Form 8-K - Current report

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 File Number)

(IRS Employer Identification No.)

799 Broadway

New York

10003

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (212) 850-7770

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbols:	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	RITM	New York Stock Exchange
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	RITM PR A	New York Stock Exchange
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	RITM PR B	New York Stock Exchange
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	RITM PR C	New York Stock Exchange
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock	RITM PR D	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2024, Rithm Capital Corp. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended September 30, 2024. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

The press release is being furnished, not filed, pursuant to this Item 2.02 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

In connection with his appointment as Managing Director of the Company, Andrew Sloves resigned from his position as a director of the Company on October 28, 2024, effective as of November 1, 2024.

Appointment of Director

On October 28, 2024, on the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the board of directors (the “Board”) of the Company, the Board elected William D. Addas as an independent director of the Company, effective as of November 1, 2024, in order to fill the vacancy resulting from the previously announced decision by Pamela F. Lenehan not to run for re-election at the 2023 annual meeting of stockholders. Mr. Addas will serve as a Class I director with a term expiring at the 2026 annual meeting of stockholders of the Company. The Board also appointed Mr. Addas as a member of the Audit Committee and the Compensation Committee of the Board, effective as of November 1, 2024.

Additionally, on October 28, 2024, on the recommendation of the Nominating Committee, the Board elected Ranjit M. Kripalani as an independent director of the Company, effective as of November 1, 2024, in order to fill the vacancy resulting from the resignation of Andrew Sloves, effective as of November 1, 2024. Mr. Kripalani will serve as a Class III director with a term expiring at the 2025 annual meeting of stockholders of the Company. The Board also appointed Mr. Kripalani as a member and the chairperson of the Mortgage Regulatory Compliance Committee and a member of the Nominating and Corporate Governance Committee, effective as of November 1, 2024.

As of the date of the appointment, neither Mr. Addas nor Mr. Kripalani has a material interest in any transactions required to be reported under Item 404(a) of Regulation S-K.

Each of Messrs. Addas and Kripalani will receive the standard annual Board compensation for non-employee directors for 2024, pro-rated. In connection with their election, each of Messrs. Addas and Kripalani entered into the Company’s customary indemnification agreement with the Company.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the elections of Mr. Ranjit Kripalani and Mr. William Addas to the Board is attached as Exhibit 99.2 hereto.

The press release is being furnished, not filed, pursuant to this Item 7.01 of this Current Report and shall not be deemed to be filed for purposes of Section 18 of 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press release, dated October 29, 2024, issued by Rithm Capital Corp.
99.2						Press release, dated October 29, 2024, issued by Rithm Capital Corp.
104						Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


RITHM CAPITAL CORP.
(Registrant)

/s/ Nicola Santoro, Jr.
Nicola Santoro, Jr.
Chief Financial Officer and Chief Accounting Officer

Date: October 29, 2024

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 distribution of $270.3 million, or $0.54 per diluted common share(1)(2)

•Common dividend of $129.9 million, or $0.25 per common share

•Book value per common share of $12.31(1)


	Q3 2024			Q2 2024
Summary Operating Results:
GAAP Net Income per Diluted Common Share(1)	$	0.20		$	0.43
GAAP Net Income	$	97.0	million	$	213.2	million

Non-GAAP Results:
Earnings Available for Distribution per Diluted Common Share(1)(2)	$	0.54		$	0.47
Earnings Available for Distribution(2)	$	270.3	million	$	231.1	million

Common Dividend:
Common Dividend per Share	$	0.25		$	0.25
Common Dividend	$	129.9	million	$	122.4	million

“Rithm had another terrific quarter in Q3 with the entire business demonstrating both operational resilience and earnings durability, which are increasingly the hallmarks of our well-balanced model,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of Rithm Capital. “Our core businesses are consistently creating value for shareholders through earnings, which is either distributed as dividends or reinvested back into compounding our growth, diversifying earnings and positioning the business for future success to benefit our shareholders and LPs alike.”

