Rithm Capital (NYSE: RITM) to issue $500M senior unsecured notes due 2031
Rhea-AI Filing Summary
Rithm Capital Corp. plans a private offering of $500 million aggregate principal amount of senior unsecured notes due 2031. These notes are intended to raise capital that the company may use for general corporate purposes, including repaying certain existing indebtedness.
The notes will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S. They will not be registered under U.S. or other securities laws, and this communication does not constitute an offer or solicitation to buy or sell the notes.
Positive
- None.
Negative
- None.
Insights
Rithm plans a private $500 million senior notes issue due 2031, mainly for flexible funding and potential debt repayment.
Rithm Capital intends to issue senior unsecured notes with a 2031 maturity in a private transaction. Senior unsecured notes sit above equity but below secured debt in the capital structure, affecting how cash flows and collateral would be distributed if the company faced financial stress.
The company states that net proceeds are for general corporate purposes, which may include repaying certain indebtedness. That language gives flexibility to refinance existing obligations or support ongoing investment activities. Pricing, covenants, and final size beyond the stated $500 million target are not detailed in this excerpt.
The offering targets qualified institutional buyers under Rule 144A and offshore investors under Regulation S, which is common for larger, sophisticated-debt placements. Future disclosures in periodic reports can clarify the final coupon, issuance terms and how much existing debt is actually repaid using these proceeds.
8-K Event Classification
Key Figures
Key Terms
senior unsecured notes financial
Rule 144A regulatory
Regulation S regulatory
general corporate purposes financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | ||
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
(Former name or former address, if changed since last report.)
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbols: |
Name of each exchange on which registered: |
| |
||
| |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 8.01 | Other Events. |
On May 11, 2026, Rithm Capital Corp. (the “Company”) issued a press release announcing its intention to commence a private offering of $500 million aggregate principal amount of senior unsecured notes due 2031 (the “2031 Senior Notes,” and such offering, the “Senior Notes Offering”). A copy of the Company’s press release with respect to the Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The Company intends to use the net proceeds from the Senior Notes Offering for general corporate purposes, which may include the repayment of certain indebtedness.
The 2031 Senior Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The 2031 Senior Notes will not be registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The 2031 Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and it does not constitute a notice of redemption with respect to any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated May 11, 2026, announcing commencement of the Senior Notes Offering | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| RITHM CAPITAL CORP. | |
| (Registrant) | |
| /s/ Nicola Santoro, Jr. | |
| Nicola Santoro, Jr. | |
| Chief Financial Officer and Chief Accounting Officer | |
| Date: May 11, 2026 |
Exhibit 99.1
Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes
NEW YORK—(BUSINESS WIRE)—May 11, 2026—Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it plans to offer $500 million aggregate principal amount of senior unsecured notes due 2031 (the “notes”). The Company intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment of certain indebtedness.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and, outside the United States, in reliance on Regulation S under the Securities Act.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT RITHM CAPITAL
Rithm Capital Corp. is a global alternative asset manager with significant experience managing credit and real estate assets. Rithm’s integrated platform spans asset-based finance, residential and commercial real estate lending, mortgage servicing rights, and structured credit. Through platforms including Elecor Properties, Newrez, Genesis Capital, Sculptor Capital Management, and Crestline Investors, Rithm employs a unique owner-operator model to drive value for shareholders and investors.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the Company’s intention to issue the notes and the intended use of proceeds of the offering. Forward-looking statements are not historical in nature and can be identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “continue,” “intend,” “should,” “would,” “could,” “goal,” “objective,” “will,” “may,” “seek,” or similar expressions or their negative forms. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Rithm does not assume any duty or obligation to update or supplement any forward-looking statements. Because forward-looking statements are, by their nature, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or developments could differ materially from those anticipated. Factors that could cause such differences include those set forth in the section entitled “Risk Factors” in Rithm’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, available at www.sec.gov. The list of factors is not exhaustive and additional risks may affect future results.
Contacts
Investor Relations
(212)-850-7770
ir@rithmcap.com