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 18, 2025
Rithm Capital Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction of incorporation)
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001-35777
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45-3449660
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(Commission File Number)
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(IRS Employer Identification No.)
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799 Broadway New York New York
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10003
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (212)
850-7770
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading
Symbols:
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Name of each exchange on which
registered:
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Common Stock, $0.01 par value per share
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RITM
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New York Stock Exchange
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7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR A
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New York Stock Exchange
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7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR B
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New York Stock Exchange
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6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR C
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New York Stock Exchange
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7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
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RITM PR D
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New York Stock Exchange
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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 1.01. |
Entry into a Material Definitive Agreement.
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On September 18, 2025, Rithm Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as
representative of the several underwriters named therein (the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as
Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 7,600,000
shares of the Company’s 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series E Preferred Stock”). In connection with the offering, the Company
has granted the Underwriters an option for 30 days to purchase up to an additional 1,140,000 shares of the Series E Preferred Stock. The shares of the Series E Preferred Stock are being sold pursuant to a prospectus supplement, dated September 18,
2025, and related prospectus, dated August 1, 2025, each filed with the Securities and Exchange Commission, relating to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-289162).
The Company has separately agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as
amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains
customary representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on September 25, 2025, subject to the conditions stated in the Underwriting Agreement.
Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking
and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may currently or in the future receive, fees and expenses. The
Company intends to use the net proceeds from this offering for investments and general corporate purposes. Additionally, certain of the Underwriters and their affiliates may sell assets to the Company from time to time.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are being filed herewith:
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1.1
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Underwriting Agreement, dated September 18, 2025, by and between Rithm Capital Corp. and Morgan Stanley & Co. LLC, as representative of
the several underwriters named therein.
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104
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Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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RITHM CAPITAL CORP. (Registrant)
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/s/ Nicola Santoro, Jr.
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Nicola Santoro, Jr.
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Chief Financial Officer and Chief Accounting Officer
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Date: September 19, 2025
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