NRZ / New Residential Investment Corp - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2026 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

FIRST AMENDMENT TO THE RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN

Exhibit 10.1 FIRST AMENDMENT TO THE RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN THIS FIRST AMENDMENT (this “Amendment”) to the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “Plan”) is made as of April 9, 2026, subject to approval by the Company’s stockholders at the 2026 annual meeting of stockholders. Any capitalized term that is used but not defined herein shall have the meaning ascri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2026 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

INDENTURE Dated as of May 14, 2026 RITHM CAPITAL CORP., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.500% Senior Notes due 2031 TABLE OF CONTENTS

Exhibit 4.1 Execution Version INDENTURE Dated as of May 14, 2026 between RITHM CAPITAL CORP., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.500% Senior Notes due 2031 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 26 Section 1.03 Inapplicability of Trust Indenture Act 26 Section 1.

Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes NEW YORK — (BUSINESS WIRE) — May 12, 2026 — Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it has priced its previously announced offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 (the “notes”). The Company intends to use the net proc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2026 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes NEW YORK—(BUSINESS WIRE)—May 11, 2026—Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it plans to offer $500 million aggregate principal amount of senior unsecured notes due 2031 (the “notes”). The Company intends to use the net proceeds from this offering for general corporate pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2026 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

Rithm Capital Corp. Announces First Quarter 2026 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2026 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the first quarter ended March 31, 2026. "Despite a challenging and volatile market environment, Rithm delivered strong Q1 results, with Newrez generating a 19% annualized operating

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 Rithm Capital Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ARS

RITHM CAPITAL 2025 ANNUAL REP ORT Powered by PartnershipPOWERED BY PARTNERSHIP Rithm owns and actively manages a family of operating companies across real estate and financial services.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.14 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT This description of the general terms and provisions of our common stock, par value $0.01 per share, our 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), our 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series B Pr

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 19, 2025, Rithm Capital Corp., a Delaware corporation (“Rithm”, “we”, “our” and “us”), 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 corporat

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2025: Subsidiary Jurisdiction of Incorporation/Organization NIC MSR I LLC Delaware NIC MSR II LLC Delaware NIC MSR III LLC Delaware NIC RMBS LLC Delaware MSR IX LLC Delaware MSR VIII LLC Delaware MSR X LLC Delaware MSR XI LLC Delaware MSR IX Parent LLC Delaware MSR VIII P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2026 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2025 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2025 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2025. Michael Nierenberg, Chief Executive Officer of Rithm Capital, said, “2025 was a year of strategic pro

NYSE CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com January 21, 2026 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the 8.750% Series F Fixed-Rate Reset Cumulative

CERTIFICATE OF DESIGNATIONS 8.750% SERIES F FIXED-RATE RESET CUMULATIVE REDEEMABLE PREFERRED STOCK RITHM CAPITAL CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.10 CERTIFICATE OF DESIGNATIONS OF 8.750% SERIES F FIXED-RATE RESET CUMULATIVE REDEEMABLE PREFERRED STOCK OF RITHM CAPITAL CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Rithm Capital Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that, pursuant to author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2026 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rithm Capital Corp. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State of incorporation or organization) (IRS Employer Identification No.) 799 Broadway New York, Ne

Rithm Capital Corp.

Exhibit 4.1 Number 1 10,000,000 Shares 8.750% SERIES F Fixed-Rate RESET Cumulative Redeemable Preferred Stock 8.750% SERIES F Fixed-Rate RESET Cumulative Redeemable Preferred Stock Rithm Capital Corp. A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 64828T 888 ISIN US64828T8889 This Certifies that CED

Security Type

Calculation of Filing Fee Tables S-3 Rithm Capital Corp. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

10,000,000 Shares Rithm Capital Corp. 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share)

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-289162 Prospectus Supplement (To Prospectus dated August 1, 2025) 10,000,000 Shares Rithm Capital Corp. 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) We are offering 10,000,000 shares of our 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Sto

10,000,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) $0.01 par value UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version 10,000,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) $0.01 par value UNDERWRITING AGREEMENT January 13, 2026 Morgan Stanley & Co. LLC as Representative of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2026 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2026 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Subject to Completion, dated January 13, 2026

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Rithm Capital Corp. 10,000,000 Shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) January 13, 2026

Filed pursuant to Rule 433 Dated January 13, 2026 Registration Statement No. 333-289162 Relating to Preliminary Prospectus Supplement dated January 13, 2026 and Prospectus dated August 1, 2025 Rithm Capital Corp. 10,000,000 Shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) January 13, 2026 This pricing term sheet supplements

Rithm Capital Completes Acquisition of Paramount Group, Inc.

