Great Ajax (the “Great Ajax Board”), effective upon consummation of the Transaction, until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified (the “Director Election Proposal”);

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iv.

subject to and conditioned on the approval of the Issuance Proposal, a proposal to approve the Management Agreement, by and among Great Ajax, Great Ajax Operating Partnership L.P., a wholly-owned subsidiary of Great Ajax, and RCM GA Manager LLC, a Delaware limited liability company and an affiliate of Rithm, in connection with the Transaction (the “Management Proposal”);

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v.

approval of Amendment No. 1 to the 2016 Equity Incentive Plan, in the form attached as Annex C to the proxy statement, which will become effective as of, and contingent on, completion of the Transaction (the “Equity Incentive Plan Proposal”);

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vi.

ratification of the appointment of Moss Adams LLP to serve as Great Ajax’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Accountants Proposal”); and

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vii.

approval of the proposal to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve any of the foregoing proposals on the terms and subject to the conditions set forth in the Securities Purchase Agreement (the

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“Adjournment Proposal” and, along with the Exchange Proposal, the Issuance Proposal, the Director Election Proposal, the Management Proposal, the Equity Incentive Plan Proposal and the Accountants Proposal, the “Proposals” and each, a “Proposal”).

The Great Ajax Board, after careful consideration and upon the recommendation of the Great Ajax Special Committee (as defined in the proxy statement), has (i) determined that the Transaction and all of the documents contemplated thereby, including the Credit Agreement, Securities Purchase Agreement and Rithm Management Agreement (each as defined in the proxy statement), are in the best interests of Great Ajax and its stockholders, (ii) approved the Transaction, including the issuance of Common Stock and Warrants, and declared that the Transaction, including all documents contemplated therein and steps required, is advisable, (iii) directed that each of the Exchange Proposal, Issuance Proposal, Director Election Proposal, Management Proposal, Equity Incentive Plan Proposal, Accountants Proposal and Adjournment Proposal be submitted to the holders of Common Stock for consideration at the Meeting, and (iv) resolved to recommend, in accordance with and subject to the provisions of the Transaction, that the holders of Common Stock approve each of the Exchange Proposal, Issuance Proposal, Management Proposal, Equity Incentive Plan Proposal, Accountants Proposal and Adjournment Proposal and vote for each nominee in the Director Election Proposal.

Certain of the Proposals described above require the approval of the Stockholders before the Transaction may be completed. As of the date hereof, Great Ajax has entered into Support Agreements with its directors, officers and certain institutional stockholders such that, after giving effect to the Exchange, Stockholders holding an aggregate of 44% of the outstanding shares of Common Stock of Great Ajax (prior to giving effect to the Exchange Proposal) have agreed to vote in favor of the Proposals described above. Additional institutional Stockholders have expressed support for the Transaction but, as a matter of policy, may not enter into formal or contractual support agreements.

The Great Ajax Board recommends that you vote “FOR” the Exchange Proposal, “FOR” the Issuance Proposal, “FOR” each nominee in the Director Election Proposal, “FOR” the Management Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Accountants Proposal and “FOR” the Adjournment Proposal.

Great Ajax encourages you to read this proxy statement and the other annexes to this proxy statement carefully and in their entirety. In particular, you should carefully consider the discussion in the section of this proxy statement entitled “Risk Factors” beginning on page 26.

Your vote is important. Please authorize a proxy to cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card to ensure that your shares are represented. Authorizing and submitting your proxy will ensure your representation at the Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the Meeting and to vote your shares in person. Any reference herein to attending the Meeting, including any reference to “in person” attendance, means attending by remote communication via live webcast on the Internet.

On behalf of the Great Ajax Board, Great Ajax thanks you for your continued interest in and support of Great Ajax.

Sincerely,

Lawrence Mendelsohn

Chairman and Chief Executive Officer

This proxy statement is dated April 23, 2024, and is first being mailed to the Great Ajax stockholders on or about April 23, 2024.

