Rithm Capital Corp. Files 8-K with Material Agreement Details

TL;DR

Rithm Capital Corp. filed an 8-K on 9/17/25 detailing a material definitive agreement.

AI Summary

On September 17, 2025, Rithm Capital Corp. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. Rithm Capital Corp. is a real estate investment trust.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for Rithm Capital Corp., impacting investors' understanding of the company's current status and future direction.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report of a material definitive agreement, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• Rithm Capital Corp. (company) — Filer of the 8-K report
• New Residential Investment Corp. (company) — Former company name
• New Residential Investment LLC (company) — Former company name
• Spinco Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — e on which registered: Common Stock, $0.01 par value per share RITM New York S
• $6 — nership Common Units multiplied by (ii) $6.60, without interest (the " Partnership
• $6.60 — t to receive an amount in cash equal to $6.60 per share, without interest (the " Para
• $59.7 million — uired to pay Rithm a termination fee of $59.7 million (the " Paramount Termination Payment ")

Filing Documents

• ef20055678_8k.htm (8-K) — 64KB
• ef20055678_ex2-1.htm (EX-2.1) — 893KB
• ef20055678_ex99-1.htm (EX-99.1) — 22KB
• 0001140361-25-035193.txt ( ) — 1380KB
• ritm-20250917.xsd (EX-101.SCH) — 5KB
• ritm-20250917_def.xml (EX-101.DEF) — 19KB
• ritm-20250917_lab.xml (EX-101.LAB) — 30KB
• ritm-20250917_pre.xml (EX-101.PRE) — 22KB
• ef20055678_8k_htm.xml (XML) — 10KB

01

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 17, 2025, Rithm Capital Corp., a Delaware corporation (" Rithm "), Paramount Group, Inc., a Maryland corporation (" Paramount "), Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of Paramount (the " Operating Partnership " and, together with Paramount, the " Paramount Parties "), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Rithm (" REIT Merger Sub "), and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Rithm (" Operating Merger Sub " and, collectively with REIT Merger Sub and Rithm, the " Rithm Parties "), entered into an Agreement and Plan of Merger (the " Merger Agreement "). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Operating Merger Sub will be merged with and into the Operating Partnership with the Operating Partnership surviving the merger (the " Partnership Merger ") and (ii) immediately following the consummation of the Partnership Merger, Paramount will be merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger (the " Surviving Entity " and such merger, " Paramount Merger " and, together with the Partnership Merger, the " Mergers " and collectively with the other transactions contemplated by the Merger Agreement, the " Transactions "). Upon completion of the Partnership Merger, the Operating Partnership will become a wholly-owned subsidiary of Rithm, and upon completion of the Paramount Merger, the Surviving Entity will become a wholly-owned subsidiary of Rithm. Each capitalized term used herein but not otherwise defined has the meaning given to it in the Merger Agreement. Merger Consideration Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Partnership Merger (the " Partne

01

Item 7.01 Regulation FD Disclosure. On September 17 , 2025, Rithm issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated by reference into this Item 7.01. The information contained in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.

Forward-Looking Statements

Forward-Looking Statements Certain information in this Current Report on Form 8-K and the exhibits hereto may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Transactions. All statements, other than statements of current or historical fact, contained in this Current Report on Form 8-K may be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "may," "should," "could," "estimate," "intend" (or the negative of these terms) and other similar expressions are intended to identify forward-looking statements. These statements represent the companies' current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond Rithm's and Paramount's control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report on Form 8-K. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled "Cautionary Statements Regarding Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Rithm's and Paramount's most recent annual and quarterly reports and other filings filed with the U.S. Securities and Exchange Commission (the "SEC"), which are available on both companies' websites (www.rithmcap.com and www.pgre.com). Factors which could have a material adverse effect on Rithm's and Paramount's operations and future prospects include, but are not limited to, the following risks relating to the Transactions, including in respect of the satisfaction of closing conditions to Transactions on a timely basis or

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of September 17 , 2025, by and among Rithm Capital Corp., Panorama REIT Merger Sub, Inc., Panorama Operating Merger Sub LP, Paramount Group, Inc. and Paramount Group Operating Partnership LP. * 99.1 Press Release, dated as of September 17 , 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RITHM CAPITAL CORP. (Registrant) By: /s/ Nicola Santoro, Jr. Name: Nicola Santoro, Jr. Title: Chief Financial Officer and Chief Accounting Officer Dated: September 17 , 2025

View Full Filing

View this 8-K filing on SEC EDGAR