RITM adds ATM distribution with counsel opinion; four preferred series listed

Rhea-AI Filing Summary

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.

Positive

• Distribution Agreement in place enabling an at-the-market equity program
• Legal opinion and counsel consent provided for the ATM prospectus supplement

Negative

• None.

Insights

Capital Markets Counsel

TL;DR: Company established an equity distribution pathway with legal signoff.

The Distribution Agreement signals an active at-the-market (ATM) program to sell common stock through sales agents, which provides a flexible way to raise equity over time without a single large offering. The inclusion of a formal legal opinion and counsel consent indicates steps were taken to support the shelf/prospectus mechanics required for distribution.

Dependencies and near-term risks include market absorption capacity and timing for executions under the ATM; no offering sizes, discounts, or volatility protections are disclosed here. Monitor public disclosures for filing supplements or executed sales that quantify the proceeds and dilution over the next reporting periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

001-35777	Delaware	45-3449660
(Commission File Number)	(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

799 Broadway New York New York		10003
(Address of principal executive offices)		(Zip Code)

(212) 850-7770

(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:
Common Stock, $0.01 par value per share	RITM	New York Stock Exchange
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	RITM PR A	New York Stock Exchange
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	RITM PR B	New York Stock Exchange
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	RITM PR C	New York Stock Exchange
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock	RITM PR D	New York Stock Exchange

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 September 22, 2025, the Company entered into a Distribution Agreement, dated September 22, 2025 (the “Distribution Agreement”), among the Company and BofA Securities, Inc., Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to sell shares of Common Stock (the “ATM Shares”) having an aggregate offering price of up to $750 million, from time to time, through an “at-the-market” equity offering program (the “ATM Program”).

The ATM Shares will be offered and sold pursuant to the Company’s Registration Statement on file with the SEC.  The Company filed a prospectus supplement, dated September 22, 2025, with the SEC in connection with the offer, issuance and sale of the ATM Shares (the “ATM Prospectus Supplement”).

The foregoing description of the Distribution Agreement is a summary and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The Company is also filing this Current Report on Form 8-K to provide a legal opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, regarding the legality of the securities covered by the ATM Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are being filed herewith:

No.		Description
1.1		Distribution Agreement, dated September 22, 2025, by and among the Company and the sales agents party thereto.
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the ATM Prospectus Supplement.
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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: September 22, 2025

FAQ

What did Rithm Capital (RITM) file in this 8-K?

Rithm Capital filed a Distribution Agreement with sales agents and included a legal opinion and counsel consent related to an ATM prospectus supplement.

Does the filing state how much capital RITM will raise under the ATM?

No financial amounts or maximum offering size are disclosed in the provided filing text.

Which securities are identified in the filing for RITM?

The filing identifies common stock and four series of cumulative redeemable preferred stock: Series A (7.50%), Series B (7.125%), Series C (6.375%), and Series D (7.00%).

Does the document include counsel approval for the ATM prospectus supplement?

Yes. An opinion of Skadden, Arps, Slate, Meagher & Flom LLP and the firm’s consent are included as exhibits.

Are execution details or sales terms of the ATM disclosed for RITM?

No execution terms, sale prices, timing, or agent fees are provided in the excerpt supplied.