Urban Design Group led the adaptive reuse of the 150-year-old Arctic Mill along Rhode Island’s Pawtuxet River, transforming the historic heavy-timber structure into a vibrant mixed-use residential development. The project preserved defining features such as exposed timber beams and masonry walls while addressing complex code challenges to accommodate residential use and qualify for historic tax credits. Working closely with the owner, historic consultants, engineers, and local authorities, the team strategically utilized existing openings for circulation and egress, minimized interventions, and incorporated ground-floor public and private spaces to enhance community interaction. Sustainable design practices were integrated to improve energy efficiency without compromising historic integrity. Leveraging historic tax credits and additional funding from Rhode Island Housing and Rebuild RI, the redevelopment provides diverse housing options, meets growing residential demand, and serves as a model for adaptive reuse of historic mills in the Warwick area.