Exhibit 99.1 Rithm Capital Completes Acquisition of Paramount Group, Inc. NEW YORK – [DECEMBER 19] – Rithm Capital Corp. (“Rithm” or “Rithm Capital”), a global alternative asset manager, today announced the successful completion of its previously announced acquisition of Paramount Group, Inc. (NYSE: PGRE) (“Paramount”), a vertically-integrated real estate investment trust that owns, operates, and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 Rithm Capital C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

Rithm Capital Completes Acquisition of Crestline

Exhibit 99.1 Rithm Capital Completes Acquisition of Crestline NEW YORK – December 1, 2025 - Rithm Capital Corp. (“Rithm”), a global alternative asset manager, today announced the successful completion of its previously announced acquisition of Crestline Management, L.P. (“Crestline”). This acquisition marks a pivotal step in Rithm’s strategy to build an integrated, diversified asset management pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2025 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1, dated as of October 8, 2025 (this “Amendment”), to the Agreement and Plan of Merger, dated as of September 17, 2025 (the “Merger Agreement”), is made and entered into by and among Rithm Capital Corp., a Delaware corporation (“Parent”), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidia

Rithm Capital Corp. Announces Third Quarter 2025 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2025 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the third quarter ended September 30, 2025. “This quarter marks a pivotal step forward in Rithm Capital’s journey, driven by strategic acquisitions, platform expansion, and a disci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2025 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rithm Capital Corp. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State of incorporation or organization) (IRS Employer Identification No.) 799 Broadway 10003 New Yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2025 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission

NYSE CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com September 25, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the 8.750% Series E Fixed-Rate Cumulative Red

CERTIFICATE OF DESIGNATIONS 8.750% SERIES E FIXED-RATE CUMULATIVE REDEEMABLE PREFERRED STOCK RITHM CAPITAL CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.9 CERTIFICATE OF DESIGNATIONS OF 8.750% SERIES E FIXED-RATE CUMULATIVE REDEEMABLE PREFERRED STOCK OF RITHM CAPITAL CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Rithm Capital Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that, pursuant to authority con

Number 1

Exhibit 4.1 Number 1 7,600,000 Shares 8.750% SERIES E FIXED-RATE CUMULATIVE REDEEMABLE PREFERRED STOCK 8.750% SERIES E FIXED-RATE CUMULATIVE REDEEMABLE PREFERRED STOCK Rithm Capital Corp. A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 64828T 805 ISIN US64828T8053 This Certifies that CEDE & CO. is th

DISTRIBUTION AGREEMENT

Exhibit 1.1 Execution Version DISTRIBUTION AGREEMENT September 22, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 101

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2025 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) 001-35777 Delaware 45-3449660 (Commission File Number) (State or other jurisdiction of in

Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Rithm Capital Corp.

Up to $750,000,000 of common stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-289162 PROSPECTUS SUPPLEMENT (To Prospectus dated August 1, 2025)   Up to $750,000,000 of common stock This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time, of shares of our common stock, $0.01 par value per share, through BofA Securities, Inc., Barclays Capital Inc., BTIG,

Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2025 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission

7,600,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) $0.01 par value UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version 7,600,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) $0.01 par value UNDERWRITING AGREEMENT September 18, 2025 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 as Representative of the several Underwriters Ladies and Gentlemen: Rithm Capit

7,600,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-289162 Prospectus Supplement (To Prospectus dated August 1, 2025) 7,600,000 Shares   Rithm Capital Corp. 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) We are offering 7,600,000 shares of our 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, $0.01 par

Subject to Completion, dated September 18, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Rithm Capital Corp. 7,600,000 Shares of 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) September 18, 2025

Filed pursuant to Rule 433 Dated September 18, 2025 Registration Statement No. 333-289162 Relating to Preliminary Prospectus Supplement dated September 18, 2025 and Prospectus dated August 1, 2025 Rithm Capital Corp. 7,600,000 Shares of 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) September 18, 2025 This pricing term sheet supplements R

Rithm Capital Agrees to Acquire Paramount For $1.6 Billion Acquisition Will Provide Rithm with Class A Office Portfolio at Scale in Premier Markets at Attractive Levels Expands and Diversifies Rithm’s Commercial Real Estate Footprint and Asset Manage

Exhibit 99.1 Rithm Capital Agrees to Acquire Paramount For $1.6 Billion Acquisition Will Provide Rithm with Class A Office Portfolio at Scale in Premier Markets at Attractive Levels Expands and Diversifies Rithm’s Commercial Real Estate Footprint and Asset Management Capabilities Rithm to Host Investor Conference Call to Discuss Transaction Today at 8:30 a.m. ET NEW YORK – September 17, 2025 – Rit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2025 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission

AGREEMENT AND PLAN OF MERGER by and among RITHM CAPITAL CORP., PANORAMA REIT MERGER SUB, INC., PANORAMA OPERATING MERGER SUB LP, PARAMOUNT GROUP, INC. PARAMOUNT GROUP OPERATING PARTNERSHIP LP Dated as of September 17, 2025 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER 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 Dated as of September 17, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 16 ARTICLE II THE

