Rithm Capital Corp. Announces Pricing of Public Offering of Preferred Stock
Rithm Capital Corp. (NYSE:RITM, "Rithm" or the "Company")) announced that it priced an underwritten public offering of 7,600,000 shares of its 8.75% Series E Fixed-Rate Cumulative Redeemable Preferred Stock (the "Preferred Stock") with a liquidation preference of $25.00 per share, for gross proceeds of approximately $190,000,000, before deducting underwriting discount and other estimated offering expenses. The Company intends to apply to list the Preferred Stock on the New York Stock Exchange under the symbol "RITM PR E." The offering is expected to close on September 25, 2025, subject to customary closing conditions. In connection with the offering, the Company has granted the underwriters an overallotment option for a period of 30 days to purchase up to an additional 1,140,000 shares of the Preferred Stock.
The Company intends to use the net proceeds from this offering for investments and general corporate purposes.
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Investment Bank, Wells Fargo Securities, LLC, BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Piper Sandler & Co. are acting as joint bookrunners for the offering.
The offering is being made pursuant to the Company's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The offering is being made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and the prospectus in that registration statement and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus supplement and the prospectus may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, email: [email protected]; J.P. Morgan Securities LLC, 383 Madison Ave, New York, NY 10179, Attn – Investment Grade Syndicate Desk; Tel – 212-834-4533; RBC Capital Markets, LLC, Attention: DCM Transaction Management, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, email: [email protected]; UBS Investment Bank, 11 Madison Avenue, New York, New York 10010, Attention: Prospectus Department, Telephone number: (833) 481-0269; Wells Fargo Securities, LLC, 608 2nd Avenue South, Minneapolis, MN 55402, Attention: WFS Customer Service, email: [email protected] or by calling toll-free at 1-800-645-3751; BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by telephone at (212) 593-7555; Citigroup Global Markets Inc., c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-800-831-9146 or email: [email protected]; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or email at [email protected]; or Piper Sandler & Co., 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, Attention: FSG-DCM, toll-free: 1-866-805-4128, email: [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of the Preferred Stock, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
ABOUT RITHM
Rithm Capital Corp. is a global alternative asset manager with significant experience managing credit and real estate assets. The firm combines deep institutional expertise with an entrepreneurial culture that drives innovation and disciplined growth across multiple market segments. Rithm's integrated investment platform spans across asset-based finance, lending across residential and commercial real estate, mortgage servicing rights (MSRs) and structured credit. Through subsidiaries such as Newrez, Genesis Capital, and Sculptor Capital Management, Rithm has established a unique owner-operator model, capable of sourcing, financing, and actively managing debt and equity investments, to drive value for shareholders and investors.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the Company's ability to complete the offering, the intended use of proceeds of the offering and the expected closing date of the offering. Forward-looking statements are not historical in nature and can be identified by words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "would, "could," "goal," "objective," "will," "may," "seek," or similar expressions or their negative forms. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Rithm does not assume any duty or obligation (and does not undertake) to update or supplement any forward-looking statements. Because forward-looking statements are, by their nature, to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or developments could differ, possibly materially, from those that Rithm anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the section entitled "Risk Factors" in Rithm's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by Rithm with the SEC, copies of which are available on the SEC's website, www.sec.gov. The list of factors presented here is not, and should not be, considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
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