Rithm Capital SEC Filings

Rithm Capital Corp. reported a new equity-based award to its Chief Legal Officer, David Zeiden. On January 20, 2026, he was granted 14,957 Class B Profits Units of Rithm Capital Management LLC at a price of $0 per unit. These derivative units are exchangeable on a one-for-one basis into shares of Rithm Capital common stock once they vest and sufficient profits have been allocated to the holder.

The filing notes that the units were earned based on annual return on equity for the 2025 performance period, with performance criteria satisfied for 1 of 3 tranches as of January 20, 2026. The reported 14,957 units also include 941 dividend equivalent rights, which follow the same vesting schedule and terms as the underlying awards.

Rithm Capital Corp. reported new equity awards to its Chief Financial Officer, Nicola Santoro Jr., in the form of common stock and Class B Profits Units. On January 20, 2026, the CFO acquired 169,885 shares of common stock at $0, representing performance-based restricted stock units earned on three-year average return on equity from January 1, 2023 to December 31, 2025, which are scheduled to vest on February 21, 2026. Following this, he held 278,011 shares directly, including unvested restricted stock units and related dividend equivalents.

The filing also shows grants of 39,961 and 31,410 Class B Profits Units of Rithm Capital Management LLC at $0, earned based on annual return on equity for the 2025 performance period. These units are exchangeable into common stock on a one-for-one basis once vested and after sufficient profits are allocated, with 79,919 and 31,410 such units held directly after the respective transactions.

Rithm Capital Corp. approved a new class of preferred shares by filing a Certificate of Designations for 11,500,000 shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, each with a $25.00 per share liquidation preference. These preferred shares rank senior to the common stock for dividends and liquidation payments.

Dividends will be paid quarterly, when declared, at a fixed rate of 8.750% per annum from January 21, 2026 through February 14, 2031. From February 15, 2031 onward, the dividend resets every five years to the then-current five-year U.S. Treasury rate plus 5.009%. The Series F shares are not redeemable before February 15, 2031 except in limited REIT-protection situations or upon a Change of Control, after which the company may redeem them at $25.00 per share plus unpaid dividends.

If a Change of Control occurs, holders may have the right to convert their preferred shares into common stock based on a formula, subject to conditions in the Certificate of Designations. The shares have no maturity, no sinking fund, and generally no voting rights, except in limited cases such as prolonged dividend non-payment, and include ownership limits intended to preserve Rithm’s REIT status.

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.”

Rithm Capital Corp. entered into an underwriting agreement to sell 10,000,000 shares of its 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, each with a $25.00 liquidation preference. The company also granted the underwriters a 30-day option to buy up to an additional 1,500,000 Series F preferred shares. The offering is being made under an automatic shelf registration statement, with closing expected on January 21, 2026, subject to customary conditions.

Rithm Capital plans to use the net proceeds from this preferred stock offering for investments and general corporate purposes. The underwriting agreement includes customary representations, warranties, closing conditions, and indemnification and contribution provisions in favor of the underwriters, who have existing and potential future business relationships with the company and its affiliates.

Rithm Capital Corp. is issuing a new Series F fixed‑rate reset cumulative redeemable preferred stock as a primary capital raise. The shares carry a liquidation preference of $25.00 per share, pay cumulative quarterly cash dividends starting on May 15, 2026, and switch from an initial fixed rate to a reset rate tied to the five‑year U.S. Treasury after February 15, 2031.

The Series F preferred ranks senior to common stock and on parity with Rithm’s existing Series A–E preferred shares, and is effectively junior to all debt and subsidiary liabilities, which totaled about $38.3 billion as of September 30, 2025. The stock is perpetual, redeemable at Rithm’s option at $25.00 per share plus unpaid dividends on or after February 15, 2031, and includes special redemption and conversion features upon a Change of Control.

Rithm intends to list the Series F preferred on the NYSE under “RITM PR F” and use the net proceeds for investments and general corporate purposes. The company highlights recent strategic growth, including the approximately $1.8 billion acquisition of Paramount and the approximately $324.7 million acquisition of Crestline, which expand its commercial real estate and asset‑management platforms.

Rithm Capital Corp. director William Dean Addas received a stock grant of 11,486 common shares on January 6, 2026 as compensation for board service. The filing reports the shares at a form price of $0.00 because they were issued as equity compensation rather than purchased for cash. According to the footnote, the grant was made under the company’s Omnibus Incentive Plan and terms set by the Board of Directors, using a closing stock price of $10.90 on December 31, 2025 to value the award. Following this grant, Addas beneficially owns 28,791 shares of Rithm Capital common stock, held directly.

Rithm Capital Corp. completed its previously agreed acquisition of Paramount Group, Inc. through a two-step merger structure involving Paramount and its operating partnership.

In the partnership merger, each outstanding common unit of Paramount Group Operating Partnership LP was converted into cash based on the applicable conversion factor multiplied by $6.60 per unit. In the company merger, each share of Paramount common stock was cancelled and converted into the right to receive $6.60 in cash per share, without interest.

Paramount stock and units held by Rithm parties or acquired companies were retired for no consideration. Outstanding Paramount restricted shares were converted into the cash merger consideration, while Paramount stock options were cancelled for no payment. Operating partnership long-term incentive and performance units vested in full and were converted into units or cash, then cashed out at the merger terms. Rithm funded the transaction with cash on hand and a $50,000,000 equity investment from Rithm Property Trust Inc.