Third Quarter 2024 Company Highlights:

•Rithm Capital

•Rithm sold 30 million shares of common stock for gross proceeds of approximately $340 million

•Total Servicing portfolio of $878 billion unpaid principal balance (“UPB”) at September 30, 2024(3)

•Newrez

•Origination & Servicing segment pre-tax income of $245.9 million, excluding the MSR mark-to-market loss adjustment of $558.2 million, up from $227.6 million in Q2’24

•Generated a 24% pre-tax return on equity (“ROE”) on $4.3 billion of equity(4)(5)

•Total servicing UPB of $755 billion, an increase of 34% YoY, including $233 billion UPB of third-party servicing, an increase of 116% YoY

•Origination funded production volume of $15.9 billion, an increase of 9% QoQ and 43% YoY

•Genesis

•Mortgage Loans Receivable segment pre-tax income of $35.1 million

•Generated a 18% pre-tax ROE on $743 million of equity(6)

•Origination volume of $761 million, an increase of 26% YoY

•Issued second largest rated residential transitional loan securitization of $450 million, focused on ground-up construction

•Sculptor

•Approximately $34 billion of assets under management (“AUM”) at September 30, 2024(7)

•First closing of Real Estate Fund V at $1.3 billion focused on opportunistic real estate investments

•Closed a US CLO for a total of ~$400 million of AUM

(1)Per common share calculations for both GAAP Net Income and Earnings Available for Distribution are based on 496,800,687 and 490,981,282 weighted average diluted shares for the quarters ended September 30, 2024 and June 30, 2024, respectively. Per share calculations of Book Value are based on 519,732,422 common shares outstanding as of September 30, 2024.

(2)Earnings Available for Distribution is a non-GAAP financial measure. For a reconciliation of Earnings Available for Distribution to GAAP Net Income, as well as an explanation of this measure, please refer to the section entitled Non-GAAP Financial Measures and Reconciliation to GAAP Net Income below.

(3)Includes excess and full MSRs, as well as third-party servicing.

(4)Excludes full MSR mark-to-market loss adjustment of $558.2 million.

(5)ROE is calculated based on annualized pre-tax income, excluding MSR mark-to-market, divided by the average Origination and Servicing segment ending equity for the respective period.

(6)ROE is calculated based on annualized pre-tax income, divided by the average Mortgage Loans Receivable segment ending equity for the respective period.

(7)“Assets Under Management” (AUM) refers to the assets for which Sculptor provides investment management, advisory or certain other investment-related services. This is generally equal to the sum of (i) net asset value of the open-ended funds or gross asset value of Real Estate funds, (ii) uncalled capital commitments, (iii) par value of collateralized loan obligations. AUM includes amounts that are not subject to management fees, incentive income or other amounts earned on AUM. AUM also includes amounts that are invested in other Sculptor funds/vehicles. Our calculation of AUM may differ from the calculations of other asset managers, and as a result, may not be comparable to similar measures presented by other asset managers. Our calculations of AUM are not based on any definition set forth in the governing documents of the investment funds and are not calculated pursuant to any regulatory definitions. Sculptor AUM calculation methodology changed effective September 1, 2024.

ADDITIONAL INFORMATION

For additional information that management believes to be useful for investors, please refer to the latest presentation posted on the Investors - News section of the Company’s website, www.rithmcap.com. Information on, or accessible through, our website is not a part of, and is not incorporated into, this press release.

EARNINGS CONFERENCE CALL

Rithm Capital’s management will host a conference call on Tuesday, October 29, 2024 at 8:00 A.M. Eastern Time. A copy of the earnings release will be posted to the Investors - News section of Rithm Capital’s website, www.rithmcap.com.

The conference call may be accessed by dialing 1-833-974-2382 (from within the U.S.) or 1-412-317-5787 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “Rithm Capital Third Quarter 2024 Earnings Call.” In addition, participants are encouraged to pre-register for the conference call at https://dpregister.com/sreg/10193763/fdc41fbbf8.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.rithmcap.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available two hours following the call’s completion through 11:59 P.M. Eastern Time on Tuesday, November 5, 2024 by dialing 1-877-344-7529 (from within the U.S.) or 1-412-317-0088 (from outside of the U.S.); please reference access code “4703609.”

