Rithm Capital Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On January 13, 2026, Rithm Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 10,000,000 shares of the Company’s 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series F Preferred Stock”). In connection with the offering, the Company has granted the Underwriters an option for 30 days to purchase up to an additional 1,500,000 shares of the Series F Preferred Stock. The shares of the Series F Preferred Stock are being sold pursuant to a prospectus supplement, dated January 13, 2026, and related prospectus, dated August 1, 2025, each filed with the Securities and Exchange Commission, relating to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-289162).
The Company has separately agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on January 21, 2026, subject to the conditions stated in the Underwriting Agreement.
Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may currently or in the future receive, fees and expenses. The Company intends to use the net proceeds from this offering for investments and general corporate purposes. Additionally, certain of the Underwriters and their affiliates may sell assets to the Company from time to time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
| No. | Description | |
| 1.1 | Underwriting Agreement, dated January 13, 2026, by and between Rithm Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein. | |
| 104 | Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document. |
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) | |
| /s/ Nicola Santoro, Jr. | |
| Nicola Santoro, Jr. | |
| Chief Financial Officer and Chief Accounting Officer |
Date: January 14, 2026