RITM / Rithm Capital Corp. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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الإحصائيات الأساسية
LEI 549300WNTHGEO5LP2G31
CIK 1556593
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rithm Capital Corp.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
September 4, 2025 EX-99.1

Rithm Capital to Acquire Crestline Strategic Acquisition of $17 Billion Private Credit and Alternative Investment Solutions Manager Significantly Strengthens Rithm’s Asset Management Platform Adds Insurance and Reinsurance Capabilities to Rithm’s Exp

Exhibit 99.1 Rithm Capital to Acquire Crestline Strategic Acquisition of $17 Billion Private Credit and Alternative Investment Solutions Manager Significantly Strengthens Rithm’s Asset Management Platform Adds Insurance and Reinsurance Capabilities to Rithm’s Expanding Platform NEW YORK – September 04, 2025 – Rithm Capital Corp. (“Rithm”), a global alternative asset manager, today announced that i

September 4, 2025 8-K

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 4, 2025 Rithm Capital C

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 4, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

August 1, 2025 EX-FILING FEES

Form 424(b)(5) (Form Type) RITHM CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Table 1 – Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(5) (Form Type) RITHM CAPITAL CORP.

August 1, 2025 S-3ASR

As Filed with the Securities and Exchange Commission on August 1, 2025.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on August 1, 2025.

August 1, 2025 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

August 1, 2025 8-K

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): August 1, 2025 Rithm Capital Corp

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): August 1, 2025 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

August 1, 2025 424B5

Up to $500,000,000 of common stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-289162 PROSPECTUS SUPPLEMENT (To Prospectus dated August 1, 2025)   Up to $500,000,000 of common stock This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time, of shares of our common stock, $0.01 par value per share, through BofA Securities, Inc., Barclays Capital Inc., BTIG,

August 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

August 1, 2025 EX-FILING FEES

Calculation of Filing Fee Table Form S-3 (Form Type) RITHM CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) RITHM CAPITAL CORP.

August 1, 2025 424B2

Rithm Capital Corp. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-289162 Prospectus Supplement (To Prospectus dated August 1, 2025)   Rithm Capital Corp.   Common Stock This prospectus supplement is being filed for the purpose of registering the issuance of securities pursuant to the Rithm Capital Corp. (f/k/a New Residential Investment Corp.) Nonqualified Stock Option and Incentive Award Pl

August 1, 2025 EX-1.1

RITHM CAPITAL CORP. AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT

Exhibit 1.1 RITHM CAPITAL CORP. AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT August 1, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue N

August 1, 2025 EX-FILING FEES

Calculation of Filing Fee Table Form 424(b)(2) (Form Type) RITHM CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(2) (Form Type) RITHM CAPITAL CORP.

July 28, 2025 8-K

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): July 28, 2025 Rithm Capital Corp.

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): July 28, 2025 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

July 28, 2025 EX-99.1

Rithm Capital Corp. Announces Second Quarter 2025 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2025 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the second quarter ended June 30, 2025. “Rithm’s second-quarter results reflect our commitment to sustained performance” said Michael Nierenberg, Chief Executive Officer and Presi

June 20, 2025 8-K

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.

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) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

June 20, 2025 EX-4.1

INDENTURE Dated as of June 20, 2025 RITHM CAPITAL CORP., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2030 TABLE OF CONTENTS

Exhibit 4.1 Execution Version INDENTURE Dated as of June 20, 2025 between RITHM CAPITAL CORP., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 26 SECTION 1.03 Inapplicability of Trust Indenture Act 26 SECTION 1

June 17, 2025 EX-99.1

Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes NEW YORK — (BUSINESS WIRE) — June 17, 2025 — Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it has priced its previously announced offering of $500 million aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “notes”). The Company intends to use a portion o

June 17, 2025 8-K

Financial Statements and Exhibits, Other Events

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) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission File

June 16, 2025 EX-99.1

Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes NEW YORK—(BUSINESS WIRE)—June 16, 2025—Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it plans to offer $500 million aggregate principal amount of senior unsecured notes due 2030 (the “notes”). The Company intends to use a portion of the net proceeds from this offering to redeem

June 16, 2025 8-K

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 16, 2025 Rithm Capital Corp.

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 16, 2025 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

May 22, 2025 8-K

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): May 22, 2025 Rithm Capital Corp.

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): May 22, 2025 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 N

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

April 25, 2025 EX-99.1

Rithm Capital Corp. Announces First Quarter 2025 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2025 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the first quarter ended March 31, 2025: First Quarter 2025 Financial Highlights: •GAAP net income of $36.5 million, or $0.07 per diluted common share(1) •Earnings available for dis

April 25, 2025 8-K

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): April 25, 2025 Rithm Capital Corp

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): April 25, 2025 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

April 9, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 9, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

February 18, 2025 EX-21.1

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2024: Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware 55 Juneau LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Adoor Management LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender

February 18, 2025 EX-19.1

RITHM CAPITAL CORP. INSIDER TRADING COMPLIANCE POLICY EFFECTIVE AS OF FEBRUARY 2025 (THE “POLICY”)

EXHIBIT 19.1 RITHM CAPITAL CORP. INSIDER TRADING COMPLIANCE POLICY EFFECTIVE AS OF FEBRUARY 2025 (THE “POLICY”) This Policy applies to all directors, officers and employees of Rithm Capital Corp. ("Rithm" or the "Company"). Federal and state securities laws prohibit the purchase or sale of a security on the basis of Material Non-public Information (defined below). These laws also prohibit the diss