Rithm Capital to Acquire Crestline Strategic Acquisition of $17 Billion Private Credit and Alternative Investment Solutions Manager Significantly Strengthens Rithm’s Asset Management Platform Adds Insurance and Reinsurance Capabilities to Rithm’s Exp

Exhibit 99.1 Rithm Capital to Acquire Crestline Strategic Acquisition of $17 Billion Private Credit and Alternative Investment Solutions Manager Significantly Strengthens Rithm’s Asset Management Platform Adds Insurance and Reinsurance Capabilities to Rithm’s Expanding Platform NEW YORK – September 04, 2025 – Rithm Capital Corp. (“Rithm”), a global alternative asset manager, today announced that i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 Rithm Capital C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

As Filed with the Securities and Exchange Commission on August 1, 2025.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on August 1, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 Rithm Capital Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Up to $500,000,000 of common stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-289162 PROSPECTUS SUPPLEMENT (To Prospectus dated August 1, 2025)   Up to $500,000,000 of common stock This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time, of shares of our common stock, $0.01 par value per share, through BofA Securities, Inc., Barclays Capital Inc., BTIG,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

RITHM CAPITAL CORP. AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT

Exhibit 1.1 RITHM CAPITAL CORP. AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT August 1, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue N

Calculation of Filing Fee Table Form S-3 (Form Type) RITHM CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) RITHM CAPITAL CORP.

Rithm Capital Corp. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-289162 Prospectus Supplement (To Prospectus dated August 1, 2025)   Rithm Capital Corp.   Common Stock This prospectus supplement is being filed for the purpose of registering the issuance of securities pursuant to the Rithm Capital Corp. (f/k/a New Residential Investment Corp.) Nonqualified Stock Option and Incentive Award Pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

Calculation of Filing Fee Table Form 424(b)(2) (Form Type) RITHM CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(2) (Form Type) RITHM CAPITAL CORP.

Form 424(b)(5) (Form Type) RITHM CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Table 1 – Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) RITHM CAPITAL CORP.

Rithm Capital Corp. Announces Second Quarter 2025 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2025 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the second quarter ended June 30, 2025. “Rithm’s second-quarter results reflect our commitment to sustained performance” said Michael Nierenberg, Chief Executive Officer and Presi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2025 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

INDENTURE Dated as of June 20, 2025 RITHM CAPITAL CORP., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2030 TABLE OF CONTENTS

Exhibit 4.1 Execution Version INDENTURE Dated as of June 20, 2025 between RITHM CAPITAL CORP., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 26 SECTION 1.03 Inapplicability of Trust Indenture Act 26 SECTION 1

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes NEW YORK — (BUSINESS WIRE) — June 17, 2025 — Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it has priced its previously announced offering of $500 million aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “notes”). The Company intends to use a portion o

Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes NEW YORK—(BUSINESS WIRE)—June 16, 2025—Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it plans to offer $500 million aggregate principal amount of senior unsecured notes due 2030 (the “notes”). The Company intends to use a portion of the net proceeds from this offering to redeem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2025 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 Rithm Capital Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Rithm Capital Corp. Announces First Quarter 2025 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2025 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the first quarter ended March 31, 2025: First Quarter 2025 Financial Highlights: •GAAP net income of $36.5 million, or $0.07 per diluted common share(1) •Earnings available for dis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

ARS

2024 Annual ReportOpportunity Innovation Partnership Industry Leading Franchises Rithm benefits from connectivity across its platforms, collaborating on strategy, execution, market insights and risk management.

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2024: Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware 55 Juneau LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Adoor Management LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender

RITHM CAPITAL CORP. INSIDER TRADING COMPLIANCE POLICY EFFECTIVE AS OF FEBRUARY 2025 (THE “POLICY”)

EXHIBIT 19.1 RITHM CAPITAL CORP. INSIDER TRADING COMPLIANCE POLICY EFFECTIVE AS OF FEBRUARY 2025 (THE “POLICY”) This Policy applies to all directors, officers and employees of Rithm Capital Corp. ("Rithm" or the "Company"). Federal and state securities laws prohibit the purchase or sale of a security on the basis of Material Non-public Information (defined below). These laws also prohibit the diss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35777 Rithm Capital Corp. (Exact name of registrant as specified

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2024: Fourth Quarter 2024 Financial Highlights: •GAAP net income of $263.2 million, or $0.50 per diluted co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

Rithm Capital Corp. Elects Ranjit Kripalani and William Addas to the Board of Directors

Exhibit 99.2 Rithm Capital Corp. Elects Ranjit Kripalani and William Addas to the Board of Directors •Addition of Ranjit Kripalani and William Addas to the Board of Directors adds further depth to the Board’s financial services, corporate advisory, strategic planning and public board experience •Mr. Kripalani will be a member of the Board of Director’s Nominating and Corporate Governance Committee

Rithm Capital Corp. Announces Third Quarter 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the third quarter ended September 30, 2024: Third Quarter 2024 Financial Highlights: •GAAP net income of $97.0 million, or $0.20 per diluted common share(1) •Earnings available for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 Rithm Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission

