of this Current Report and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

The filing describes a stockholder approval of an amendment to the company's incentive plan, which is not related to any management change.

Entry into a Material Definitive Agreement. On May 14, 2026, Rithm Capital Corp. (the “Company”) closed its previously announced private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 (the “2031 Senior Notes”). The 2031 Senior Notes were issued pursuant to an indenture, dated as of May 14, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture and the form of…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in

Other Events. On May 12, 2026, Rithm Capital Corp. (“Rithm” or the “Company”) issued a press release announcing the pricing of a private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 (the “2031 Senior Notes,” and such offering, the “Senior Notes Offering”). The Senior Notes Offering is expected to close on May 14, 2026, subject to customary closing conditions. A copy of the Company’s press release with respect to the Senior Notes Offering is fil…

Other Events. On May 11, 2026, Rithm Capital Corp. (the “Company”) issued a press release announcing its intention to commence a private offering of $500 million aggregate principal amount of senior unsecured notes due 2031 (the “2031 Senior Notes,” and such offering, the “Senior Notes Offering”). A copy of the Company’s press release with respect to the Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The Company inte…

of this Current Report and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

of this Current Report and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Material Modifications to Rights of Security Holders. On January 21, 2026, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 11,500,000 shares of the Company’s authorized preferred stock as the 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (“Series F Preferred Stock”), with the powers, designa…

Entry into a Material Definitive Agreement. On January 13, 2026, Rithm Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by ref…

Completion of Acquisition or Disposition of Assets. On December 19, 2025, Rithm Capital Corp., a Delaware corporation (“ Rithm ”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, the “ Merger Agreement ”), by and among Rithm, Paramount Group, Inc., a Maryland corporation (“ Paramount ”), Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of Paramount (the “ Operat…

of this Current Report and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Material Modifications to Rights of Security Holders. On September 25, 2025, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 8,740,000 shares of the Company’s authorized preferred stock as the 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (“Series E Preferred Stock”), with the powers, designations…

Other Events. On September 22, 2025, the Company entered into a Distribution Agreement, dated September 22, 2025 (the “Distribution Agreement”), among the Company and BofA Securities, Inc., Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to sell shares of Common Stock (the “ATM Shares”) having an aggregate offering price…

Entry into a Material Definitive Agreement. On September 18, 2025, Rithm Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by r…

of this report, including the information in Exhibit 99.1 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended. Forward-Looking Statements Certain information in this Current Report on Form 8-K and the exhibits hereto may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, sta…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 17, 2025, Rithm Capital Corp., a Delaware corporation (“ Rithm ”), Paramount Group, Inc., a Maryland corporation (“ Paramount ”), Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of Paramount (the “ Operating Partnership ” and, together with Paramount, the “ Paramount Parties ”), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of R…

to this Form 8-K as required by the Delaware Court of Chancery (the “Court”) as further described below. On July 25, 2024, plaintiff Arthur Adler (“Plaintiff”), a purported company stockholder, filed a complaint against the Company and the members of its board of directors (the “Board”), captioned Adler v. Nierenberg, C.A. No. 2024-0797-LWW (the “Action”). In the Action, Plaintiff alleged that the constitution of the Board violated Company’s Amended and Restated Certificate of Incorporation o…

Other Events. Option Plan Prospectus Supplement On August 1, 2025, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Option Plan Prospectus Supplement”) to the prospectus dated August 1, 2025 included in the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-289162) (the “Registration Statement”). The Option Plan Prospectus Supplement was filed for the purpose of registering the issuance of securities pursuant to the…

of this Current Report and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in

Entry into a Material Definitive Agreement. On June 20, 2025, Rithm Capital Corp. (the “Company”) closed its previously announced private offering of $500 million aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued pursuant to an indenture, dated as of June 20, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture and the form o…

Other Events. On June 17, 2025, Rithm Capital Corp. (“Rithm” or the “Company”) issued a press release announcing the pricing of a private offering of $500 million aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Senior Notes,” and such offering, the “Senior Notes Offering”). The Senior Notes Offering is expected to close on June 20, 2025, subject to customary closing conditions. A copy of the Company’s press release with respect to the Senior Notes Offering is f…

Other Events. On June 16, 2025, Rithm Capital Corp. (the “Company”) issued a press release announcing its intention to commence a private offering of $500 million aggregate principal amount of senior unsecured notes due 2030 (the “2030 Senior Notes,” and such offering, the “Senior Notes Offering”). A copy of the Company’s press release with respect to the Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The Company int…

of this Current Report and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.