Every 8-K that RITHM CAPITAL CORP PFD E (RITMP) 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 RITMP 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 RITMP filings page.
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.
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.
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.
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.
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.
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.
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.
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. 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. 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.