Rithm Capital Corp. Files 8-K on Security Holder Rights

TL;DR

Rithm Capital filed an 8-K on 9/25/25, potentially changing security holder rights. Watch closely.

AI Summary

Rithm Capital Corp. filed an 8-K on September 25, 2025, to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, indicating potential corporate actions or changes affecting its preferred stock series and common stock.

Why It Matters

This filing signals potential changes in Rithm Capital's corporate structure or security terms, which could impact investors' rights and the value of their holdings.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can introduce uncertainty and potential risks for investors.

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
• ritm:Seven50SeriesAFixedToFloatingRateCumulativeRedeemablePreferredStockMember (company) — Preferred stock series mentioned
• ritm:Seven00FixedRateResetSeriesDCumulativeRedeemablePreferredStockMember (company) — Preferred stock series mentioned
• ritm:Six375SeriesCFixedToFloatingRateCumulativeRedeemablePreferredStockMember (company) — Preferred stock series mentioned
• ritm:Seven125SeriesBFixedToFloatingRateCumulativeRedeemablePreferredStockMember (company) — Preferred stock series mentioned
• us-gaap:CommonStockMember (company) — Common stock mentioned

FAQ

Key Financial Figures

• $0.01 — on which registered: Common Stock, $0.01 par value per share RITM New York S
• $25.00 — share, with a liquidation preference of $25.00 per share ("Series E Preferred Stock"),

Filing Documents

• ef20056039_8k.htm (8-K) — 46KB
• ef20056039_ex5-1.htm (EX-5.1) — 32KB
• 0001140361-25-036142.txt ( ) — 278KB
• ritm-20250925.xsd (EX-101.SCH) — 5KB
• ritm-20250925_def.xml (EX-101.DEF) — 20KB
• ritm-20250925_lab.xml (EX-101.LAB) — 31KB
• ritm-20250925_pre.xml (EX-101.PRE) — 22KB
• ef20056039_8k_htm.xml (XML) — 10KB

03

Item 3.03. Material Modifications to Rights of Security Holders. On September 25, 2025, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to designate 8,740,000 shares of the Company's authorized preferred stock as the 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share ("Series E Preferred Stock"), with the powers, designations, preferences and other rights as set forth therein. The Certificate of Designations became effective upon filing on September 25, 2025. The Certificate of Designations provides that the Company will pay, when, as and if declared by the Company's board of directors, out of funds legally available for the payment of dividends, quarterly cumulative cash dividends on the Series E Preferred Stock, in arrears, on or about the 15th day of each February, May, August and November (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day) from, and including, September 25, 2025, at a fixed rate of 8.750% per annum. The Series E Preferred Stock ranks senior to the Company's common stock, with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. The Series E Preferred Stock will not be redeemable before November 15, 2030, except under certain limited circumstances intended to preserve the Company's qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Certificate of Designations). On or after November 15, 2030, the Company may, at its option, upon not less than 30 nor more than 60 days' written notice, redeem the Series E Preferred Stock,

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: No. Description 3.1 Certificate of Designations of Rithm Capital Corp., designating the Company's 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (filed with the SEC as Exhibit 3.9 on Form 8-A filed on September 25 , 2025 and incorporated herein by reference). 4.1 Form of certificate representing the 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock of Rithm Capital Corp. (filed with the SEC as Exhibit 4.1 on Form 8-A on September 25 , 2025 and incorporated herein by reference). 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES 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. Date: September 25, 2025 RITHM CAPITAL CORP. By: /s/ Nicola Santoro, Jr. Nicola Santoro, Jr. Chief Financial Officer and Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR