Rithm Capital (NYSE: RITM) issues $500M 8.500% senior notes due 2031

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rithm Capital Corp. closed a private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due June 1, 2031. These notes rank equally with Rithm’s other senior unsecured debt and ahead of any subordinated obligations, but are effectively junior to secured debt and structurally junior to liabilities and preferred stock of non‑guarantor subsidiaries.

The notes pay interest at 8.500% per year, with semi-annual payments on June 1 and December 1, starting December 1, 2026. The indenture restricts certain additional borrowings and requires Total Unencumbered Assets of at least 120% of aggregate Unsecured Indebtedness. Holders can require repurchase at 101% plus interest upon a Change of Control or Mortgage Business Triggering Event. Rithm may redeem the notes at a make-whole premium before June 1, 2028, at step-down prices from 104.250% to 100.000% afterward, and may redeem up to 40% at 108.500% using proceeds from qualifying equity offerings. The notes were issued in an unregistered private transaction, and Rithm intends to use net proceeds for general corporate purposes, which may include repaying certain indebtedness.

Insights

$500M 8.5% notes add fixed-rate debt with covenant guardrails.

Rithm Capital has added $500 million of 8.500% senior unsecured notes due 2031. This locks in relatively high-cost fixed-rate funding but extends debt maturity and diversifies its capital structure away from shorter-term instruments.

The indenture requires Total Unencumbered Assets of at least 120% of aggregate Unsecured Indebtedness, and limits additional indebtedness through Permitted Indebtedness baskets. These structural protections can help maintain asset coverage for unsecured creditors, though actual leverage levels are not detailed here.

Change of Control and Mortgage Business Triggering Event put options at 101% plus interest give noteholders downside protection if ownership or the mortgage business profile shifts. Redemption features, including equity-funded redemptions at 108.500% before 2028, provide flexibility for the company to refinance if conditions become more favorable.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Notes principal amount: $500 million Coupon rate: 8.500% per annum Maturity date: June 1, 2031 +5 more

8 metrics

Notes principal amount $500 million Aggregate principal of 8.500% senior unsecured notes due 2031

Coupon rate 8.500% per annum Interest rate on 2031 senior notes

Maturity date June 1, 2031 Final maturity of 2031 senior notes

First interest payment December 1, 2026 First semi-annual coupon payment date

Asset coverage covenant 120% of Unsecured Indebtedness Required Total Unencumbered Assets level

Call price from June 1, 2028 104.250% of principal Redemption price starting June 1, 2028

Call price from June 1, 2029 102.125% of principal Redemption price starting June 1, 2029

Equity-funded redemption price 108.500% of principal Up to 40% of notes using equity proceeds on or before June 1, 2028

Key Terms

8.500% senior unsecured notes due 2031, Total Unencumbered Assets, Unsecured Indebtedness, Change of Control, +2 more

6 terms

8.500% senior unsecured notes due 2031 financial

"private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031"

Total Unencumbered Assets financial

"requires that the Company maintain Total Unencumbered Assets of not less than 120% of the aggregate principal amount"

Unsecured Indebtedness financial

"120% of the aggregate principal amount of the outstanding Unsecured Indebtedness of the Company and its subsidiaries"

Change of Control financial

"In the event of a Change of Control or Mortgage Business Triggering Event"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Mortgage Business Triggering Event financial

"In the event of a Change of Control or Mortgage Business Triggering Event"

make-whole premium financial

"may redeem some or all of the 2031 Senior Notes at a redemption price ... plus a "make-whole" premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Understanding 8-K Material Events →

05/14/2026 - 04:48 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 14, 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
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 1.01. Entry into a Material Definitive Agreement.

On May 14, 2026, Rithm Capital Corp. (the “Company”) closed its previously announced private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 (the “2031 Senior Notes”). The 2031 Senior Notes were issued pursuant to an indenture, dated as of May 14, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture and the form of the 2031 Senior Notes as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

The 2031 Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with all existing and future senior unsecured indebtedness of the Company and senior in right of payment to all of the existing and future subordinated indebtedness of the Company. The 2031 Senior Notes are effectively subordinated to all existing and future secured obligations of the Company to the extent of the value of the assets securing such obligations, and are structurally subordinated to the liabilities and preferred stock of each subsidiary of the Company that does not guarantee the 2031 Senior Notes. The 2031 Senior Notes are not guaranteed initially by any of the Company’s subsidiaries or any third party.

