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 September 25, 2025. The filing reports the designation of a new class of preferred stock to raise capital and modify the rights of security holders.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, or debt metrics. It focuses exclusively on the terms of a new securities issuance.
- New Issuance: 8,740,000 shares of 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock.
- Liquidation Preference: $25.00 per share.
- Dividend Rate: 8.750% per annum, payable quarterly (February, May, August, November).
- Dividend Start Date: September 25, 2025.
Material Changes
The primary material change is the creation of the Series E Preferred Stock, which ranks senior to the Company's common stock regarding dividend payments and liquidation rights. This issuance adds to the Company's existing capital structure, which includes Common Stock and Series A, B, C, and D Preferred Stock.
Terms, Outlook, and Risks
- Redemption: The stock is not redeemable before November 15, 2030, except under limited circumstances to preserve REIT status or upon a Change of Control. After November 15, 2030, the Company may redeem the stock at $25.00 per share plus accrued dividends.
- Change of Control: Upon a Change of Control, the Company may redeem the stock within 120 days. Alternatively, holders may convert the preferred stock into common stock based on a formula.
- Voting Rights: Holders generally have no voting rights unless dividends are unpaid for six or more full quarterly periods.
- REIT Compliance: Ownership restrictions are in place to maintain the Company's qualification as a Real Estate Investment Trust (REIT).
Investor Verification Checklist
- Verify the total capital raised by multiplying 8,740,000 shares by the $25.00 liquidation preference.
- Review the full Certificate of Designations (Exhibit 3.9) for specific definitions of "Change of Control" and conversion formulas.
- Assess the impact of the new 8.750% dividend obligation on the Company's future cash flow and ability to pay common dividends.
- Confirm the Company's current REIT status and how this issuance affects its tax qualification.