Rithm Capital Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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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): September 24, 2024

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

(212) 850-7770

(Registrant’s telephone number, including area code)

(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):

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

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 ☐

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On September 24, 2024, Rithm Capital Corp. (“Rithm” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and UBS Securities LLC, the representatives of the several underwriters named therein (collectively, the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 30,000,000 shares of the Company’s common stock at a price of $11.34 per share, and granted the Underwriters an option (the “Option”)  for 30 days to purchase up to an additional 4,500,000 shares of the Company’s common stock at a price of $11.34 per share. The shares of common stock are being sold pursuant to a prospectus supplement, dated September 24, 2024, and related prospectus, dated August 5, 2022, each filed with the Securities and Exchange Commission, relating to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-266599).

The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on September 26, 2024, subject to the conditions stated in the Underwriting Agreement.

The net proceeds from the sale of common stock in the offering is expected to be used for general corporate purposes.

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

SIGNATURE

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: September 26, 2024

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