UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~ 21February 3, 2026

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

	Delaware
	(State or other jurisdiction of incorporation)
001-35777		45-3449660
(Commission File Number)		(IRS Employer Identification No.)

Delaware

799 Broadway New York New York	10003
(Address of principal executive offices)	(Zip Code)

(State or other jurisdiction of incorporation)

001-35777

45-3449660

(Commission File Number)

(IRS Employer Identification No.)

799 Broadway

New York

10003

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (212) 850-7770

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	~~Trading Symbols:~~	~~Name of each exchange on which registered:~~	Trading Symbols:	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	~~RITM~~	~~New York Stock Exchange~~	RITM	New York Stock Exchange
7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	~~RITM PR A~~	~~New York Stock Exchange~~	RITM PR A	New York Stock Exchange
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	~~RITM PR B~~	~~New York Stock Exchange~~	RITM PR B	New York Stock Exchange
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	~~RITM PR C~~	~~New York Stock Exchange~~	RITM PR C	New York Stock Exchange
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock	~~RITM PR D~~	~~New York Stock Exchange~~	RITM PR D	New York Stock Exchange
8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock	~~RITM PR E~~	~~New York Stock Exchange~~	RITM PR E	New York Stock Exchange
8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock			RITM PR F	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 32.0302. Results ~~Material~~of ~~Modifications~~Operations toand ~~Rights~~Financial ~~of Security Holders~~Condition.

On ~~January~~ 21February 3, 2026, ~~the~~Rithm ~~Company~~Capital ~~filed~~Corp. ~~a Certificate of Designations~~ (the “~~Certificate of Designations~~Company”) ~~with~~issued ~~the~~a ~~Secretary of~~press ~~State~~release ofannouncing the ~~State of Delaware to designate 11,500,000 shares of the~~ Company’s ~~authorized~~results ~~preferred~~for ~~stock~~its asfiscal ~~the~~quarter ~~8.750%~~and ~~Series F~~year ~~Fixed-Rate~~ended ~~Reset~~December 31, ~~Cumulative~~2025. ~~Redeemable~~A ~~Preferred~~copy ~~Stock,~~of ~~par~~the ~~value~~Company’s ~~$0.01~~press ~~per~~release ~~share,~~is ~~with~~attached ato ~~liquidation~~this ~~preference~~Current ofReport ~~$25.00~~on ~~per~~Form ~~share~~ 8-K (the “~~Series~~Current ~~F Preferred Stock~~Report”), ~~with~~as ~~the~~Exhibit ~~powers,~~99.1 ~~designations, preferences~~ and ~~other~~is ~~rights~~incorporated asherein ~~set~~solely ~~forth~~for ~~therein.~~purposes ~~The Certificate~~ of ~~Designations~~this ~~became~~Item ~~effective~~2.02 ~~upon filing on January 21, 2026~~disclosure.

The ~~Certificate~~ ofpress ~~Designations~~release ~~provides~~is ~~that~~being ~~the~~furnished, ~~Company~~not ~~will pay~~filed, ~~when,~~pursuant asto ~~and~~this ifItem ~~declared~~2.02 ~~by the Company’s board~~ of ~~directors,~~this ~~out of~~Current ~~funds~~Report ~~legally~~and ~~available~~shall ~~for~~not ~~the~~be ~~payment~~deemed ofto ~~dividends,~~be ~~quarterly~~filed ~~cumulative~~for ~~cash~~purposes ~~dividends~~of onSection ~~the~~18 ~~Series~~of ~~F Preferred Stock, in arrears, on or about~~ the ~~15th~~Securities ~~day~~Exchange Act of ~~each February~~1934, ~~May,~~as ~~August~~amended ~~and November~~ (~~provided~~the ~~that~~“Exchange ~~if any dividend payment date is not a business day~~Act”), ~~then~~or ~~the dividend which would~~ otherwise ~~have~~subject ~~been~~to ~~payable on that dividend payment date may be paid on~~ the ~~next~~liabilities ~~succeeding business~~of ~~day)~~that ~~(i) for each dividend period from~~section, ~~and~~nor ~~including,~~shall ~~January~~it ~~21,~~be ~~2026~~incorporated ~~to,~~by ~~but~~reference ~~excluding,~~into ~~February~~any ~~15,~~of ~~2031 (~~the ~~“First Reset~~Company’s ~~Date”),~~filings ~~8.750%~~under ~~per annum, and (ii) for each dividend period beginning on~~ the ~~First~~Securities ~~Reset~~Act ~~Date,~~of ~~during each reset period~~1933, ~~the~~ ~~five-year treasury rate~~ as ofamended, or the ~~most~~Exchange ~~recent~~Act, ~~Reset~~unless ~~Dividend~~expressly ~~Determination~~set ~~Date~~forth (as ~~defined~~being inincorporated ~~the~~by ~~Certificate~~reference ofinto ~~Designations)~~such ~~plus 5~~filing.~~009% per annum.~~

~~The Series~~Item F9.01 Financial ~~Preferred~~Statements ~~Stock ranks senior to the Company’s common stock, with respect to the payment of dividends~~ and ~~rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company~~Exhibits.

The Series F Preferred Stock will not be redeemable before February 15, 2031, except under certain limited circumstances intended to preserve the Company’s qualification as a real estate investment trust (~~“REIT”~~d) for U.S. federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Certificate of Designations). On or after February 15, 2031, the Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series F Preferred Stock, in whole or in part, at any time or from time to time, 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, the redemption date, without interest. Exhibits

Upon the occurrence of a Change of Control, the Company may, as its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series F Preferred Stock, in whole or in part, 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, the redemption date, without interest. The Series F Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control by the holders of Series F Preferred Stock.


Exhibit Number						Description
99.1						Press release, dated February 3, 2026, issued by Rithm Capital Corp.
104						Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

Upon the occurrence of a Change of Control, each holder of Series F Preferred Stock will have the right (subject to the Company’s election to redeem the Series F Preferred Stock, in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Certificate of Designations)) to convert some or all of the Series F Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company’s common stock per share of Series F Preferred Stock determined by formula, in each case, on the terms and subject to the conditions described in the Certificate of Designations, including provisions for the receipt, under specified circumstances, of alternative consideration.SIGNATURE

There are restrictions on ownership of the Series F Preferred Stock intended to preserve the Company’s qualification as a REIT. Holders of Series F Preferred Stock generally have no voting rights, but have limited voting rights if the Company fails to pay dividends for six or more full quarterly dividend periods (whether or not consecutive) and under certain other circumstances.

The foregoing description of the terms of the Series F Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.10 to the Company’s Form 8-A filed on January 21, 2026 and is incorporated herein by reference. A copy of the form of a certificate representing Series F Preferred Stock is filed as Exhibit 4.1 to the Company’s Form 8-A filed on January 21, 2026 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

No.		Description
3.1		Certificate of Designations of Rithm Capital Corp., designating the Company’s 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share (filed with the SEC as Exhibit 3.10 on Form 8-A filed on January 21, 2026 and incorporated herein by reference).
4.1		Form of certificate representing the 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock of Rithm Capital Corp. (filed with the SEC as Exhibit 4.1 on Form 8-A on January 21, 2026 and incorporated herein by reference).
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RITHM CAPITAL CORP. (Registrant) /s/ Nicola Santoro, Jr. Nicola Santoro, Jr. Chief Financial Officer and Chief Accounting Officer Date: ~~January~~ 21February 3, 2026

RITHM CAPITAL CORP. By: /s/ Nicola Santoro, Jr. Nicola Santoro, Jr. Chief Financial Officer and Chief Accounting Officer

Filing Compare · Rithm Capital Corp.