30,000,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version 30,000,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENT September 24, 2024 Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC UBS Securities LLC as Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gen

30,000,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266599 PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 2022) 30,000,000 Shares   Rithm Capital Corp. Common Stock We are offering 30,000,000 shares of our common stock, $0.01 par value per share, by this prospectus supplement and the accompanying prospectus. Our common stock is listed on the New York Stock Exchange (the “

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Rithm Capital Corp. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 2024

TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (“Agreement”) by and between Rithm Capital Corp. (f/k/a/ New Residential Investment Corp.) (the “Company”) and Michael Nierenberg (the “Executive”). WHEREAS, the Employment Agreement generally established the terms and conditions of the Executive’s annual cash compensation and the Executive’s annu

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2023: Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware 55 Juneau LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Adoor Management LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777

RITHM CAPITAL CORP. CLAWBACK POLICY

Exhibit 97.1 RITHM CAPITAL CORP. CLAWBACK POLICY The Board of Directors (the “Board”) of Rithm Capital Corp., a Delaware corporation (the “Company”), has determined that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following def

[signatures on the following page.]

EXHIBIT 10.1 04/26/2024 David Zeiden 42 Hendrie Avenue Riverside, Connecticut 06878 Dear David, It is with great pleasure that we extend to you an offer to join Rithm Capital Corporation (collectively with its subsidiaries and affiliates, the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agreement.” Title: You will serve as the Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-3577 CUSIP Number: 64828T201 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.11 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT This description of the general terms and provisions of our common stock, par value $0.01 per share, our 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), our 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series B Pr

Rithm Capital Corp. Announces Second Quarter 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the second quarter ended June 30, 2024: Second Quarter 2024 Financial Highlights: •GAAP net income of $213.2 million, or $0.43 per diluted common share(1) •Earnings available for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

AJX / Great Ajax Corp. / Rithm Capital Corp. - SC 13D/A Activist Investment

SC 13D/A 1 ef20031866sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Great Ajax Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38983D300 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850

AJX / Great Ajax Corp. / Rithm Capital Corp. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Great Ajax Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38983D300 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Telephone Number of Person Authori

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (“Agreement”) by and between Rithm Capital Corp. (f/k/a/ New Residential Investment Corp.) (the “Company”) and Michael Nierenberg (the “Executive”). WHEREAS, the Employment Agreement generally established the terms and conditions of the Executive’s annual cash compensation and the Executive’s annu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

RITHM CAPITAL CORP. COMPLETES ACQUISITION OF COMPUTERSHARE MORTGAGE SERVICES INC., EXPANDING NEWREZ LLC’S SERVICING PORTFOLIO AND SUBSERVICING PLATFORM

Exhibit 99.1 RITHM CAPITAL CORP. COMPLETES ACQUISITION OF COMPUTERSHARE MORTGAGE SERVICES INC., EXPANDING NEWREZ LLC’S SERVICING PORTFOLIO AND SUBSERVICING PLATFORM 5/1/2024 NEW YORK-(BUSINESS WIRE)- Rithm Capital Corp. (NYSE: RITM; “Rithm Capital”) today completed its previously announced acquisition of Computershare Mortgage Services Inc. and certain affiliated companies, including Specialized L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Rithm Capital Corp. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File Nu

Rithm Capital Corp. Announces First Quarter 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the first quarter ended March 31, 2024: First Quarter 2024 Financial Highlights: •GAAP net income of $261.6 million, or $0.54 per diluted common share(1) •Earnings available for di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Rithm Capital Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

ARS

2023 Annual ReportOpportunity Partnership Innovation Industry Leading Franchises Rithm benefits from connectivity across its platforms, collaborating on strategy, execution, market insights and risk management.

Rithm Capital Corp. Announces Early Tender Results for its 6.250% Senior Unsecured Notes Due 2025

Exhibit 99.1 Rithm Capital Corp. Announces Early Tender Results for its 6.250% Senior Unsecured Notes Due 2025 NEW YORK—(BUSINESS WIRE)—March 18, 2024— Rithm Capital Corp. (NYSE: RITM; “Rithm”) announced today the early tender results of the previously announced cash tender offer (the “Tender Offer”) to purchase up to $275 million aggregate principal amount (the “Tender Cap”) of Rithm’s outstandin

INDENTURE Dated as of March 19, 2024 RITHM CAPITAL CORP., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2029

Exhibit 4.1 INDENTURE Dated as of March 19, 2024 between RITHM CAPITAL CORP., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 26 SECTION 1.03 Inapplicability of Trust Indenture Act 26 SECTION 1.04 Rules of Cons

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2024 Rithm Capital Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes NEW YORK — (BUSINESS WIRE) — March 5, 2024 — Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it has priced its previously announced offering of $775 million aggregate principal amount of 8.000% senior unsecured notes due 2029 (the “notes”). The Company intends to use a portion o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2024 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2024 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Rithm Capital Corp. Announces Commencement of Tender Offer for 6.250% Senior Unsecured Notes Due 2025

