Rithm Capital Corp. Completes Asset Acquisition/Disposition

TL;DR

Rithm Capital Corp. just closed a deal on its assets, formerly New Residential Investment Corp.

AI Summary

Rithm Capital Corp. filed an 8-K on December 19, 2025, to report the completion of an acquisition or disposition of assets. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. Rithm Capital Corp. was formerly known as New Residential Investment Corp.

Why It Matters

This filing indicates a significant corporate action by Rithm Capital Corp., potentially impacting its asset base and future financial performance.

Risk Assessment

Risk Level: medium — The filing concerns the completion of an acquisition or disposition of assets, which can introduce significant financial and operational risks.

Key Players & Entities

• Rithm Capital Corp. (company) — Filer
• New Residential Investment Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — 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 " Comp
• $50,000,000 — ugh a combination of cash on hand and a $50,000,000 equity investment from Rithm Property T

Filing Documents

• ef20061594_8k.htm (8-K) — 55KB
• ef20061594_ex99-1.htm (EX-99.1) — 12KB
• 0001140361-25-046188.txt ( ) — 270KB
• ritm-20251219.xsd (EX-101.SCH) — 5KB
• ritm-20251219_def.xml (EX-101.DEF) — 20KB
• ritm-20251219_lab.xml (EX-101.LAB) — 31KB
• ritm-20251219_pre.xml (EX-101.PRE) — 22KB
• ef20061594_8k_htm.xml (XML) — 12KB

01

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 19, 2025, Rithm Capital Corp., a Delaware corporation (" Rithm "), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, the " Merger Agreement "), by and among 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 "), 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 Rithm and REIT Merger Sub, the " Rithm Parties "). Pursuant to the Merger Agreement, at the closing, (i) Operating Merger Sub merged with and into the Operating Partnership with the Operating Partnership surviving the merger (the " Surviving Partnership " and such merger, the " Partnership Merger ") and (ii) immediately following the consummation of the Partnership Merger, Paramount merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger (the " Surviving Entity " and such merger, the " Company Merger " and, together with the Partnership Merger, the " Mergers "). As a result of the Mergers, the Operating Partnership became an entity indirectly controlled by Rithm, REIT Merger Sub survived as an entity indirectly controlled by Rithm, and the separate corporate existence of Paramount ceased. As a result of the Partnership Merger, in accordance with the terms and conditions of the Merger Agreement, at the effective time of the Partnership Merger (the " Partnership Merger Effective Time "), each Common Unit of the Operating Partnership (each, a " Operating Partnership Common Unit ") that was issued and outstanding immediately prior to the Partnership Merger

01

Item 7.01. Regulation FD Disclosure. On December 19, 2025, Rithm issued a press release announcing the closing of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, such information will not be incorporated by reference into any filing filed by Rithm under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report on Form 8-K with respect to the press release is not intended to, and does not, constitute a determination or admission by Rithm that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Rithm.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business or Funds Acquired. Rithm intends to file audited financial statements required by this Item 9.01(a) under the cover of an amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed. (b) Pro Forma Financial Information. Rithm intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Form 8-K no later than 71 days after the date on which this Form 8-K was required to be filed. (c) 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 (incorporated herein by reference to Exhibit 2.1 of Rithm Capital Corp.'s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the "SEC") on September 17, 2025).* 99.1 Press Release, dated as of December 19, 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 Dated: December 19, 2025

View Full Filing

View this 8-K filing on SEC EDGAR