Rithm Capital (NYSE: RITM) to sell 10M Series F preferred shares

Rhea-AI Filing Summary

Rithm Capital Corp. entered into an underwriting agreement to sell 10,000,000 shares of its 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, each with a $25.00 liquidation preference. The company also granted the underwriters a 30-day option to buy up to an additional 1,500,000 Series F preferred shares. The offering is being made under an automatic shelf registration statement, with closing expected on January 21, 2026, subject to customary conditions.

Rithm Capital plans to use the net proceeds from this preferred stock offering for investments and general corporate purposes. The underwriting agreement includes customary representations, warranties, closing conditions, and indemnification and contribution provisions in favor of the underwriters, who have existing and potential future business relationships with the company and its affiliates.

Insights

Capital markets and REIT financing analyst

Rithm raises capital via new 8.750% Series F preferred issue.

Rithm Capital Corp. has agreed to sell 10,000,000 shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, with a liquidation preference of $25.00 per share. The deal includes a 30-day option for underwriters to purchase up to an additional 1,500,000 shares, providing flexibility to increase the size if investor demand is strong. The transaction is structured through an underwriting agreement with Morgan Stanley & Co. LLC as representative of the underwriters.

The preferred stock offering is made off an automatic shelf registration on Form S-3, and closing is expected on January 21, 2026, subject to customary conditions. The company states it intends to use the net proceeds for investments and general corporate purposes, which can include expanding its portfolio or supporting its balance sheet. Indemnification and contribution provisions, along with standard representations, warranties and conditions, align with typical market practice for this type of capital raise.

The filing notes that certain underwriters and their affiliates provide various financial and agency services to Rithm and may sell assets to the company from time to time. Actual impact will depend on final take-up of the base 10,000,000 shares and any exercise of the additional 1,500,000 share option, as well as how effectively the company deploys the new capital following the expected closing on January 21, 2026.

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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): January 13, 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

(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

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 January 13, 2026, 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 10,000,000 shares of the Company’s 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series F Preferred Stock”). In connection with the offering, the Company has granted the Underwriters an option for 30 days to purchase up to an additional 1,500,000 shares of the Series F Preferred Stock. The shares of the Series F Preferred Stock are being sold pursuant to a prospectus supplement, dated January 13, 2026, 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 January 21, 2026, 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 January 13, 2026, 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: January 14, 2026

FAQ

What capital raising action did Rithm Capital (RITM) disclose in this 8-K?

Rithm Capital disclosed that it entered into an underwriting agreement to sell 10,000,000 shares of its 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, with an option for underwriters to buy up to an additional 1,500,000 shares.

What are the key terms of Rithm Capital's 8.750% Series F preferred stock?

The Series F preferred stock carries an 8.750% fixed-rate reset cumulative dividend, is redeemable, and has a par value of $0.01 per share with a liquidation preference of $25.00 per share.

When is the Rithm Capital Series F preferred offering expected to close?

The offering of the 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock is expected to close on January 21, 2026, subject to the conditions in the underwriting agreement.

How does Rithm Capital (RITM) plan to use the net proceeds from the Series F preferred offering?

Rithm Capital states that it intends to use the net proceeds from the Series F preferred stock offering for investments and general corporate purposes.

Which firm is leading the underwriting for Rithm Capital's Series F preferred stock?

Morgan Stanley & Co. LLC is acting as the representative of the several underwriters under the underwriting agreement with Rithm Capital for the Series F preferred stock offering.

Under what registration statement is Rithm Capital's Series F preferred being offered?

The Series F preferred shares are being sold pursuant to a prospectus supplement dated January 13, 2026 and a related prospectus dated August 1, 2025, both relating to Rithm Capital's automatic shelf registration statement on Form S-3