Rithm Capital Corp. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

($ in thousands, except share and per share data)


	Three Months Ended
	September 30, 2024		June 30, 2024
Revenues

Servicing fee revenue, net and interest income from MSRs and MSR financing receivables	$	493,171	$	498,978
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(139,784) and $(165,138), respectively)	(747,335)		(67,898)
Servicing revenue, net	(254,164)		431,080
Interest income	550,732		478,653
Gain on originated residential mortgage loans, held-for-sale, net	184,695		153,741
Other revenues	57,212		56,500


Asset management revenues	81,039		109,433
	619,514		1,229,407
Expenses
Interest expense and warehouse line fees	510,168		465,944
General and administrative	208,046		207,123
Compensation and benefits	265,673		270,448


	983,887		943,515
Other income (loss)
Realized and unrealized gains (losses), net	412,953		(14,769)
Other income (loss), net	(3,432)		19,042
	409,521		4,273
Income (loss) before income taxes	45,148		290,165
Income tax expense (benefit)	(78,433)		51,648
Net income (loss)	$	123,581	$	238,517
Noncontrolling interests in income of consolidated subsidiaries	1,839		2,961
Dividends on preferred stock	24,718		22,395
Net income (loss) attributable to common stockholders	$	97,024	$	213,161

Net income (loss) per share of common stock
Basic	$	0.20	$	0.44
Diluted	$	0.20	$	0.43
Weighted average number of shares of common stock outstanding
Basic	491,362,857		486,721,836
Diluted	496,800,687		490,981,282

Dividends declared per share of common stock	$	0.25	$	0.25

Rithm Capital Corp. and Subsidiaries

Consolidated Balance Sheets (Unaudited)

($ in thousands, except share data)


	September 30, 2024		June 30, 2024
Assets
Mortgage servicing rights and mortgage servicing rights financing receivables, at fair value	$	9,300,989	$	9,693,331
Government and government-backed securities ($10,110,166 and $9,300,237 at fair value, respectively)	10,134,897		9,325,097
Residential mortgage loans, held-for-investment, at fair value	378,032		368,866
Residential mortgage loans, held-for-sale ($3,115,934 and $3,837,929 at fair value, respectively)	3,185,873		3,910,823
Consumer loans, held-for-investment, at fair value	805,577		946,367
Single-family rental properties	1,040,645		1,025,324
Mortgage loans receivable, at fair value	1,869,852		2,049,266
Residential mortgage loans subject to repurchase	2,409,992		1,905,625
Cash and cash equivalents	1,639,539		1,238,736
Restricted cash	306,533		296,955
Servicer advances receivable	2,726,103		2,774,510


Other assets ($2,326,514 and $2,107,845 at fair value, respectively)	4,162,513		4,251,186
Assets of consolidated CFEs(A):
Investments, at fair value and other assets	4,315,417		4,232,803
Total Assets	$	42,275,962	$	42,018,889

Liabilities and Equity
Liabilities
Secured financing agreements	$	15,357,630	$	15,179,900
Secured notes and bonds payable ($197,234 and $205,286 at fair value, respectively)	9,410,773		9,955,891
Residential mortgage loan repurchase liability	2,409,992		1,905,625
Unsecured notes, net of issuance costs	1,200,791		1,197,294


Dividends payable	150,393		139,004
Accrued expenses and other liabilities ($560,312 and $503,925 at fair value, respectively)	2,357,516		2,644,728
Liabilities of consolidated CFEs(A):
Notes payable, at fair value and other liabilities	3,637,458		3,575,833
Total Liabilities	34,524,553		34,598,275

Commitments and Contingencies

Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 51,964,122 issued and outstanding, $1,299,104 aggregate liquidation preference	1,257,254		1,257,254
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 519,732,422 and 489,732,422 issued and outstanding, respectively	5,197		4,897
Additional paid-in capital	6,513,768		6,162,872
Retained earnings (accumulated deficit)	(177,658)		(143,185)
Accumulated other comprehensive income	57,981		44,755
Total Rithm Capital stockholders’ equity	7,656,542		7,326,593
Noncontrolling interests in equity of consolidated subsidiaries	94,867		94,021
Total Equity	7,751,409		7,420,614
Total Liabilities and Equity	$	42,275,962	$	42,018,889

(A) Includes assets and liabilities of certain consolidated VIEs that meet the definition of collateralized financing entities (“CFEs”). These assets can only be used to settle obligations and liabilities of such VIEs for which creditors do not have recourse to Rithm Capital Corp.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP NET INCOME

The Company has four primary variables that impact its performance: (i) net interest margin on assets held within the investment portfolio; (ii) realized and unrealized gains or losses on assets held within the investment portfolio and operating companies, including any impairment or reserve for expected credit losses; (iii) income from the Company’s operating company investments; and (iv) the Company’s operating expenses and taxes.

