Rithm Capital Corp美股招股说明书(2025-09-22版)

Up to $750,000,000 of common stock This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time,of shares of our common stock, $0.01 par value per share, through 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 (each a “salesagent” and together, the “sales agents”) pursuant to the terms of the distribution agreement (as it may be amendedor supplemented from time to time, the “Distribution Agreement”), dated September22, 2025, among us and thesales agents. In accordance with the terms of the Distribution Agreement, we may offer and sell shares of ourcommon stock having an aggregate offering price of up to $750,000,000. Sales of our common stock, if any, maybe made in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined inRule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly onthe New York Stock Exchange (the “NYSE”) or sales made to or through a market maker other than on anexchange. Our common stock is listed on the NYSE under the symbol “RITM.” The last reported sales price of ourcommon stock on the NYSE on September 19, 2025 was $12.11 per share. Each sales agent will receive a commission not to exceed 2% of the gross sales price per share for any sharesof our common stock sold through it as our sales agent under the Distribution Agreement. Subject to the termsand conditions of the Distribution Agreement, the sales agents will use their commercially reasonable efforts tosell on our behalf any shares of common stock to be offered by us under the Distribution Agreement. The offeringof shares of our common stock pursuant to the Distribution Agreement will terminate upon the earlier of (1) thesale of all the shares of our common stock subject to the Distribution Agreement, and (2) the termination of theDistribution Agreement, pursuant to its terms, by either the sales agents or us. Under the terms of the Distribution Agreement, we also may sell shares of our common stock to any salesagent, as principal for its own account, at a price per share to be agreed upon at the time of sale. If we sell sharesof our common stock to any sales agent, acting as principal, we will enter into a separate terms agreement withthat sales agent, setting forth the terms of such transaction, and we will describe the terms agreement in a separateprospectus supplement or pricing supplement. Certain of our affiliates may also purchase securities in any offering. Investing in shares of our common stock involves a high degree of risk. Before buying any shares of ourcommon stock, you should carefully consider the risks that we have described in “Risk Factors” beginning onpage S-7of this prospectus supplement, as well as those described in our filings under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiiINCORPORATION BY REFERENCES-ivCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-12DISTRIBUTION POLICYS-13PLAN OF DISTRIBUTIONS-14LEGAL MATTERSS-16EXPERTSS-16ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3THE COMPANY6RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF CAPITAL STOCK14DESCRIPTION OF DEPOSITARY SHARES24DESCRIPTION OF WARRANTS26DESCRIPTION OF SUBSCRIPTION RIGHTS27DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS28SELLING STOCKHOLDERS28CERTAIN PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW AND OURCERTIFICATE OF INCORPORATION AND BYLAWS29U.S. FEDERAL INCOME TAX CONSIDERATIONS31CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS54PLAN OF DISTRIBUTION56LEGAL MATTERS60EXPERTS60 We have not, and the sales agents have not, authorized any dealer, salesperson or other person to give anyinformation or to make any representation other than those contained in or incorporated by reference into thisprospectus supplement, the accompanying prospectus or any applicable free writing prospectus. You must not relyupon any information or representation not contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or any applicable free writing prospectus as if we had authorized it. Thisprospectus supplement, the accompanying prospectus