Exhibit 99.2 Rithm Capital Corp. Announces Commencement of Tender Offer for 6.250% Senior Unsecured Notes Due 2025 NEW YORK—(BUSINESS WIRE)—March 4, 2024—Rithm Capital Corp. (NYSE: RITM; “Rithm”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to $275 million of Rithm’s $550 million in aggregate principal amount of outstanding 6.250% Senior Unsecured Notes due

Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes NEW YORK—(BUSINESS WIRE)—March 4, 2024—Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it plans to offer $775 million aggregate principal amount of senior unsecured notes due 2029 (the “notes”). The Company intends to use a portion of the net proceeds from this offering for the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2024 Rithm Capital C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

RITHM CAPITAL MANAGEMENT LLC LONG TERM INCENTIVE PLAN

Exhibit 10.1 RITHM CAPITAL MANAGEMENT LLC LONG TERM INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Rithm Capital Management LLC, a Delaware limited liability company (the “Company”), hereby establishes this Long Term Incentive Plan (this “Plan”) as set forth herein. To the extent that Awards granted hereunder are settled in REIT Shares (as defined below), the Plan is intended

RITHM CAPITAL CORP. CLAWBACK POLICY

Exhibit 97.1 RITHM CAPITAL CORP. CLAWBACK POLICY The Board of Directors (the “Board”) of Rithm Capital Corp., a Delaware corporation (the “Company”), has determined that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following def

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2023: Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware 55 Juneau LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Adoor Management LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (Exac

RITM / Rithm Capital Corp. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rithm Capital Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

RITM / Rithm Capital Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01828-rithmcapitalcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Rithm Capital Corp Title of Class of Securities: Common Stock CUSIP Number: 64828T201 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2024 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2023: Fourth Quarter 2023 Financial Highlights: •GAAP net loss of ($87.5) million, or ($0.18) per diluted common sha

RITM / Rithm Capital Corp. / BlackRock Inc. Passive Investment

us64828t2015012924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Rithm Capital Corp. - (Name of Issuer) Common Stock - (Title of Class of Securities) 64828T201 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

SCU / Sculptor Capital Management Inc - Class A / Rithm Capital Corp. - SC 13D/A Activist Investment

SC 13D/A 1 ef20014948sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sculptor Capital Management, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 811246107 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 100

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 Rithm Capital C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management

Exhibit 99.1 Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management NEW YORK, November 17, 2023 – Rithm Capital Corp. (NYSE: RITM; “Rithm”) today completed its previously announced acquisition of Sculptor Capital Management Inc. (“Sculptor”) for $12.70 per Class A share in a transaction valued at approximately $719.8 million. In connection with the completion of the transaction,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

SCU / Sculptor Capital Management Inc - Class A / Rithm Capital Corp. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sculptor Capital Management, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 811246107 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Tele

TRANSACTION SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2023, by and among Rithm Capital Corp., a Delaware corporation (“Parent”), each of the persons listed under the heading “Stockholders” on the signature pages hereto (other than Parent, each, a “Stockholder” and collectively, the “Stockholders

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2, dated as of October 26, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended by that certain Amendment No. 1, dated as of October 12, 2023, the “Merger Agreement”), by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”),

Rithm Capital Corp. Enters into Amended Merger Agreement to Acquire Sculptor Capital Management For $12.70 Per Sculptor Class A Share Daniel S. Och and Other Former EMDs Have Entered into Binding Agreement to Vote Shares in Support of the Rithm Trans

Exhibit 99.1 Rithm Capital Corp. Enters into Amended Merger Agreement to Acquire Sculptor Capital Management For $12.70 Per Sculptor Class A Share Daniel S. Och and Other Former EMDs Have Entered into Binding Agreement to Vote Shares in Support of the Rithm Transaction and Dismiss their Pending Litigation Transaction Expected to Close Shortly After Sculptor Stockholders’ Meeting Scheduled on Novem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2023 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Announces Third Quarter 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the third quarter ended September 30, 2023: Third Quarter 2023 Financial Highlights: •GAAP net income of $193.9 million, or $0.40 per diluted common share(1) •Earnings available for distrib

Rithm Capital Issues Statement Regarding Latest Actions by Certain Former Executive Managing Directors of Sculptor

Exhibit 99.1 Rithm Capital Issues Statement Regarding Latest Actions by Certain Former Executive Managing Directors of Sculptor NEW YORK — October 18, 2023 — Rithm Capital Corp. (“Rithm”) (NYSE: RITM) today issued the following statement in response to the complaint filed by the Former EMD Group on October 17, 2023. “During the process, as outlined further in the Sculptor Management Inc. (“Sculpto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

