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Rithm Capital Corp. furnished a press release announcing its results for the fiscal quarter and full year ended December 31, 2025. The press release, dated February 3, 2026, is attached as Exhibit 99.1 and is incorporated solely for Item 2.02, covering results of operations and financial condition.
The company notes that this press release is being furnished, not filed, under the Exchange Act, which limits its use for certain legal purposes and incorporation by reference into other securities law filings unless expressly stated.
Rithm Capital Corp. is offering 10,000,000 shares of its 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock at $25.00 per share, for a $250,000,000 aggregate liquidation preference, with an underwriters’ option for up to 1,500,000 additional shares. The securities pay a fixed 8.750% annual dividend on the $25.00 liquidation preference through February 15, 2031, then reset every five years to the five-year U.S. Treasury rate plus 5.009%. Dividends are cumulative and paid quarterly, starting with an initial dividend of approximately $0.69271 per share on May 15, 2026, when declared from legally available funds.
The preferred stock is perpetual, ranks senior to common stock and on parity with Rithm’s existing Series A–E preferred shares, and is redeemable at $25.00 per share plus unpaid dividends at Rithm’s option on or after February 15, 2031, or upon a qualifying Change of Control. In a Change of Control, holders may convert into common stock subject to a 4.38596-share cap per preferred share. Rithm estimates net proceeds of about $241,825,000 (or $278,143,750 if the option is fully exercised) and plans to use them for investments and general corporate purposes, while seeking NYSE listing under “RITM PR F.”