Rithm Capital Corp. 8-K

What Happened
Rithm Capital Corp. (RITM) announced it filed a Certificate of Designations on January 21, 2026 to create 11,500,000 shares of 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock. The Certificate became effective upon filing and establishes the dividend, redemption, liquidation and other rights for the newly designated Series F preferred shares.

Key Details

• 11,500,000 shares designated as Series F Preferred Stock; par value $0.01; liquidation preference $25.00 per share.
• Dividends: cumulative cash dividends payable quarterly (around Feb/May/Aug/Nov 15) — 8.750% per year from Jan 21, 2026 until Feb 15, 2031 (First Reset Date).
• After Feb 15, 2031, dividend rate resets each period to the five-year Treasury rate (as determined) plus 5.009% per annum.
• Redemption and conversion: not redeemable before Feb 15, 2031 except limited REIT‑preserving circumstances or on a Change of Control; on/after Feb 15, 2031 the company may redeem at $25.00/share plus accrued dividends with 30–60 days’ notice. On a Change of Control, holders may convert into common stock per a formula (subject to company redemption election).
• Priority and rights: Series F ranks senior to common stock for dividends and liquidation; generally no voting rights except in limited situations (e.g., missed dividends for six or more full quarters). Ownership restrictions included to preserve the company’s REIT status.

Why It Matters
This filing changes Rithm’s capital structure by adding a sizable tranche of preferred stock that pays a fixed 8.75% dividend until 2031 and a reset rate thereafter. For investors, Series F holders will have priority over common shareholders for dividends and liquidation but limited voting power. The redemption terms mean the company cannot force repayment before 2031 (except narrow exceptions), but may redeem or face conversion and potential dilution on a Change of Control. The design includes REIT-preserving ownership limits, which can affect who can hold these shares.