SCU / Sculptor Capital Management Inc - Class A / Rithm Capital Corp. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sculptor Capital Management, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 811246107 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Telep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Enters into Amended Definitive Merger Agreement to Acquire Sculptor Capital Management for $12.00 Per Sculptor Class A Share Special Meeting to be Held on November 16, 2023 Sculptor Files Definitive Proxy Materials with SEC

Exhibit 99.1 Rithm Capital Corp. Enters into Amended Definitive Merger Agreement to Acquire Sculptor Capital Management for $12.00 Per Sculptor Class A Share Special Meeting to be Held on November 16, 2023 Sculptor Files Definitive Proxy Materials with SEC NEW YORK— October 12, 2023 — Rithm Capital Corp. (NYSE: RITM) (“Rithm”) and Sculptor Capital Management Inc. (NYSE: SCU) (“Sculptor”) today ann

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1, dated as of October 12, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (the “Merger Agreement”), by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the

Rithm Capital to Acquire Specialized Loan Servicing LLC Transaction Grows Newrez’s Third-Party Servicing Business to $180 Billion

FOR IMMEDIATE RELEASE Rithm Capital to Acquire Specialized Loan Servicing LLC Transaction Grows Newrez’s Third-Party Servicing Business to $180 Billion Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Rithm Capital Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fil

CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

As filed with the U.S. Securities and Exchange Commission on August 4, 2023 Registration No. 333-

As filed with the U.S. Securities and Exchange Commission on August 4, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State or other jurisdiction of incorporation or organization) (I.R.S.

RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN

EXHIBIT 10.1 RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan The name of the Plan is the Rithm Capital Corp. 2023 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company or its Affi

Rithm Capital Corp. Announces Second Quarter 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the second quarter ended June 30, 2023: Second Quarter 2023 Financial Highlights: •GAAP net income of $357.4 million, or $0.74 per diluted common share(1) •Earnings available for distribut

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and James Levin, James Levin 2012 Dynasty Trust, James Levin 2010 Family Trust and James Levin March 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Manageme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

AGREEMENT AND PLAN OF MERGER BY AND AMONG RITHM CAPITAL CORP., CALDER SUB, INC., CALDER SUB I, LP, CALDER SUB II, LP, CALDER SUB III, LP, SCULPTOR CAPITAL LP, SCULPTOR CAPITAL ADVISORS LP, SCULPTOR CAPITAL ADVISORS II LP SCULPTOR CAPITAL MANAGEMENT,

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG RITHM CAPITAL CORP., CALDER SUB, INC., CALDER SUB I, LP, CALDER SUB II, LP, CALDER SUB III, LP, SCULPTOR CAPITAL LP, SCULPTOR CAPITAL ADVISORS LP, SCULPTOR CAPITAL ADVISORS II LP AND SCULPTOR CAPITAL MANAGEMENT, INC. JULY 23, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Definitional and Interpretat

VOTING AGREEMENT

Exhibit 99.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Peter Wallach and Peter Wallach April 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), and/or a

VOTING AGREEMENT

Exhibit 99.3 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Wayne Cohen, Cohen Family 2010 Trust and Wayne N. Cohen 2019 Family Trust (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporation

VOTING AGREEMENT

Exhibit 99.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Brett Klein, Brett Klein Family 2012 Trust and Brett S. Klein March 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporat

Rithm Capital Corp. to Acquire Sculptor Capital Management Together, Rithm and Sculptor form a strong partnership offering global investors best in class investment capabilities across multiple asset classes. Rithm Capital to host a conference call t

Exhibit 99.1 Rithm Capital Corp. to Acquire Sculptor Capital Management Together, Rithm and Sculptor form a strong partnership offering global investors best in class investment capabilities across multiple asset classes. Rithm Capital to host a conference call today at 8:00 AM ET. NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm”), an asset manager focused on the real estate a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2023 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN

Exhibit 10.1 RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan The name of the Plan is the Rithm Capital Corp. 2023 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company or its Affi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINIT

EXHIBIT 10.2 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1.1 Purpose. This Plan is an amendment and restatement of that certain New Residential Investment Corp. Nonqualified Stock Option an

Rithm Capital Corp. Announces First Quarter 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the first quarter ended March 31, 2023: First Quarter 2023 Financial Highlights: • GAAP net income of $68.9 million, or $0.14 per diluted common share(1) • Earnings available for distributi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Rithm Capital Corp. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File Nu

ARS

2022 Annual Report Rithm Capital Corp.Operating Companies Portfolio of Operating Companies Internalized Manager Rebranded to Rithm Capital Launched Private Capital Business Added Vertically-Integrated Commercial Real Estate Capabilities ~$7B $4.4B+ Highlights Total Equity (1) Dividends Declared Since Inception (2) 2013 Founded $32B Assets Rithm Capital Rithm benefits from connectivity across its p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINIT

Exhibit 99.1 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1.1 Purpose. This Plan is an amendment and restatement of that certain New Residential Investment Corp. Nonqualified Stock Option an

[signatures on the following page.]

