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Rithm Capital Corp. 8-K Filings

RITM NYSE

Every 8-K that Rithm Capital Corp. (RITM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow RITM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RITM filings page.

Rhea-AI Summary

Rithm Capital Corp. reported second-quarter 2026 GAAP net income of $20.2 million, or $0.04 per diluted share, down from $67.8 million, or $0.12, in the prior quarter. Non‑GAAP earnings available for distribution rose to $338.9 million, or $0.60 per diluted share, from $289.6 million, or $0.51. The company declared a common dividend of $0.25 per share, totaling $139.6 million, and reported book value per common share of $12.33.

The asset management platform reached $61 billion in AUM on $1.9 billion of gross inflows, with asset management revenue increasing to about $141 million from approximately $105 million. Newrez generated pre‑tax operating income of $307.6 million and a 22% annualized operating ROE, with total servicing unpaid principal balance of $865.2 billion. Genesis originated $1.9 billion of residential transitional loans, a 52% year‑over‑year increase, and expanded its sponsor base by 125, a 46% YoY rise. Commercial real estate subsidiary Elecor reported year‑to‑date leasing of 681,000 square feet, at rents 32% higher in New York City and 1% higher in San Francisco compared to 2025.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

Rithm Capital Corp. plans a private offering of $500 million aggregate principal amount of senior unsecured notes due 2031. These notes are intended to raise capital that the company may use for general corporate purposes, including repaying certain existing indebtedness.

The notes will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S. They will not be registered under U.S. or other securities laws, and this communication does not constitute an offer or solicitation to buy or sell the notes.

Rhea-AI Summary

Rithm Capital Corp. reported first-quarter 2026 results with GAAP net income of $67.8 million, or $0.12 per diluted share, and earnings available for distribution of $289.6 million, or $0.51 per diluted share. The company maintained a common dividend of $0.25 per share, totaling $139.6 million, and book value per common share of $12.51.

Newrez, the mortgage origination and servicing platform, delivered pre-tax operating income of $273.7 million and a 19% annualized operating ROE on $5.7 billion of segment equity, with servicing UPB reaching $850 billion. Genesis Capital’s residential transitional lending volume grew to $1.6 billion, an 80% year-over-year increase, while the asset management platform reached about $59 billion in AUM, supported by the Crestline acquisition and fundraising.

The commercial real estate platform, rebranded as Elecor Properties, saw continued leasing momentum, including higher New York City occupancy and over 350,000 square feet of new leases. Consolidated revenues were $1.38 billion and income before income taxes was $154.2 million, reflecting diversified contributions across origination and servicing, asset management, investment portfolio, lending, and commercial real estate.

Rhea-AI Summary

Rithm Capital Corp. filed an amended current report to add detailed financial information for its acquisition of Paramount Group. The filing includes Paramount’s historical financial statements and unaudited pro forma combined results showing how Rithm would have performed if the merger had occurred on January 1, 2024.

Rithm acquired Paramount on December 19, 2025 for a total purchase price of approximately $1.8 billion, paid in cash at $6.60 per Paramount share and per operating partnership unit. The transaction is treated as an asset acquisition, with the purchase price allocated to identifiable assets and no goodwill recognized.

For the nine months ended September 30, 2025, pro forma combined revenue is $3.88 billion and net income attributable to common stockholders is $458.4 million, or $0.86 basic EPS, compared with Rithm’s historical $514.1 million, or $0.97. For full-year 2024, pro forma combined revenue is $6.02 billion and net income attributable to common stockholders is $772.1 million, or $1.56 basic EPS, versus Rithm’s historical $835.0 million, or $1.69. Consideration was funded with cash on hand and a $50 million equity investment from Rithm Property Trust Inc.

Rhea-AI Summary

Rithm Capital Corp. furnished a press release announcing its results for the fiscal quarter and full year ended December 31, 2025. The press release, dated February 3, 2026, is attached as Exhibit 99.1 and is incorporated solely for Item 2.02, covering results of operations and financial condition.

The company notes that this press release is being furnished, not filed, under the Exchange Act, which limits its use for certain legal purposes and incorporation by reference into other securities law filings unless expressly stated.

Rhea-AI Summary

Rithm Capital Corp. approved a new class of preferred shares by filing a Certificate of Designations for 11,500,000 shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, each with a $25.00 per share liquidation preference. These preferred shares rank senior to the common stock for dividends and liquidation payments.

Dividends will be paid quarterly, when declared, at a fixed rate of 8.750% per annum from January 21, 2026 through February 14, 2031. From February 15, 2031 onward, the dividend resets every five years to the then-current five-year U.S. Treasury rate plus 5.009%. The Series F shares are not redeemable before February 15, 2031 except in limited REIT-protection situations or upon a Change of Control, after which the company may redeem them at $25.00 per share plus unpaid dividends.

If a Change of Control occurs, holders may have the right to convert their preferred shares into common stock based on a formula, subject to conditions in the Certificate of Designations. The shares have no maturity, no sinking fund, and generally no voting rights, except in limited cases such as prolonged dividend non-payment, and include ownership limits intended to preserve Rithm’s REIT status.

Rhea-AI 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.

Rhea-AI Summary

Rithm Capital Corp. completed its previously agreed acquisition of Paramount Group, Inc. through a two-step merger structure involving Paramount and its operating partnership.

