Rithm Capital Corp. 10-K/A Filing

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Key Financial Figures

• $0.01 — nge on which registered: Common Stock, $0.01 par value per share RITM New York Stock
• $630.3 million — 3 for a purchase price of approximately $630.3 million (the "Sculptor Acquisition"). The Sculp
• $32.8 billion — management sector, adding approximately $32.8 billion of assets under management ("AUM") dive
• $720 million — , for a purchase price of approximately $720 million (the "Computershare Acquisition"). Thro
• $136 billion — business, which includes approximately $136 billion in unpaid principal balance ("UPB") of

Filing Documents

• nrz-20231231.htm (10-K/A) — 13580KB
• ritm-20231231ex41110xka.htm (EX-4.1) — 116KB
• ritm-20231231ex21110xka.htm (EX-21.1) — 225KB
• ritm-20231231ex23110xka.htm (EX-23.1) — 4KB
• ritm-20231231ex31110xka.htm (EX-31.1) — 13KB
• ritm-20231231ex31210xka.htm (EX-31.2) — 14KB
• ritm-20231231ex32110xka.htm (EX-32.1) — 5KB
• ritm-20231231ex32210xka.htm (EX-32.2) — 5KB
• ritm-20231231ex97110xka.htm (EX-97.1) — 32KB
• nrz-20231231_g1.jpg (GRAPHIC) — 196KB
• 0001556593-24-000027.txt ( ) — 69398KB
• nrz-20231231.xsd (EX-101.SCH) — 260KB
• nrz-20231231_cal.xml (EX-101.CAL) — 263KB
• nrz-20231231_def.xml (EX-101.DEF) — 1725KB
• nrz-20231231_lab.xml (EX-101.LAB) — 2012KB
• nrz-20231231_pre.xml (EX-101.PRE) — 2030KB
• nrz-20231231_htm.xml (XML) — 19615KB

- Item 1. Business

Part I - Item 1. Business

- Item 1A. Risk Factors

Part I - Item 1A. Risk Factors

- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

- Item 8. Consolidated Financial Statements

Part II - Item 8. Consolidated Financial Statements

- Item 9A. Controls and Procedures

Part II - Item 9A. Controls and Procedures

- Item 15. Exhibits; Financial Statement Schedules

Part IV - Item 15. Exhibits; Financial Statement Schedules This Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K, which continues to speak as of the date of the Original Form 10-K, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Form 10-K, except as otherwise disclosed in this Amendment. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY This Amendment contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Such forward-looking statements relate to, among other things, the operating performance of our investments, the stability of our earnings, our financing needs and the size and attractiveness of market opportunities. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "plan," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "project," "predict," "continue" or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations, cash flows or financial condition or state other forward-looking information. Our ability to predict results or the actual outcome of future plans or strategies is inherently limited. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, activities and performance could differ materially from those set forth in the forward-looking statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual result

Risk Factors

Item 1A. Risk Factors 16

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 68

Cybersecurity

Item 1C. Cybersecurity 68

Properties

Item 2. Properties 70

Legal Proceedings

Item 3. Legal Proceedings 70

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 70 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71

[ Reserved ]

Item 6. [ Reserved ] 73

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 73

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 111

Consolidated Financial Statements

Item 8. Consolidated Financial Statements 115

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 271

Controls and Procedures

Item 9A. Controls and Procedures 271

Other Information

Item 9B. Other Information 272

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 272 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 274

Executive Compensation

Item 11. Executive Compensation 274

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 274

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 274

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 274 PART IV

Exhibits; Financial Statement Schedules

Item 15. Exhibits; Financial Statement Schedules 275

Form 10-K Summary

Item 16. Form 10-K Summary 278

Signatures

Signatures 279 v PART I

BUSINESS

ITEM 1. BUSINESS Company Overview Rithm Capital Corp. (together with its consolidated subsidiaries, "Rithm Capital," "the Company," "we," "us" or "our") is a global asset manager focused on real estate, credit and financial services. Rithm Capital is a Delaware corporation that was formed as a limited liability company in September 2011 (commenced operations in December 2011) and, since June 17, 2022, has been structured as an internally managed REIT for U.S. federal income tax purposes. We seek to generate long-term value for our investors by using our investment expertise to identify, manage and invest in real estate related and other financial assets and more recently, offer broader asset management capabilities, in each case, that provides investors with attractive risk-adjusted returns. Our investments in real estate related assets include our equity interest in operating companies, including leading origination and servicing platforms held through wholly-owned subsidiaries, Newrez LLC ("Newrez") and Genesis, as well as investments in SFR, title, appraisal and property preservation and maintenance businesses. Our strategy involves opportunistically pursuing acquisitions and seeking to establish strategic partnerships that we believe enable us to maximize the value of our investments by offering products and services related to the lifecycle of transactions that affect each mortgage loan and underlying residential property or collateral. We operate our asset management business primarily through our wholly-owned subsidiary, Sculptor. Sculptor is a leading global alternative asset manager and provides asset management services and investment products across credit, real estate and multi-strategy platforms through commingled funds, separate accounts and other alternative investment vehicles. We completed our acquisition of Sculptor on November 17, 2023. We conduct our business through the following segments: Origination and Servicing, Investment Portfolio, M

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