EXHIBIT 10.30 August 1, 2022 Phil Sivin c/o Fortress Investment Group 1345 Avenue of the Americas New York, NY 10105 Dear Phil: It is with great pleasure that we extend to you an offer to join New Residential Investment Corp. (collectively with its subsidiaries and affiliates, the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agre

CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (Exac

As filed with the U.S. Securities and Exchange Commission on February 17, 2023

As filed with the U.S. Securities and Exchange Commission on February 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State or other jurisdiction of incorporation or organization) (I.R

RITHM CAPITAL CORP. SUBSIDIARIES

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender Services, LLC Pennsylvania Avenue Title Agency, LLC Delaware Blackwell Properties LLC Delaware Blackwell Property Acquisitions Parent LLC De

INDEMNIFICATION AGREEMENT

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of [•] (this “Agreement”), between Rithm Capital Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and In

Exhibit 4.11

Exhibit 4.11 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT This description of the general terms and provisions of our common stock, par value $0.01 per share, our 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), our 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series B Pr

NRZ / New Residential Investment Corp / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rithm Capital Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X]

NRZ / New Residential Investment Corp / Fortress Investment Group LLC - SCHEDULE 13G, AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Rithm Capital Corp. (f/k/a New Residential Investment Corp.) (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

NRZ / New Residential Investment Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01802-rithmcapitalcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Rithm Capital Corp. Title of Class of Securities: REIT CUSIP Number: 64828T201 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the r

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2022 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2022: Fourth Quarter 2022 Financial Highlights: •GAAP net income of $81.8 million, or $0.17 per diluted common share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Elects Peggy Hwan Hebard to the Board of Directors

Exhibit 99.1 Rithm Capital Corp. Elects Peggy Hwan Hebard to the Board of Directors ? Addition of Peggy Hwan Hebard to the Board of Directors adds further depth to the Board?s financial services, corporate advisory, strategic planning and public board experience ? Ms. Hebard will be a member of the Board of Director?s Audit Committee and Compensation Committee NEW YORK ? (BUSINESS WIRE) ? Rithm Ca

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 Rithm Capital C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

LETTER

United States securities and exchange commission logo December 13, 2022 Nicola Santoro, Jr.

***

CORRESP 1 filename1.htm December 8, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: Rithm Capital Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. Monick: On

LETTER

United States securities and exchange commission logo December 6, 2022 Nicola Santoro, Jr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 Rithm Capital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

Rithm Capital Corp. Announces Third Quarter 2022 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2022 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the third quarter ended September 30, 2022: Third Quarter 2022 Financial Highlights: •GAAP net income of $124.5 million, or $0.26 per diluted common share(1) •Earnings available for distrib

***

CORRESP 1 filename1.htm October 24, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: Rithm Capital Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. Monick: On

LETTER

United States securities and exchange commission logo October 7, 2022 Nicola Santoro, Jr.

***

August 23, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2022 (August 5, 2022) RITHM CAPITAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-35777 45-3449660 (State or other jurisdiction of incorporation)

[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]

Exhibit 5.3 [Skadden, Arps, Slate, Meagher & Flom LLP Letterhead] August 5, 2022 Rithm Capital Corp. 799 Broadway New York, New York 10003 RE: Rithm Capital Corp. Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special United States counsel to Rithm Capital Corp., a Delaware corporation (the ?Company?), in connection with the registration statement on Form S-3 (the ?Regis

DISTRIBUTION AGREEMENT

Exhibit 1.1 DISTRIBUTION AGREEMENT August 5, 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 J.P. Mor

EMPLOYMENT AGREEMENT

EXHIBIT 10.68 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made by and between New Residential Investment Corp. (the ?Company?) and Michael Nierenberg (the ?Executive?), and is effective as of the Effective Date (as defined below). The Executive and the Company are collectively referred to herein as the ?Parties? and individually as a ?Party.? WHEREAS, referenc

Calculation of Filing Fee Tables Form S-3 (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rithm Capital Corp.

EX-10.69

EXHIBIT 10.69 August 1, 2022 Nick Santoro c/o Fortress Investment Group 1345 Avenue of the Americas New York, NY 10105 Dear Nick: It is with great pleasure that we extend to you an offer to join New Residential Investment Corp. (collectively with its subsidiaries and affiliates, the ?Company?), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the ?Letter Ag

Rithm Capital Corp. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-266599 Prospectus Supplement (To Prospectus dated August 5, 2022) ? Rithm Capital Corp. Common Stock This prospectus supplement is being filed for the purpose of registering the issuance of securities pursuant to the New Residential Investment Corp. Nonqualified Stock Option and Incentive Award Plan adopted as of April 29, 201

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Rithm Capital Corp.

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Rithm Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

47,597,270 Shares Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266599 PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 2022) ? 47,597,270 Shares Common Stock This prospectus supplement relates to the offer and sale, from time to time, of up to 47,597,270 shares of our common stock, $0.01 par value per share (the ?common stock?), by the selling stockholders (the ?selling stockholders?)

