UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 21, 2024

GREAT AJAX CORP.

(Exact name of registrant as specified in charter)

799 Broadway
New York, NY 10003

(Address of principal executive offices)

Registrant’s telephone number, including area code:

212-850-7770

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On October 18, 2024, Great Ajax Corp. (the “Company”) and RCM GA Manager LLC, an affiliate of Rithm Capital Corp. (the “Manager”), entered into an amendment (the “Amendment”) to the Management Agreement, dated June 11, 2024, by and among the Company, Great Ajax Operating Partnership L.P. and the Manager (the “Management Agreement”), to provide that the Base Management and the Incentive Fee shall be payable in cash or, at the election of the Manager, in shares of common stock of the Company, subject to the terms and conditions of the Amendment. All other terms of the Management Agreement remain unchanged.

The description above is qualified in its entirety by reference to the copy of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference thereto.

On October 21, 2024, the Company issued a press release regarding its financial results for the third quarter ended September 30, 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.

The information provided in Item 2.02 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing. 

The Press Release additionally describes the Company’s plans to change its name to Rithm Property Trust Inc. (NYSE: RPT) and related matters. The name change is expected to take effect on or about November 18, 2024, pursuant to customary notices.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 21, 2024