Rithm Capital Corp美股招股说明书(2026-01-15版)

10,000,000Shares Rithm Capital Corp. 8.750% SeriesF Fixed-Rate Reset Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 Per Share) We are offering 10,000,000shares of our 8.750% SeriesF Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.01par value per share, with a liquidation preference of $25.00 per share (the “SeriesF Preferred Stock”) by this prospectussupplement and the accompanying prospectus. Dividends on the SeriesF Preferred Stock are cumulative from and including thedate of original issue and will be payable quarterly in arrears on or about the 15th day of February, May, August and Novemberof each year, commencing May15, 2026, in each case when, as, and if declared by our board of directors out of funds legallyavailable for such purpose. An initial dividend on the shares will be payable on May15, 2026 in an amount equal toapproximately $0.69271 per share. Dividends based on the stated liquidation preference of $25.00 per share will be payable onthe shares at a rate equal to (i)from and including the date of original issue to, but excluding, February15, 2031, 8.750% perannum, and (ii)thereafter, during each reset period, at a rate per annum equal to the five-year treasury rate as of the most recentreset dividend determination date (as described elsewhere in this prospectus supplement) plus 5.009% per annum. The SeriesF Preferred Stock is not redeemable by us prior to February15, 2031, except under circumstances where it isnecessary to preserve our qualification as a real estate investment trust (“REIT”), for U.S. federal income tax purposes andexcept as described below upon the occurrence of a Change of Control (as defined herein). On or after February15, 2031, wemay, at our option, subject to certain procedural requirements, redeem any or all of the shares of the SeriesF Preferred Stock forcash at a redemption price of $25.00 per share of the SeriesF Preferred Stock, plus any accumulated and unpaid dividendsthereon (whether or not authorized or declared) to, but excluding, the redemption date, without interest. In addition, upon theoccurrence of a Change of Control, we may, at our option, subject to certain procedural requirements, redeem any or all of theshares of the SeriesF Preferred Stock within 120days after the first date on which such Change of Control occurred, for cash ata redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized ordeclared) to, but excluding, the redemption date, without interest. The SeriesF Preferred Stock has no stated maturity, is notsubject to any sinking fund or mandatory redemption, and will remain outstanding indefinitely unless repurchased or redeemedby us or converted into shares of our common stock, par value $0.01 per share (our “common stock”), in connection with aChange of Control by the holders of the SeriesF Preferred Stock. Upon the occurrence of a Change of Control, each holder of the SeriesF Preferred Stock will have the right (subject to ourelection to redeem the SeriesF Preferred Stock in whole or in part, as described above, prior to the Change of ControlConversion Date (as defined herein)) to convert some or all of the shares of the SeriesF Preferred Stock held by such holder onthe Change of Control Conversion Date into a number of shares of our common stock per share of the SeriesF Preferred Stockequal to the lesser of: •the quotient obtained by dividing (i)the sum of the $25.00 liquidation preference per share of the SeriesF PreferredStock plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, theChange of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date (asdefined herein) and prior to the corresponding dividend payment date (as defined herein) for the SeriesF Preferred Stock,in which case no additional amount for such accumulated and unpaid dividends to be paid on such dividend payment datewill be included in this sum) by (ii)the Common Stock Price (as defined herein); and •4.38596 (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 thereceipt, under specified circumstances, of alternative consideration as described in this prospectus supplement. No current market exists for the SeriesF Preferred Stock. We intend to apply to list the shares of the SeriesF PreferredStock on the New York Stock Exchange (the “NYSE”) under the symbol “RITM PR F.” If the application is approved, trading of the SeriesF Preferred Stock on the NYSE is expected to commence within 30days after the original issue date of the SeriesFPreferred Stock. Our common stock is traded on the NYSE under the symbol “RITM.” There are restrictions on ownership of the SeriesF Preferred Stock intended to preserve our qualification as a REIT. Pleasesee