Calculation of Filing Fee Tables 424(b)(2) (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Rithm Capital Corp.

Up to $500,000,000 of common stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266599 PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 2022) ? Up to $500,000,000 of common stock This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time, of shares of our common stock, $0.01 par value per share, through BofA Securities, Inc., Barclays Capital Inc., BTIG,

EX-25.1

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. Emp

As Filed with the Securities and Exchange Commission on August 5, 2022.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on August 5, 2022.

LETTER

United States securities and exchange commission logo August 3, 2022 Nicola Santoro, Jr.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

Rithm Capital Corp. Announces Second Quarter 2022 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2022 Results NEW YORK - (BUSINESS WIRE) ? Rithm Capital Corp. (NYSE: RITM; ?Rithm Capital? or the ?Company?) today reported the following information for the second quarter ended June 30, 2022: Second Quarter 2022 Financial Highlights: ?GAAP net income (loss) of $(3.3) million, or $(0.01) per diluted common share(1) ?Reflects termination fe

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION NEW RESIDENTIAL INVESTMENT CORP. Pursuant to Section 242 of the General Corporation Law of the State of Delaware August 1, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NEW RESIDENTIAL INVESTMENT CORP. Pursuant to Section 242 of the General Corporation Law of the State of Delaware August 1, 2022 New Residential Investment Corp., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows: FIRST: The first sentence of Article FIRST of the Corporation’s Cer

EX-3.2

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RITHM CAPITAL CORP. A Delaware Corporation Effective August 1, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Notice 1 Section 2.5 Adjournments 2 Section

NRZ / New Residential Investment Corp / BlackRock Inc. Passive Investment

SC 13G 1 us64828t2015070822.txt us64828t2015070822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) New Residential Investment Corp - (Name of Issuer) Common Stock - (Title of Class of Securities) 64828T201 - (CUSIP Number) June 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropria

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CORRESP 1 filename1.htm June 28, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: New Residential Investment Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms.

LETTER

United States securities and exchange commission logo June 21, 2022 Nicola Santoro, Jr.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Com

INTERNALIZATION AGREEMENT

Exhibit 10.1 INTERNALIZATION AGREEMENT This INTERNALIZATION AGREEMENT (this ?Agreement?), dated as of June 17, 2022, is made by and between NEW RESIDENTIAL INVESTMENT CORP., a Delaware corporation (the ?Company?), and FIG LLC, a Delaware limited liability company (the ?Manager?). The Company and the Manager are collectively referred to as the ?Parties? and each individually as a ?Party.? Capitaliz

TRANSITION SERVICES AGREEMENT

Exhibit 10.2 EXECUTION VERSION TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?), dated as of June 17, 2022 (the ?Effective Date?), is made by and between NEW RESIDENTIAL INVESTMENT CORP., a Delaware corporation (the ?Company?), and FIG LLC, a Delaware limited liability company (?Service Provider?). The Company and Service Provider are collectively referred to as

NEW RESIDENTIAL INVESTMENT CORP. ANNOUNCES INTERNALIZATION AND REBRAND TO RITHM CAPITAL, AND DECLARES SECOND QUARTER 2022 DIVIDENDS

Exhibit 99.1 NEW RESIDENTIAL INVESTMENT CORP. ANNOUNCES INTERNALIZATION AND REBRAND TO RITHM CAPITAL, AND DECLARES SECOND QUARTER 2022 DIVIDENDS NEW YORK ? June 17, 2022 ? New Residential Investment Corp. (NYSE: NRZ) (?NRZ? or the ?Company?) announced today it has entered into agreements providing for the internalization of the Company?s management function. In conjunction with the internalization

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CORRESP 1 filename1.htm June 7, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: New Residential Investment Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. M

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Comm

LETTER

United States securities and exchange commission logo May 25, 2022 Nicola Santoro, Jr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Inve

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commi

New Residential Investment Corp. Announces First Quarter 2022 Results

Exhibit 99.1 New Residential Investment Corp. Announces First Quarter 2022 Results NEW YORK - (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) today reported the following information for the first quarter ended March 31, 2022: First Quarter 2022 Financial Highlights: ?GAAP net income of $661.9 million, or $1.37 per diluted common share(1) ?Core ea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

NEW RESIDENTIAL INVESTMENT CORP. SUBSIDIARIES

EXHIBIT 21.1 NEW RESIDENTIAL INVESTMENT CORP. SUBSIDIARIES Subsidiary Jurisdiction of Incorporation/Organization ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender Services, LLC Pennsylvania Avenue Title Agency, LLC Delaware Boulton Properties LLC Delaware Boulton Property Acquisition Parent LLC Delaware Caliber Advance R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Investmen

NRZ / New Residential Investment Corp / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Residential Investment Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

EX-99

Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

NRZ / New Residential Investment Corp / Fortress Investment Group LLC - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* New Residential Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w