The 2031 Senior Notes will bear interest at a rate of 8.500% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026, to persons who are registered holders of the 2031 Senior Notes on the immediately preceding May 15 and November 15, respectively.

Among other things, the Indenture limits the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions of Permitted Indebtedness (as defined in the Indenture)), requires that the Company maintain Total Unencumbered Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness (as defined in the Indenture) of the Company and its subsidiaries and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case subject to certain qualifications set forth in the Indenture.

In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the Indenture), each holder of the 2031 Senior Notes will have the right to require the Company to repurchase all or any part of that holder’s 2031 Senior Notes at a purchase price of 101% of the principal amount of the 2031 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

The 2031 Senior Notes will mature on June 1, 2031. Prior to June 1, 2028, the Company may redeem some or all of the 2031 Senior Notes at a redemption price equal to 100% of the principal amount of the 2031 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, plus a “make-whole” premium. On or after June 1, 2028, the Company may redeem some or all of the 2031 Senior Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 104.250% beginning on June 1, 2028, (ii) 102.125% beginning on June 1, 2029 and (iii) 100.000% beginning on June 1, 2030 and thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time on or prior to June 1, 2028, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes using net proceeds from certain equity offerings at a redemption price equal to 108.500% of the principal amount of the 2031 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The foregoing descriptions of the Indenture and the 2031 Senior Notes do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full texts of the Indenture and the form of the 2031 Senior Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

The 2031 Senior Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment of certain indebtedness.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

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

No.		Description
4.1		Indenture, dated May 14, 2026, between Rithm Capital Corp. and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of Rithm Capital Corp.’s 8.500% senior unsecured notes due 2031 (included in Exhibit 4.1 hereto).
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: May 14, 2026

	Rithm Capital Corp.

	/s/ Nicola Santoro, Jr.
	Nicola Santoro, Jr.
	Chief Financial Officer and Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Rithm Capital (RITM) announce in this 8-K filing?

Rithm Capital closed a private offering of $500 million 8.500% senior unsecured notes due June 1, 2031. These notes pay semi-annual interest and add long-term fixed-rate debt the company can use for general corporate purposes, including potential repayment of existing borrowings.

What are the key terms of Rithm Capital’s 8.500% senior unsecured notes due 2031?

The notes have a $500 million aggregate principal amount, a fixed 8.500% annual coupon, and mature on June 1, 2031. Interest is paid semi-annually on June 1 and December 1, starting December 1, 2026, to holders of record on May 15 and November 15.

How can Rithm Capital redeem the new 2031 senior notes?

Before June 1, 2028, Rithm may redeem the notes at 100% of principal plus interest and a make-whole premium. After that, call prices step down from 104.250% in 2028 to 100.000% from June 1, 2030 onward, plus accrued interest.

What investor protections are included with Rithm’s 2031 senior notes?

If a Change of Control or Mortgage Business Triggering Event occurs, each holder can require Rithm to repurchase notes at 101% of principal plus accrued interest. The indenture also limits additional indebtedness and requires Total Unencumbered Assets of at least 120% of Unsecured Indebtedness.

How will Rithm Capital use proceeds from the $500 million notes offering?

Rithm intends to use the net proceeds for general corporate purposes, which may include repaying certain indebtedness. This gives the company flexibility to manage its balance sheet, refinance existing obligations, or support other corporate needs as opportunities arise.

Are Rithm Capital’s 8.500% 2031 notes registered under the Securities Act?

No, the 2031 senior notes were sold in a private offering and are not registered under the Securities Act of 1933 or state securities laws. They cannot be publicly offered or sold in the United States without registration or a valid exemption from registration requirements.

Filing Exhibits & Attachments

5 documents

Rithm Capital (NYSE: RITM) issues $500M 8.500% senior notes due 2031

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