Rithm Capital Corp. 8-K

What Happened
Rithm Capital Corp. (RITM) announced on May 14, 2026 that it closed a private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due June 1, 2031. The notes were issued under an indenture dated May 14, 2026 with U.S. Bank Trust Company, National Association, as trustee. The filing also reports the creation of this direct financial obligation.

Key Details

• Aggregate principal: $500.0 million; interest rate: 8.500% per year, payable semi‑annually on June 1 and December 1, beginning December 1, 2026.
• Maturity: June 1, 2031. Notes are senior unsecured, rank equally with other senior unsecured debt, are effectively subordinated to secured debt and structurally subordinated to liabilities of non‑guarantor subsidiaries; initially not guaranteed by subsidiaries.
• Change‑of‑control / mortgage trigger: holders may require repurchase at 101% of principal plus accrued interest.
• Redemption: callable before June 1, 2028 at 100% plus a make‑whole premium; on/after June 1, 2028 redeemable at declining premiums (104.25% in 2028, 102.125% in 2029, 100% in 2030+). Up to 40% may be redeemed prior to June 1, 2028 using certain equity‑offering proceeds at 108.5%.
• Covenant highlights: limits on incurring certain indebtedness (with defined exceptions) and a requirement to maintain Total Unencumbered Assets of at least 120% of outstanding Unsecured Indebtedness.
• Use of proceeds: general corporate purposes, which may include repayment of certain indebtedness. Notes were not registered under the Securities Act.

Why It Matters
This filing notifies investors that Rithm has taken on a substantial new senior unsecured debt obligation with a fixed 8.5% coupon and five‑year maturity, which will increase its interest expense and affect its capital structure. Key covenant and asset‑coverage requirements and the notes’ subordination to secured debt and non‑guarantor subsidiaries are important for assessing creditor priority and credit risk. The stated use of proceeds (including possible debt repayment) and redemption provisions are material to holders and to potential future financings.