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): June 17, 2025

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

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):

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 ☐

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. ☐

 

On June 17, 2025, Rithm Capital Corp. (“Rithm” or the “Company”) issued a press release announcing the pricing of a private offering of $500 million aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Senior Notes,” and such offering, the “Senior Notes Offering”). The Senior Notes Offering is expected to close on June 20, 2025, subject to customary closing conditions. A copy of the Company’s press release with respect to the Senior Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The Company intends to use a portion of the net proceeds from the Senior Notes Offering to redeem its outstanding 6.250% Senior Unsecured Notes due 2025 (the “2025 Notes”). This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2025 Notes. The Company intends to use the remaining net proceeds from the Senior Notes Offering for general corporate purposes, which may include the repayment of other indebtedness.

 

The 2030 Senior Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The 2030 Senior Notes are not registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The 2030 Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and it does not constitute a notice of redemption with respect to any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

 

 

(d)   Exhibits.