Rithm Capital Corp美股招股说明书(2025-09-19版)

Rithm Capital Corp.8.750% SeriesE Fixed-Rate Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 Per Share) We are offering 7,600,000 shares of our 8.750% SeriesE Fixed-Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, with a liquidationpreference of $25.00 per share (the “SeriesE Preferred Stock”) by this prospectus supplement and the accompanying prospectus. Dividends on the SeriesE PreferredStock are cumulative from and including the date of original issue and will be payable quarterly in arrears on or about the 15th day of February, May, August andNovember of each year, commencing February15, 2026, in each case when, as, and if declared by our board of directors out of funds legally available for such purpose.An initial dividend on the shares will be payable on February15, 2026 in an amount equal to approximately $0.85069 per share. Dividends based on the statedliquidation preference of $25.00 per share will be payable on the shares at a fixed rate equal to, from and including the date of original issue, 8.750% per annum.The SeriesE Preferred Stock is not redeemable by us prior to November15, 2030, except under circumstances where it is necessary to preserve our qualification as a real estate investment trust (“REIT”), for U.S. federal income tax purposes and except as described below upon the occurrence of a Change of Control (as definedherein). On or after November15, 2030, we may, at our option, subject to certain procedural requirements, redeem any or all of the shares of the SeriesE PreferredStock for cash at a redemption price of $25.00 per share of the SeriesE Preferred Stock, plus any accumulated and unpaid dividends thereon (whether or not authorizedor declared) to, but excluding, the redemption date, without interest. In addition, upon the occurrence of a Change of Control, we may, at our option, subject to certainprocedural requirements, redeem any or all of the shares of the SeriesE Preferred Stock within 120 days after the first date on which such Change of Control occurred,for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, theredemption date, without interest. The SeriesE Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and will remainoutstanding indefinitely unless repurchased or redeemed by us or converted into shares of our common stock, par value $0.01 per share (our “common stock”), inconnection with a Change of Control by the holders of the SeriesE Preferred Stock. Upon the occurrence of a Change of Control, each holder of the SeriesE Preferred Stock will have the right (subject to our election to redeem the SeriesEPreferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined herein)) to convert some or all of the shares of theSeriesE Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of the SeriesEPreferred Stock equal to the lesser of: •the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of the SeriesE Preferred Stock plus any accumulated andunpaid dividends thereon (whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless the Change of ControlConversion Date is after a dividend record date (as defined herein) and prior to the corresponding dividend payment date (as defined herein) for theSeriesE Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends to be paid on such dividend payment date willbe included in this sum) by (ii) the Common Stock Price (as defined herein); and•4.01284 (the “Share Cap”), subject to certain adjustments as explained herein; in each case, on the terms and subject to the conditions described in this prospectus supplement, including provisions for the receipt, under specified circumstances, ofalternative consideration as described in this prospectus supplement. No current market exists for the SeriesE Preferred Stock. We intend to apply to list the shares of the SeriesE Preferred Stock on the New York Stock Exchange(the “NYSE”) under the symbol “RITM PR E.” If the application is approved, trading of the SeriesE Preferred Stock on the NYSE is expected to commence within 30days after the original issue date of the SeriesE Preferred Stock. Our common stock is traded on the NYSE under the symbol “RITM.” There are restrictions on ownership of the SeriesE Preferred Stock intended to preserve our qualification as a REIT. Please see the sections entitled “Descriptionof the SeriesE Preferred Stock—Restrictions on Ownership and Transfer” in this prospectus supplement and “Description of Capital Stock—Restrictions on Ownershipand Transfer of Capital Stock” in the accompanying prospectus. In addition, except und