13190 SW 68th Parkway, Suite 110

Tigard, Oregon 97223

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Meeting”) of Great Ajax Corp., a Maryland corporation (“Great Ajax,” the “Company,” “we,” “our” and “us”), will be held on May 20, 2024 at 9:00 am, Eastern Time. The board of directors of Great Ajax (the “Great Ajax Board”) has determined to convene and conduct the Meeting solely by means of remote communication live over the Internet at www.virtualshareholdermeeting.com/AJX2024. You willnot be able to attend the Meeting in person.

This notice and the enclosed proxy statement are first being mailed to stockholders of the Company on or about April 23, 2024.

The purpose of the Meeting is:

to consider and vote on, in order to comply with New York Stock Exchange (“NYSE”) Rule 312.03, the issuance of Common Stock to the Exchanging Investors (as defined in the proxy statement) in excess of the 19.99% cap (imposed by the NYSE rules) in connection with the exchange transaction by which, in reliance on an exemption from the registration requirements of the Securities Act, the Exchanging Investors exchanged or agreed to exchange, as applicable, with Great Ajax their respective Exchanged Securities (as defined in the proxy statement) (such transaction, the “Exchange” and such proposal, the “Exchange Proposal”) in connection with the Transaction;

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to consider and vote on, in order to comply with NYSE Rule 312.03, Great Ajax’s issuance of (i) shares of common stock, par value $0.01 per share (“Common Stock”), to Rithm and (ii) shares of Common Stock (the “Warrant Shares”) following the exercise of the warrants (the “Warrants”) that may be issued to Rithm, in connection with the strategic transaction (the “Transaction”) between Great Ajax and Rithm, to the extent that such transactions may be deemed to constitute a “change of control” ​(such proposal, the “Issuance Proposal”);

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subject to, and conditioned on, the approval of the Issuance Proposal, to consider and vote upon the election of Paul Friedman, Mary Haggerty, Daniel Hoffman and Michael Nierenberg to serve on the Great Ajax Board, effective upon consummation of the Transaction, until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified (the “Director Election Proposal”);

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subject to and conditioned on the approval of the Issuance Proposal, to consider and vote on a proposal to approve the Management Agreement, by and among Great Ajax, Great Ajax Operating Partnership L.P., a wholly-owned subsidiary of Great Ajax, and RCM GA Manager LLC, a Delaware limited liability company and an affiliate of Rithm (the “Management Proposal”);

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to consider and vote upon the adoption of Amendment No. 1 to the 2016 Equity Incentive Plan, in the form attached as Annex C to this proxy statement, which will become effective as of, and contingent on, completion of the Transaction (the “Equity Incentive Plan Proposal”);

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to consider and vote upon the ratification of the appointment of Moss Adams LLP to serve as Great Ajax’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Accountants Proposal”); and

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to consider and vote upon a proposal to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve any of the foregoing proposals, on the terms and subject to the conditions set forth in the Securities Purchase Agreement (the “Adjournment Proposal” and, along with the Exchange Proposal, the Issuance Proposal, the Director Election Proposal, the Management Proposal, the Equity Incentive Plan Proposal and the Accountants Proposal, the “Proposals” and each, a “Proposal”).

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The Proxy Statement accompanying this notice describes each of these items of business in detail.

Great Ajax will also transact such other business as may properly come before the Meeting and any postponements or adjournments thereof. Great Ajax knows of no other matters to come before the Meeting.

The Great Ajax Board has fixed the close of business on April 22, 2024, as the record date (the “Record Date”) for the determination of the holders of shares of Common Stock entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. Accordingly, only holders of Common Stock (“Stockholders”) as of the Record Date are entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof.

