Rithm Capital (NYSE: RITM) prices $500M 8.5% senior unsecured notes
Rhea-AI Filing Summary
Rithm Capital Corp. is issuing $500 million of 8.500% senior unsecured notes due 2031 in a private offering to institutional and non-U.S. investors. The offering is expected to close on May 14, 2026, subject to customary conditions.
Rithm plans to use the net proceeds for general corporate purposes, which may include repaying existing debt. The notes will not be registered under U.S. or other securities laws and will have no registration or exchange offer rights, limiting sales to qualified institutional buyers and certain offshore purchasers.
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Insights
Rithm adds $500M of fixed-rate debt via a private 2031 notes offering.
Rithm Capital has priced $500 million of 8.500% senior unsecured notes due 2031. These notes rank as unsecured obligations and carry a fixed coupon, locking in the company’s borrowing cost on this tranche for roughly five years from the 2026 issue date.
The company states that net proceeds are for general corporate purposes, which may include repayment of existing indebtedness. If used to refinance higher-cost or shorter-maturity debt, this could smooth its maturity profile, though the filing does not quantify any specific repayment.
The notes are offered under Rule 144A and Regulation S to institutional and offshore investors and have no registration rights, so trading will remain in private markets. Actual leverage impact and interest burden will become clearer in subsequent financial statements that incorporate this new 8.500% coupon debt.
8-K Event Classification
Key Figures
Key Terms
senior unsecured notes financial
Rule 144A regulatory
Regulation S regulatory
general corporate purposes financial
registration rights 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
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| Item 8.01 | Other Events. |
On May 12, 2026, Rithm Capital Corp. (“Rithm” or the “Company”) issued a press release announcing the pricing of a private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 (the “2031 Senior Notes,” and such offering, the “Senior Notes Offering”). The Senior Notes Offering is expected to close on May 14, 2026, subject to customary closing conditions. 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 are being 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 are not 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 12, 2026, announcing pricing 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 12, 2026 |
Exhibit 99.1
Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes
NEW YORK — (BUSINESS WIRE) — May 12, 2026 — Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it has priced its previously announced offering of $500 million aggregate principal amount of 8.500% 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 will not have any registration rights.
The offering is expected to close on May 14, 2026, subject to customary closing conditions.
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 ability to complete the offering, the intended use of proceeds of the offering and the expected closing date 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