“Earnings available for distribution” is a non-GAAP financial measure of the Company’s operating performance, which is used by management to evaluate the Company’s performance excluding: (i) net realized and unrealized gains and losses on certain assets and liabilities; (ii) other net income and losses; (iii) non-capitalized transaction-related expenses; and (iv) deferred taxes.

The Company’s definition of earnings available for distribution excludes certain realized and unrealized gains and losses (including impairment and reserves as well as derivative activities), which although they represent a part of the Company’s recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance and are not considered to be part of the Company’s core operations. Within other net income and losses, management primarily excludes (i) equity-based compensation expenses, (ii) non-cash deferred interest expense (iii) amortization expense related to intangible assets and (iv) amortization of acquisition premium on Mortgage loans receivable as management does not consider this non-cash activity to be a component of earnings available for distribution. With regard to non-capitalized transaction-related expenses, management excludes (i) legal and valuation service costs, (ii) other professional service fees incurred when the Company acquires certain investments, as well as (iii) costs associated with the acquisition and integration of acquired businesses as management does not view these costs as part of the Company’s core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Management also excludes deferred taxes as management believes they are not representative of current operations.

Management believes that the adjustments to compute “earnings available for distribution” specified above allow investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company’s activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company’s current core performance using the same financial measure that management uses to operate the business. Management also utilizes earnings available for distribution as a financial measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company’s investments, as well as the allocation of resources between those investments, and management also relies on earnings available for distribution as an indicator of the results of such decisions. Earnings available for distribution is not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP net income which is inclusive of all of the Company’s activities.

The Company views earnings available for distribution as a consistent financial measure of its portfolio’s ability to generate income for distribution to common stockholders. Earnings available for distribution does not represent and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company’s calculation of this financial measure may not be comparable to similarly entitled financial measures reported by other companies. Furthermore, to maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. Because the Company views earnings available for distribution as a consistent financial measure of its ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company’s board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company’s taxable income, a guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.

Reconciliation of Non-GAAP Measure to the Respective GAAP Measure

The table below provides a reconciliation of earnings available for distribution to the most directly comparable GAAP financial measure (dollars in thousands, except share and per share data):


	Three Months Ended
	September 30, 2024		June 30, 2024
Net income (loss) attributable to common stockholders - GAAP	$	97,024	$	213,161
Adjustments:
Realized and unrealized (gains) losses, net, including MSR change in valuation inputs and assumptions	199,342		(71,480)
Other (income) loss, net	50,756		48,434
Computershare Mortgage Acquisition:
Bargain purchase gain	—		(28,161)
Non-recurring acquisition and restructuring expenses	—		14,936
Non-capitalized transaction-related expenses	3,242		7,775
Deferred taxes	(80,037)		46,451
Earnings available for distribution - Non-GAAP	$	270,327	$	231,116

Net income (loss) per diluted share	$	0.20	$	0.43
Earnings available for distribution per diluted share	$	0.54	$	0.47

Weighted average number of shares of common stock outstanding, diluted	496,800,687		490,981,282

SEGMENT INFORMATION

($ in thousands)


