Rithm Capital Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Rithm Capital Corp. on January 21, 2026. The filing reports the designation of a new class of preferred stock and related amendments to the company's capital structure.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or liquidity metrics. It focuses exclusively on the terms of a new securities issuance.
Material Changes
The Company filed a Certificate of Designations with the State of Delaware to create 11,500,000 shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock. Key terms include:
- Liquidation Preference: $25.00 per share.
- Dividend Rate: 8.750% per annum fixed from January 21, 2026, until February 15, 2031 (First Reset Date).
- Reset Rate: Beginning February 15, 2031, the rate resets to the five-year treasury rate plus 5.009% per annum.
- Redemption: Non-redeemable prior to February 15, 2031, except for REIT qualification or Change of Control. Redeemable thereafter at $25.00 per share plus accrued dividends.
- Ranking: Senior to common stock regarding dividends and liquidation rights.
- Voting Rights: Generally none, except if dividends are unpaid for six or more full quarterly periods.
Guidance, Outlook, and Risks
The filing does not provide management guidance, outlook, or specific risk factors beyond the standard terms of the preferred stock. The primary contingency noted is the potential for redemption upon a Change of Control or to preserve REIT status. Holders have the right to convert shares to common stock upon a Change of Control if the Company does not exercise its redemption option.
Investor Verification Checklist
- Verify the total capital raised from the Series F issuance (11,500,000 shares x $25.00 liquidation preference).
- Review the full Certificate of Designations (Exhibit 3.10) for specific definitions of "Change of Control" and REIT qualification restrictions.
- Confirm the impact of the new dividend obligation on the Company's distributable earnings and cash flow.
- Check for any concurrent filings regarding the underwriting or sale of these shares.