The Great Ajax Board, after careful consideration and upon the recommendation of the Great Ajax Special Committee (as defined in the proxy statement), has (i) determined that the Transaction and all of the documents contemplated thereby, including the Credit Agreement, Securities Purchase Agreement and Rithm Management Agreement (each as defined in the proxy statement), are in the best interests of Great Ajax and its stockholders, (ii) approved the Transaction, including the issuance of Common Stock and Warrants, and declared that the Transaction, including all documents contemplated therein and steps required, is advisable, (iii) directed that each of the Exchange Proposal, Issuance Proposal, Director Election Proposal, Management Proposal, Equity Incentive Plan Proposal, Accountants Proposal and Adjournment Proposal be submitted to the holders of Common Stock for consideration at the Meeting, and (iv) resolved to recommend, in accordance with and subject to the provisions of the Transaction, that the holders of Common Stock approve each of the Exchange Proposal, Issuance Proposal, Management Proposal, Equity Incentive Plan Proposal, Accountants Proposal and Adjournment Proposal and vote for each nominee in the Director Election Proposal.

THE GREAT AJAX BOARD RECOMMENDS THAT YOU VOTE “FOR” THE EXCHANGE PROPOSAL, “FOR” THE ISSUANCE PROPOSAL, “FOR” EACH NOMINEE IN THE DIRECTOR ELECTION PROPOSAL, “FOR” THE MANAGEMENT PROPOSAL, “FOR” THE EQUITY INCENTIVE PROPOSAL, “FOR” THE ACCOUNTANTS PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important, regardless of the number of shares of Common Stock you own. Whether or not you plan to attend the Meeting, please authorize a proxy to vote your shares of Common Stock as promptly as possible to make sure that your shares of Common Stock are represented at the Meeting.

To ensure your representation at the Meeting, you are urged to authorize a proxy to vote your shares of Common Stock by U.S. mail, Internet or telephone. Whether or not you plan to attend the virtual Meeting, Great Ajax urges you to authorize a proxy to vote your shares of Common Stock in advance of the Meeting by one of the methods described above. If you attend the Meeting, you may revoke your proxy and vote electronically at the Meeting, even if you have previously returned your proxy card or authorized, through the Internet or by telephone, a proxy to vote your shares of Common Stock.

Please note that if you hold shares of Common Stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of Common Stock represented by each account.

You can virtually attend the Meeting on May 20, 2024, at 9:00 am Eastern Time by accessing the online virtual meeting platform at www.virtualshareholdermeeting.com/AJX2024, but you are only entitled to participate, vote, and/or ask questions at the Meeting if you were a stockholder of record as of the Record Date.

To participate in the Meeting by voting and/or asking questions, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If you are a stockholder as of the Record Date, you may vote your shares electronically during the Meeting through the online virtual meeting platform by following the instructions provided when you log in to the online virtual meeting platform. On the day of the Meeting, Stockholders may begin to log in to the online virtual meeting platform beginning at 8:00 am Eastern Time, and the meeting will begin promptly at 9:00 am Eastern Time. Please allow ample time for online login.

Great Ajax will have technicians ready to assist you with any technical difficulties you may have accessing the Meeting. If you encounter any difficulties accessing or logging in to the Meeting, please call the technical support number displayed on the login page of the online virtual meeting platform.

By Order of the Great Ajax Board,

Lauren DeMasi

Secretary

Tigard, Oregon

April 23, 2024

ADDITIONAL INFORMATION

As permitted under SEC rules, the proxy statement incorporates by reference important business and financial information about Great Ajax from other documents publicly filed with the SEC and that are not included in or delivered herewith. For a listing of documents incorporated by reference herein and additional information on how you can obtain copies of these documents, free of charge, from Great Ajax, please see the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 137 of the proxy statement.

This information is also available for you to review free of charge through the SEC’s website atwww.sec.gov.

You may request copies of the proxy statement and any of the documents incorporated by reference herein or other information concerning Great Ajax, without charge, upon written or oral request to Great Ajax’s executive offices at the address and telephone number listed below:

Attention: Secretary

For more information concerning Great Ajax, the Transaction and the related transactions described in the proxy statement, investors may also consult Great Ajax’s website atwww.greatajax.com. Information included on the website referenced in the previous sentence is not incorporated by reference into the proxy statement and the reference to the website is intended to be an inactive textual reference only.

In addition, if you have questions about the accompanying proxy statement, would like additional copies of the proxy statement or need to obtain proxy cards or other information related to the proxy solicitation, please contact:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Phone: (866) 356-8312 (toll-free within the United States)