Third Quarter Ended September 30, 2024	Origination and Servicing		Investment Portfolio		Mortgage Loans Receivable		Asset Management		Corporate		Total
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables	$	441,562	$	51,609	$	—	$	—	$	—	$	493,171
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(139,784))	(682,599)		(64,736)		—		—		—		(747,335)
Servicing revenue, net	(241,037)		(13,127)		—		—		—		(254,164)
Interest income	211,631		267,558		66,262		5,281		—		550,732
Gain on originated residential mortgage loans, held-for-sale, net	171,700		12,995		—		—		—		184,695
Other investment portfolio revenues	—		57,212		—		—		—		57,212
Asset management revenues	—		—		—		81,039		—		81,039
Total revenues	142,294		324,638		66,262		86,320		—		619,514
Interest expense and warehouse line fees	164,366		286,160		34,304		8,243		17,095		510,168
General and administrative	99,359		64,438		5,298		27,317		11,634		208,046
Compensation and benefits	177,702		3,929		9,520		58,267		16,255		265,673
Total operating expenses	441,427		354,527		49,122		93,827		44,984		983,887
Realized and unrealized gains (losses), net	20		389,833		17,972		5,128		—		412,953
Other income (loss), net	(13,156)		1,354		36		8,334		—		(3,432)
Total other income (loss)	(13,136)		391,187		18,008		13,462		—		409,521
Income (loss) before income taxes	(312,269)		361,298		35,148		5,955		(44,984)		45,148
Income tax expense (benefit)	(84,764)		(4,916)		2,754		8,493		—		(78,433)
Net income (loss)	(227,505)		366,214		32,394		(2,538)		(44,984)		123,581
Noncontrolling interests in income (loss) of consolidated subsidiaries	847		(1,123)		—		2,115		—		1,839
Dividends on preferred stock	—		—		—		—		24,718		24,718
Net income (loss) attributable to common stockholders	$	(228,352)	$	367,337	$	32,394	$	(4,653)	$	(69,702)	$	97,024

Total Assets	$	16,888,982	$	20,904,603	$	3,083,322	$	1,378,846	$	20,209	$	42,275,962
Total Rithm Capital Stockholders' Equity	$	4,314,188	$	3,143,995	$	743,427	$	717,212	$	(1,262,280)	$	7,656,542


Second Quarter Ended June 30, 2024	Origination and Servicing		Investment Portfolio		Mortgage Loans Receivable		Asset Management		Corporate		Total
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables	$	442,016	$	56,962	$	—	$	—	$	—	$	498,978
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(165,138))	(127,401)		59,503		—		—		—		(67,898)
Servicing revenue, net	314,615		116,465		—		—		—		431,080
Interest income	178,445		235,662		59,573		4,971		2		478,653
Gain on originated residential mortgage loans, held-for-sale, net	155,771		(2,030)		—		—		—		153,741
Other investment portfolio revenues	—		56,500		—		—		—		56,500
Asset management revenues	—		—		—		109,433		—		109,433
Total revenues	648,831		406,597		59,573		114,404		2		1,229,407
Interest expense and warehouse line fees	152,477		254,331		29,106		8,333		21,697		465,944
General and administrative	91,057		60,704		6,306		31,440		17,616		207,123
Compensation and benefits	184,853		3,478		9,113		51,982		21,022		270,448
Total operating expenses	428,387		318,513		44,525		91,755		60,335		943,515
Realized and unrealized gains (losses), net	—		(41,975)		18,739		8,467		—		(14,769)
Other income (loss), net	27,293		(8,810)		(2,116)		2,675		—		19,042
Total other income (loss)	27,293		(50,785)		16,623		11,142		—		4,273
Income (loss) before income taxes	247,737		37,299		31,671		33,791		(60,333)		290,165
Income tax expense (benefit)	38,960		2,909		1,952		7,827		—		51,648
Net income (loss)	208,777		34,390		29,719		25,964		(60,333)		238,517
Noncontrolling interests in income (loss) of consolidated subsidiaries	1,016		1,110		—		835		—		2,961
Dividends on preferred stock	—		—		—		—		22,395		22,395
Net income (loss) attributable to common stockholders	$	207,761	$	33,280	$	29,719	$	25,129	$	(82,728)	$	213,161

Total Assets	$	16,264,142	$	21,289,580	$	2,817,309	$	1,637,511	$	10,347	$	42,018,889
Total Rithm Capital Stockholders' Equity	$	3,998,447	$	3,133,475	$	732,061	$	695,882	$	(1,233,272)	$	7,326,593

