Rithm Capital (RITM) files 8-K: Underwriting Agreement Sept 18, 2025

Rithm Capital Corp. filed a Form 8-K reporting a material event: Exhibit 1.1 is an Underwriting Agreement dated September 18, 2025 between Rithm Capital Corp. and Morgan Stanley & Co. LLC as representative of the underwriters.

Rhea-AI Filing Summary

Rithm Capital Corp. filed a Form 8-K reporting a material event: Exhibit 1.1 is an Underwriting Agreement dated September 18, 2025 between Rithm Capital Corp. and Morgan Stanley & Co. LLC as representative of the underwriters. The filing identifies the company’s listed securities and trading symbols, including common stock (RITM) and several series of preferred stock. The report provides the exhibit reference but does not disclose the size, pricing, or purpose of any securities offering within the visible text. As presented, the filing notifies investors that an underwriting arrangement exists but leaves key transactional details unspecified in the disclosed excerpt.

Positive

• Underwriting Agreement disclosed with Morgan Stanley & Co. LLC, indicating engagement with a major underwriter
• Formal 8-K filing provides transparency by attaching the underwriting agreement as an exhibit

Negative

• Key terms missing: the excerpt does not state offering size, pricing, or use of proceeds
• Investor impact unclear because material transaction details and timing are not included in the disclosed text

Insights

Capital Markets Analyst

Underwriting agreement disclosed; key deal terms not included.

The filing confirms an Underwriting Agreement (Sept 18, 2025) with Morgan Stanley & Co. LLC, which signals a planned securities transaction requiring underwriters. This is procedural confirmation that the company has engaged capital markets intermediaries.

Because the excerpt omits offering size, security type being offered, pricing, and use of proceeds, the immediate investor impact cannot be quantified from this document alone.

Corporate Disclosure Specialist

Disclosure meets exhibit filing but lacks transactional detail.

The document supplies the required exhibit reference (Exhibit 1.1) and identifies the underwriter, fulfilling a formal reporting step. However, material attributes investors expect—such as the amount being underwritten, whether the offering involves common or preferred shares for sale, and intended timing—are not present in the provided text.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Rithm Capital (RITM) disclose in the 8-K?

The 8-K discloses an Underwriting Agreement (Exhibit 1.1) dated September 18, 2025 between Rithm Capital Corp. and Morgan Stanley & Co. LLC.

Does the filing state the offering size or price?

No. The provided excerpt does not disclose the offering size, pricing, or the use of proceeds.

Which securities and tickers are listed in the 8-K?

The filing lists the company’s securities and trading symbols: common stock RITM and preferred series RITM PR A, RITM PR B, RITM PR C, and RITM PR D.

Who is the representative underwriter named in the agreement?

The agreement names Morgan Stanley & Co. LLC as the representative of the several underwriters.

Is the 8-K sufficient to assess investor impact?

No. While the 8-K confirms an underwriting arrangement, it does not provide the material transaction details needed to assess investor impact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/19/2025 - 04:30 PM Learn about SEC filing dates

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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 18, 2025

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

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

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

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):

☐
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 1.01. Entry into a Material Definitive Agreement.

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.

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

No.		Description
1.1		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.
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 19, 2025