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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.
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.
Rithm Capital Corp. is issuing a new Series F fixed‑rate reset cumulative redeemable preferred stock as a primary capital raise. The shares carry a liquidation preference of $25.00 per share, pay cumulative quarterly cash dividends starting on May 15, 2026, and switch from an initial fixed rate to a reset rate tied to the five‑year U.S. Treasury after February 15, 2031.
The Series F preferred ranks senior to common stock and on parity with Rithm’s existing Series A–E preferred shares, and is effectively junior to all debt and subsidiary liabilities, which totaled about $38.3 billion as of September 30, 2025. The stock is perpetual, redeemable at Rithm’s option at $25.00 per share plus unpaid dividends on or after February 15, 2031, and includes special redemption and conversion features upon a Change of Control.
Rithm intends to list the Series F preferred on the NYSE under “RITM PR F” and use the net proceeds for investments and general corporate purposes. The company highlights recent strategic growth, including the approximately $1.8 billion acquisition of Paramount and the approximately $324.7 million acquisition of Crestline, which expand its commercial real estate and asset‑management platforms.
Rithm Capital Corp. director William Dean Addas received a stock grant of 11,486 common shares on January 6, 2026 as compensation for board service. The filing reports the shares at a form price of $0.00 because they were issued as equity compensation rather than purchased for cash. According to the footnote, the grant was made under the company’s Omnibus Incentive Plan and terms set by the Board of Directors, using a closing stock price of $10.90 on December 31, 2025 to value the award. Following this grant, Addas beneficially owns 28,791 shares of Rithm Capital common stock, held directly.
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.
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.
Rithm Capital Corp. (RITM) reported an insider equity transaction by its Chief Legal Officer. On 11/14/2025, the officer exercised 19,285 Class B Profits Units of Rithm Capital Management LLC into 19,285 shares of common stock at an exercise price of $0 per share, then sold all 19,285 common shares at $11.105 per share, leaving no directly held common stock after the sale. Following these transactions, the officer continued to hold 21,025 Class B Profits Units, which are exchangeable into common stock on a one-for-one basis once vesting and profit allocation conditions under the long-term incentive plan are met.
Rithm Capital Corp. filed a Form 13F combination holdings report that lists 32 Section 13(f) positions with a reported aggregate market value of $49,446,723. The report was signed by David Zeiden, Chief Legal Officer on 11-14-2025. The filing notes separate reporting for Sculptor Capital entities and states that Sculptor exercises investment discretion independently from Rithm’s non-Sculptor subsidiaries.
Rithm Capital Corp. (RITM) director and Chief Executive Officer Michael Nierenberg reported a sale of 301,548 shares of common stock on November 5, 2025, coded “S,” at a weighted average price of $10.9969. The transaction was executed by a trust for his daughter, which held 0 shares after the sale. The shares were sold in multiple trades ranging from $10.9950 to $11.0050.
Following the reported transaction, he reported additional beneficial holdings: 999,147 shares direct; 56,287 by trust for children; 301,548 by trust for son; 130,458 by 2019 GRAT; 23,850 as custodian for daughter; and 24,400 as custodian for son.
RITM: A Form 144 notice discloses a proposed sale of up to 301,548 shares of common stock through J.P. Morgan Securities LLC. The filing cites an aggregate market value of $3,314,012 and lists the NYSE as the exchange, with an approximate sale date of November 5, 2025. Form 144 is a notice of intent; actual sales may differ.
Context: Shares outstanding are reported as 554,196,670; this is a baseline figure, not the amount being sold. The shares were acquired via grant on December 22, 2020, with the prior holder noted as Michael Nierendberg (who acquired on August 31, 2016).