[8-K] Rithm Capital Corp. Reports Material Event

Rhea-AI Filing Summary

Rithm Capital Corp. filed an 8-K on September 25, 2025 to report the designation and related materials for a new class of preferred stock. The filing states the Company created an 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock and incorporates by reference the Certificate of Designations and the form of certificate filed on its Form 8-A the same day. The filing also includes a legal opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP and notes the Inline XBRL cover page tags are embedded. The report is signed by Nicola Santoro, Jr., Chief Financial Officer and Chief Accounting Officer.

Positive

• Designation of a new 8.750% Series E preferred stock was formally filed and incorporated by reference.
• Legal opinion and consent from Skadden are included, supporting the legal validity of the documents filed.
• Inline XBRL tags embedded on the cover page, ensuring machine-readable filing compliance.

Negative

• None.

Insights

Securities Analyst

TL;DR: The company formally established a new 8.750% Series E preferred security and filed the required documentation and counsel opinion.

The filing documents the creation and formal designation of a new fixed-rate cumulative preferred series carrying an 8.750% dividend rate and provides the operative documents via incorporation by reference to the contemporaneous Form 8-A exhibits. Inclusion of counsel's opinion and consent is standard for such capital-raising instruments and supports the legal sufficiency of the issuance terms. The filing does not disclose offering size, use of proceeds, or listing details beyond ticker references for existing preferred series.

Corporate Governance Expert

TL;DR: Governance paperwork and counsel sign-off filed; material terms appear established but transactional specifics are not disclosed in this 8-K.

The 8-K functions as a notice of designation and attaches boilerplate governance exhibits: the Certificate of Designations and certificate form, plus counsel opinion and consent. This satisfies disclosure obligations for the creation of a new preferred series, but the filing omits critical transactional details such as aggregate shares authorized, issuance schedule, underwriting arrangements, or amendments to charter beyond the designation reference. Investors must consult the referenced Form 8-A exhibits for the actual terms.

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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 25, 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))

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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 3.03. Material Modifications to Rights of Security Holders.

On September 25, 2025, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 8,740,000 shares of the Company’s authorized preferred stock as the 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (“Series E Preferred Stock”), with the powers, designations, preferences and other rights as set forth therein. The Certificate of Designations became effective upon filing on September 25, 2025.

The Certificate of Designations provides that the Company will pay, when, as and if declared by the Company’s board of directors, out of funds legally available for the payment of dividends, quarterly cumulative cash dividends on the Series E Preferred Stock, in arrears, on or about the 15th day of each February, May, August and November (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day) from, and including, September 25, 2025, at a fixed rate of 8.750% per annum.

The Series E Preferred Stock ranks senior to the Company’s common stock, with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company.

The Series E Preferred Stock will not be redeemable before November 15, 2030, except under certain limited circumstances intended to preserve the Company’s qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Certificate of Designations). On or after November 15, 2030, the Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series E Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date, without interest.

Upon the occurrence of a Change of Control, the Company may, as its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series E Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date, without interest. The Series E Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control by the holders of Series E Preferred Stock.

Upon the occurrence of a Change of Control, each holder of Series E Preferred Stock will have the right (subject to the Company’s election to redeem the Series E Preferred Stock, in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Certificate of Designations)) to convert some or all of the Series E Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company’s common stock per share of Series E Preferred Stock determined by formula, in each case, on the terms and subject to the conditions described in the Certificate of Designations, including provisions for the receipt, under specified circumstances, of alternative consideration.

There are restrictions on ownership of the Series E Preferred Stock intended to preserve the Company’s qualification as a REIT. Holders of Series E Preferred Stock generally have no voting rights, but have limited voting rights if the Company fails to pay dividends for six or more full quarterly dividend periods (whether or not consecutive) and under certain other circumstances.

The foregoing description of the terms of the Series E Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.9 to the Company’s Form 8-A filed on September 25, 2025 and is incorporated herein by reference. A copy of the form of a certificate representing Series E Preferred Stock is filed as Exhibit 4.1 to the Company’s Form 8-A filed on September 25, 2025 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

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

No.		Description
3.1		Certificate of Designations of Rithm Capital Corp., designating the Company’s 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (filed with the SEC as Exhibit 3.9 on Form 8-A filed on September 25, 2025 and incorporated herein by reference).
4.1		Form of certificate representing the 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock of Rithm Capital Corp. (filed with the SEC as Exhibit 4.1 on Form 8-A on September 25, 2025 and incorporated herein by reference).
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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.

SIGNATURES

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.

Date: September 25, 2025
	RITHM CAPITAL CORP.
	By:	/s/ Nicola Santoro, Jr.
		Nicola Santoro, Jr.
		Chief Financial Officer and Chief Accounting Officer

FAQ

What new security did RITM file in the 8-K?

The company designated an 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock and filed the Certificate of Designations and form of certificate.

Does the 8-K include a legal opinion for the Series E filing?

Yes. The filing includes an opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP.

Are the operative documents for Series E provided in the 8-K?

The 8-K incorporates by reference the Certificate of Designations and the form of certificate filed on the Form 8-A dated September 25, 2025.

Who signed the 8-K for Rithm Capital Corp.?

The report is signed by Nicola Santoro, Jr., Chief Financial Officer and Chief Accounting Officer.

Does the 8-K disclose the number of shares or offering size for Series E?

No. The 8-K does not disclose aggregate share count, offering size, or use of proceeds.