Rithm Capital (NYSE: RITM) shareholders approve larger equity incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rithm Capital Corp. reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved the First Amendment to the 2023 Omnibus Incentive Plan, increasing the shares of common stock reserved for equity awards by 35,000,000 to 69,240,000 shares, less one share for every award granted under the plan between April 1, 2026 and the meeting date.

Two Class I directors, including David Saltzman and William D. Addas, were elected, and stockholders also approved, on a non-binding advisory basis, the compensation of named executive officers and ratified the appointment of the independent registered public accounting firm. No other matters were considered.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Additional plan shares: 35,000,000 shares Total plan reserve: 69,240,000 shares Say-on-pay votes for: 191,163,402 votes +5 more

8 metrics

Additional plan shares 35,000,000 shares Increase in shares reserved under 2023 Omnibus Incentive Plan

Total plan reserve 69,240,000 shares Total common shares reserved under 2023 Omnibus Incentive Plan after amendment

Say-on-pay votes for 191,163,402 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 32,850,187 votes Advisory vote opposing named executive officer compensation

Auditor ratification votes for 368,163,966 votes Ratification of independent registered public accounting firm

Auditor ratification votes against 3,268,629 votes Votes opposing auditor ratification

Abstentions on auditor ratification 3,906,816 votes Abstaining votes on ratification of independent auditor

Broker non-votes on say-on-pay 146,946,021 votes Broker non-votes on executive compensation advisory proposal

Key Terms

2023 Omnibus Incentive Plan, broker non-votes, non-binding advisory basis, independent registered public accounting firm, +1 more

5 terms

2023 Omnibus Incentive Plan financial

"First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan"

broker non-votes financial

"Broker non-votes are instances where a broker holding shares of record"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"the approval (on a non-binding advisory basis) of the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"the ratification of the appointment of the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/21/2026 - 04:15 PM

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): May 21, 2026

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

N/A

(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
8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock	RITM PR E	New York Stock Exchange
8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock	RITM PR F	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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rithm Capital Corp. (the “Company”), the Company’s stockholders approved the First Amendment (the “First Amendment”) to the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock, par value $0.01, of the Company reserved for issuance under the 2023 Plan by 35,000,000 shares to 69,240,000 shares, less one share for every share subject to an award granted under the 2023 Plan on or after April 1, 2026 and prior to the Annual Meeting. The First Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors.

A summary description of the material terms of the First Amendment was included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission on April 9, 2026, in connection with the Annual Meeting. The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment, which is attached as Annex B to the Definitive Proxy Statement and is filed as Exhibit 10.1 to this report.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders of the Company voted on the matters described below.

The Company’s stockholders elected two Class I directors, who comprise all the directors of such class, to serve until the 2029 Annual Meeting of Stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such directors, withheld voting for such directors and represented broker non-votes with respect to this proposal are summarized in the table below.

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes^*
David Saltzman	200,196,253	28,197,137	146,946,021
William D. Addas	219,162,505	9,230,885	146,946,021

The Company’s stockholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.

Votes For		Votes Against		Abstentions
368,163,966		3,268,629		3,906,816

The Company’s stockholders approved (on a non-binding advisory basis) the compensation of the Company’s named executive officers as described in the Company’s Definitive Proxy Statement. The numbers of shares that voted for, against, abstained from voting and represented broker non-votes with respect to this proposal are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes*
191,163,402		32,850,187		4,379,801		146,946,021

4.	The Company’s stockholders approved the First Amendment. The numbers of shares that voted for, against, abstained from voting and represented broker non-votes with respect to this proposal are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes*
211,581,992		11,987,771		4,823,627		146,946,021

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the New York Stock Exchange (the “NYSE”) rules from voting on a particular matter. Under the NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions from the respective beneficial owners were not entitled to vote on (i) the election of two Class I directors, (ii) the approval (on a non-binding advisory basis) of the compensation of the Company’s named executive officers or (iii) the approval of the First Amendment. Brokers who did not receive instructions from the respective beneficial owners were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan
104		Cover Page Interactive Data File (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: May 21, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Rithm Capital (RITM) shareholders approve at the 2026 Annual Meeting?

Shareholders approved the First Amendment to the 2023 Omnibus Incentive Plan, expanding the pool of shares available for equity awards, and also approved director elections, say-on-pay, and auditor ratification, confirming the company’s existing governance and compensation structures for the coming period.

How many additional shares did Rithm Capital add to its 2023 Omnibus Incentive Plan?

The First Amendment increased the number of common shares reserved for issuance under the 2023 Omnibus Incentive Plan by 35,000,000, bringing the total to 69,240,000 shares, less one share for every award granted under the plan between April 1, 2026 and the Annual Meeting date.

Were Rithm Capital’s director nominees elected at the 2026 Annual Meeting?

Yes. Class I director nominees, including David Saltzman and William D. Addas, were elected. Each received substantially more votes “for” than “withheld,” with additional broker non-votes recorded, indicating broad shareholder support among those who submitted voting instructions.

How did Rithm Capital (RITM) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. The proposal received 191,163,402 votes for, 32,850,187 votes against, 4,379,801 abstentions, and 146,946,021 broker non-votes, indicating majority support among voting shareholders.

What were the vote results on Rithm Capital’s auditor ratification proposal?

The ratification of the appointment of the independent registered public accounting firm received 368,163,966 votes for, 3,268,629 votes against, and 3,906,816 abstentions. Broker non-votes do not apply to this routine matter, reflecting strong shareholder support for the selected auditor.

What are broker non-votes in Rithm Capital’s 2026 shareholder meeting results?

Broker non-votes occur when brokers holding shares in street name lack voting instructions on non-routine items. Under New York Stock Exchange rules, such brokers could not vote on director elections, say-on-pay, or the plan amendment but could vote on the auditor ratification proposal.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 5.1 KB