Rithm Capital Corp. SEC Filings

Rithm Capital Corp. filed a Form 13F combination report disclosing Section 13(f) holdings with a reported $10,262,836 total value across 1 information table entry, as shown on the Form 13F summary page. The report is signed by David Zeiden, Chief Legal Officer, on 09-29-2025.

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.

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.

Rithm Capital Corp. filed a prospectus supplement registering up to $750,000,000 of common stock for sale from time to time under a Distribution Agreement dated September 22, 2025, through multiple sales agents. Sales may be executed as negotiated or as at-the-market offerings on the NYSE (ticker RITM); the last reported sale price on September 19, 2025 was $12.11 per share. Each sales agent may receive commissions up to 2% of gross sales price.

The supplement discloses substantial risk factors, including business, credit, interest rate, regulatory, cybersecurity and integration risks related to pending acquisitions of Paramount and Crestline. It summarizes capital structure details (common and multiple series of preferred stock outstanding and senior unsecured notes issued in 2024 and 2025) and REIT tax considerations, including an IRS private letter ruling treating Excess MSRs as qualifying real estate assets.

Rithm Capital is offering 7,600,000 shares of 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference per share, representing an aggregate liquidation preference of $190,000,000, plus up to 1,140,000 additional shares via underwriter option. Dividends are cumulative at an annual fixed rate of 8.750% based on the $25.00 preference, payable quarterly beginning February 15, 2026, with an initial dividend of approximately $0.85069 per share. The Series E has no stated maturity and is not redeemable by Rithm prior to November 15, 2030 except in limited circumstances; on or after that date Rithm may redeem at $25.00 plus accrued dividends. Upon a defined Change of Control holders may convert shares into common stock at a conversion formula capped at 4.01284 shares per preferred share, subject to adjustments and ownership restrictions intended to preserve REIT status. Rithm intends to apply to list the Series E on the NYSE under the symbol "RITM PR E" and delivery is expected in book-entry form on or about September 25, 2025. The prospectus references risk factors and incorporated SEC filings for additional detail.

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.

Rithm Capital Corp. proposes a new series of perpetual preferred stock (Series E) with a $25.00 per share liquidation preference. Dividends are cumulative and payable quarterly beginning February 15, 2026, at a fixed annual rate stated in the prospectus supplement (the document provided contains placeholders for the exact rate and the number of shares offered). The Series E is not redeemable by the issuer prior to November 15, 2030 except in narrow tax-preservation or special circumstances; thereafter the company may redeem at $25.00 per share plus accumulated unpaid dividends. Upon a specified Change of Control, holders may convert Series E into common stock based on a formula tied to accumulated dividends and the Common Stock Price, subject to a stated Share Cap and adjustments. The shares are intended for listing on the NYSE under RITM PR E and are expected to be delivered in book-entry form through DTC and international depositories around a September settlement date referenced in the supplement. The prospectus discloses extensive risk factors, ownership transfer restrictions intended to preserve REIT status, limited voting rights for holders, underwriter stabilization and an overallotment option, and cross-references multiple SEC filings incorporated by reference.

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.

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.