In the partnership merger, each outstanding common unit of Paramount Group Operating Partnership LP was converted into cash based on the applicable conversion factor multiplied by $6.60 per unit. In the company merger, each share of Paramount common stock was cancelled and converted into the right to receive $6.60 in cash per share, without interest.

Paramount stock and units held by Rithm parties or acquired companies were retired for no consideration. Outstanding Paramount restricted shares were converted into the cash merger consideration, while Paramount stock options were cancelled for no payment. Operating partnership long-term incentive and performance units vested in full and were converted into units or cash, then cashed out at the merger terms. Rithm funded the transaction with cash on hand and a $50,000,000 equity investment from Rithm Property Trust Inc.

Rhea-AI Summary

Rithm Capital Corp. announced that it has completed its previously announced acquisition of Crestline Management, L.P. The deal’s closing was disclosed in a press release dated December 1, 2025, which Rithm furnished to the market. Crestline is an investment management firm, so bringing it under Rithm’s umbrella is intended to expand Rithm’s asset management platform and diversify its business mix beyond traditional mortgage and real estate-related activities.

The announcement does not include financial terms or performance targets for the combination, but it confirms that the transaction is now finished rather than just planned. Investors can look to the accompanying press release for more detail on how Crestline will be integrated into Rithm’s operations and strategy.

Rhea-AI Summary

Rithm Capital Corp. furnished an 8-K announcing results for its fiscal quarter ended September 30, 2025. The company attached a press release as Exhibit 99.1 to provide the details.

The press release is being furnished, not filed, and therefore is not subject to liabilities under Section 18 of the Exchange Act, nor is it incorporated by reference into other filings unless expressly stated.

Rhea-AI 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.

Rhea-AI Summary

Rithm Capital Corp. disclosed an agreement to sell common stock through an at-the-market distribution program and filed related legal opinions and consents. The filing lists a Distribution Agreement with sales agents and an opinion from counsel confirming the ATM prospectus supplement, plus counsel's consent as an exhibit. The company also identifies its common stock and four series of cumulative redeemable preferred stock with stated fixed-to-floating rates.

Rhea-AI Summary

Rithm Capital Corp. filed a Form 8-K reporting a material event: Exhibit 1.1 is an Underwriting Agreement dated September 18, 2025 between Rithm Capital Corp. and Morgan Stanley & Co. LLC as representative of the underwriters. The filing identifies the company’s listed securities and trading symbols, including common stock (RITM) and several series of preferred stock. The report provides the exhibit reference but does not disclose the size, pricing, or purpose of any securities offering within the visible text. As presented, the filing notifies investors that an underwriting arrangement exists but leaves key transactional details unspecified in the disclosed excerpt.

Rhea-AI Summary

Rithm Capital entered into a definitive merger agreement to acquire Paramount Group through a two-step merger structure that will make Paramount and its operating partnership wholly owned subsidiaries of Rithm. In the first step, Rithm-owned Panorama Operating Merger Sub LP will merge into Paramount Group Operating Partnership LP with the partnership surviving, and each outstanding Operating Partnership common unit (other than units held by the parties to the transaction) will be canceled and converted into cash equal to the applicable conversion factor multiplied by $6.60 per unit.

In the second step, Paramount will merge into Rithm's Panorama REIT Merger Sub with the surviving entity becoming a Rithm subsidiary, and each outstanding share of Paramount common stock (other than shares held by the parties to the transaction) will be canceled and converted into $6.60 cash per share. Outstanding Paramount options will be canceled for no consideration and restricted stock will be cashed out at $6.60 per share, subject to tax withholding.

Rhea-AI Summary

Rithm Capital Corp. filed a current report describing that on September 4, 2025 it issued a press release announcing it had entered into a definitive agreement to acquire Crestline Management L.P. The report states that the press release is provided as Exhibit 99.1 and is incorporated by reference into Item 7.01.

The company explains that the press release information is being furnished, not filed, under Regulation FD, meaning it is not automatically incorporated into other securities law filings unless specifically referenced there. Rithm also notes that providing this information does not represent a determination that it is material or complete for investment decisions.

Rhea-AI Summary

Form 8-K – Item 2.02: On 28 Jul 2025 Rithm Capital Corp. (NYSE: RITM) furnished a press release announcing results for the quarter ended 30 Jun 2025. The earnings announcement is provided as Exhibit 99.1 and is being furnished, not filed, which limits the Company’s liability under Exchange Act §18 and prevents automatic incorporation by reference into Securities Act filings. Aside from listing the Company’s common and preferred shares traded on NYSE, the filing contains no revenue, EPS, guidance, or other quantitative data. No additional material events, transactions, or changes in corporate governance are disclosed.

Rhea-AI Summary

Rithm Capital Corp has closed a private offering of $500 million in senior unsecured notes due 2030, with an interest rate of 8.000%. The notes, issued on June 20, 2025, will pay interest semi-annually starting January 15, 2026.

Key features of the 2030 Senior Notes include:

  • Maturity date: July 15, 2030
  • Senior unsecured obligations ranking equal to existing senior unsecured debt
  • Requirement to maintain Total Unencumbered Assets of at least 120% of outstanding Unsecured Indebtedness
  • Early redemption options with varying premiums starting July 15, 2027

The company plans to use the proceeds to redeem its outstanding 6.250% Senior Notes due 2025, with remaining funds allocated for general corporate purposes. A redemption notice for the 2025 Notes was issued on June 17, 2025, with redemption scheduled for July 2, 2025.