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this press release constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Cautionary Statement Regarding Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings filed with the U.S. Securities and Exchange Commission, which are available on the Company’s website (www.rithmcap.com). New risks and uncertainties emerge from time to time, and it is not possible for Rithm Capital to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this press release, and Rithm Capital expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Rithm Capital's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

ABOUT RITHM CAPITAL

Rithm Capital is a global asset manager focused on real estate, credit and financial services. Rithm makes direct investments and operates several wholly-owned operating businesses. Rithm’s businesses include Sculptor Capital Management, Inc., an alternative asset manager, as well as Newrez LLC and Genesis Capital LLC, leading mortgage origination and servicing platforms. Rithm Capital seeks to generate attractive risk-adjusted returns across market cycles and interest rate environments. Since inception in 2013, Rithm has delivered approximately $5.6 billion in dividends to shareholders. Rithm is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.

Investor Relations

212-850-7770

IR@RithmCap.com

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 and Chair of the Mortgage and Regulatory Compliance Committee

•Mr. Addas will be a member of the Board of Director’s Audit Committee and Compensation Committee

NEW YORK – (BUSINESS WIRE) - Rithm Capital Corp. (NYSE:RITM, “Rithm Capital” or the “Company”) announced today that the Board of Directors of the Company (the “Board”) has elected Ranjit Kripalani and William Addas as independent members of the Board, each effective as of November 1, 2024.

“We are extremely excited to announce Ron and Will as new additions to our Board of Directors during an exciting time in Rithm Capital’s growth as an asset manager,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of Rithm Capital. “Both Ron and Will bring tremendous capital markets experience and practical industry knowledge to the Board. We look forward to working with Ron and Will as we continue to execute on our strategy, diversify and drive growth across our businesses and enhance value for our stakeholders.”

In addition, Andrew Sloves will be joining Rithm Capital as a Managing Director to further develop the investment platform and will serve as a member of the investment committee. In connection with his appointment, Mr. Sloves has stepped down from his position as a director of the Company, effective as of November 1, 2024.

Ranjit M. Kripalani has served as a member of the Board of Directors of Griffin Realty Trust, Inc. (NYSE: GRT) and the chair of the Compensation Committee. Additionally, he served as a member of the Board of Directors of Western Asset Management Capital Corp and the chair of the Risk Committee. He has also served as a member of the Board of each of Combined Systems Incorporated and DAVI Audio. His prior work experience includes serving as the Chief Executive Officer of CRT Capital Group LLC, an institutionally focused broker-dealer. Prior to that, he worked at Countrywide Capital Markets, Inc. and Countrywide Financial Corporation from 1998 to 2008, where he served in a number of roles, including as president of capital markets and executive managing director of Countrywide Financial Corp.. Prior to joining Countrywide, Mr. Kripalani served as managing director and head of mortgage trading for Chase Securities, Inc. from 1995 to 1998, and as managing director and head of mortgage trading for PaineWebber, Inc. from 1985 to 1995. Mr. Kripalani has a Bachelor of Arts degree in International Relations from Tufts University and a Graduate Diploma in Business Studies from the London School of Economics.

William Addas has been a director of BGC Group since July 2023. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984 to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate. Mr. Addas holds a Bachelor of Arts from Brandeis University, and a Juris Doctor from the George Washington University Law School.

ABOUT RITHM CAPITAL

Investor Relations

212-850-7770

IR@RithmCap.com

Cover	Oct. 29, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 29, 2024
Entity Registrant Name	Rithm Capital Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35777
Entity Tax Identification Number	45-3449660
Entity Address, Postal Zip Code	10003
Entity Address, State or Province	NY
Entity Address, City or Town	New York
Entity Address, Address Line One	799 Broadway
City Area Code	212
Local Phone Number	850-7770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001556593
Amendment Flag	false
Common Stock, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	RITM
Security Exchange Name	NYSE
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	RITM PR A
Security Exchange Name	NYSE
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	RITM PR B
Security Exchange Name	NYSE
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	RITM PR C
Security Exchange Name	NYSE
7.00% Series D Fixed Rate Reset Cumulative Redeemable Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
Trading Symbol	RITM PR D
Security Exchange Name	NYSE

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