Rithm Capital SEC Filings

Rithm Capital Corp. filed an 8-K on September 25, 2025 to report the designation and related materials for a new class of preferred stock. The filing states the Company created an 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock and incorporates by reference the Certificate of Designations and the form of certificate filed on its Form 8-A the same day. The filing also includes a legal opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP and notes the Inline XBRL cover page tags are embedded. The report is signed by Nicola Santoro, Jr., Chief Financial Officer and Chief Accounting Officer.

Rithm Capital Corp. disclosed an agreement to sell common stock through an at-the-market distribution program and filed related legal opinions and consents. The filing lists a Distribution Agreement with sales agents and an opinion from counsel confirming the ATM prospectus supplement, plus counsel's consent as an exhibit. The company also identifies its common stock and four series of cumulative redeemable preferred stock with stated fixed-to-floating rates.

Rithm Capital Corp. filed a prospectus supplement registering up to $750,000,000 of common stock for sale from time to time under a Distribution Agreement dated September 22, 2025, through multiple sales agents. Sales may be executed as negotiated or as at-the-market offerings on the NYSE (ticker RITM); the last reported sale price on September 19, 2025 was $12.11 per share. Each sales agent may receive commissions up to 2% of gross sales price.

The supplement discloses substantial risk factors, including business, credit, interest rate, regulatory, cybersecurity and integration risks related to pending acquisitions of Paramount and Crestline. It summarizes capital structure details (common and multiple series of preferred stock outstanding and senior unsecured notes issued in 2024 and 2025) and REIT tax considerations, including an IRS private letter ruling treating Excess MSRs as qualifying real estate assets.

Rithm Capital is offering 7,600,000 shares of 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference per share, representing an aggregate liquidation preference of $190,000,000, plus up to 1,140,000 additional shares via underwriter option. Dividends are cumulative at an annual fixed rate of 8.750% based on the $25.00 preference, payable quarterly beginning February 15, 2026, with an initial dividend of approximately $0.85069 per share. The Series E has no stated maturity and is not redeemable by Rithm prior to November 15, 2030 except in limited circumstances; on or after that date Rithm may redeem at $25.00 plus accrued dividends. Upon a defined Change of Control holders may convert shares into common stock at a conversion formula capped at 4.01284 shares per preferred share, subject to adjustments and ownership restrictions intended to preserve REIT status. Rithm intends to apply to list the Series E on the NYSE under the symbol "RITM PR E" and delivery is expected in book-entry form on or about September 25, 2025. The prospectus references risk factors and incorporated SEC filings for additional detail.