February 18, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35777 Rithm Capital Corp. (Exact name of registrant as specified

February 6, 2025 EX-99.1

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2024: Fourth Quarter 2024 Financial Highlights: •GAAP net income of $263.2 million, or $0.50 per diluted co

February 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 6, 2025 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

November 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

October 29, 2024 8-K

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): October 29, 2024 Rithm Capital Co

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): October 29, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

October 29, 2024 EX-99.2

Rithm Capital Corp. Elects Ranjit Kripalani and William Addas to the Board of Directors

Exhibit 99.2 Rithm Capital Corp. Elects Ranjit Kripalani and William Addas to the Board of Directors •Addition of Ranjit Kripalani and William Addas to the Board of Directors adds further depth to the Board’s financial services, corporate advisory, strategic planning and public board experience •Mr. Kripalani will be a member of the Board of Director’s Nominating and Corporate Governance Committee

October 29, 2024 EX-99.1

Rithm Capital Corp. Announces Third Quarter 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the third quarter ended September 30, 2024: Third Quarter 2024 Financial Highlights: •GAAP net income of $97.0 million, or $0.20 per diluted common share(1) •Earnings available for

September 26, 2024 EX-1.1

30,000,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version 30,000,000 Shares RITHM CAPITAL CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENT September 24, 2024 Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC UBS Securities LLC as Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gen

September 26, 2024 8-K

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

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) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission

September 25, 2024 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Rithm Capital Corp. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

September 25, 2024 424B5

30,000,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266599 PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 2022) 30,000,000 Shares   Rithm Capital Corp. Common Stock We are offering 30,000,000 shares of our common stock, $0.01 par value per share, by this prospectus supplement and the accompanying prospectus. Our common stock is listed on the New York Stock Exchange (the “

September 24, 2024 424B5

SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 2024

TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

August 12, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-3577 CUSIP Number: 64828T201 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

August 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

August 12, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm

August 12, 2024 EX-10.1

[signatures on the following page.]

EXHIBIT 10.1 04/26/2024 David Zeiden 42 Hendrie Avenue Riverside, Connecticut 06878 Dear David, It is with great pleasure that we extend to you an offer to join Rithm Capital Corporation (collectively with its subsidiaries and affiliates, the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agreement.” Title: You will serve as the Ch

August 12, 2024 EX-21.1

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2023: Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware 55 Juneau LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Adoor Management LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender

August 12, 2024 EX-4.1

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.11 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT This description of the general terms and provisions of our common stock, par value $0.01 per share, our 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), our 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series B Pr

August 12, 2024 EX-97.1

RITHM CAPITAL CORP. CLAWBACK POLICY

Exhibit 97.1 RITHM CAPITAL CORP. CLAWBACK POLICY The Board of Directors (the “Board”) of Rithm Capital Corp., a Delaware corporation (the “Company”), has determined that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following def

August 12, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777

August 12, 2024 EX-10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (“Agreement”) by and between Rithm Capital Corp. (f/k/a/ New Residential Investment Corp.) (the “Company”) and Michael Nierenberg (the “Executive”). WHEREAS, the Employment Agreement generally established the terms and conditions of the Executive’s annual cash compensation and the Executive’s annu

July 31, 2024 EX-99.1

Rithm Capital Corp. Announces Second Quarter 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the second quarter ended June 30, 2024: Second Quarter 2024 Financial Highlights: •GAAP net income of $213.2 million, or $0.43 per diluted common share(1) •Earnings available for

July 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2024 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

July 22, 2024 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): July 22, 2024 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

June 28, 2024 SC 13D/A

AJX / Great Ajax Corp. / Rithm Capital Corp. - SC 13D/A Activist Investment

SC 13D/A 1 ef20031866sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Great Ajax Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38983D300 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850

June 18, 2024 SC 13D

AJX / Great Ajax Corp. / Rithm Capital Corp. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Great Ajax Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38983D300 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Telephone Number of Person Authori

May 23, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 23, 2024 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 N

May 3, 2024 EX-10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (“Agreement”) by and between Rithm Capital Corp. (f/k/a/ New Residential Investment Corp.) (the “Company”) and Michael Nierenberg (the “Executive”). WHEREAS, the Employment Agreement generally established the terms and conditions of the Executive’s annual cash compensation and the Executive’s annu

May 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

May 1, 2024 EX-99.1

RITHM CAPITAL CORP. COMPLETES ACQUISITION OF COMPUTERSHARE MORTGAGE SERVICES INC., EXPANDING NEWREZ LLC’S SERVICING PORTFOLIO AND SUBSERVICING PLATFORM

Exhibit 99.1 RITHM CAPITAL CORP. COMPLETES ACQUISITION OF COMPUTERSHARE MORTGAGE SERVICES INC., EXPANDING NEWREZ LLC’S SERVICING PORTFOLIO AND SUBSERVICING PLATFORM 5/1/2024 NEW YORK-(BUSINESS WIRE)- Rithm Capital Corp. (NYSE: RITM; “Rithm Capital”) today completed its previously announced acquisition of Computershare Mortgage Services Inc. and certain affiliated companies, including Specialized L

May 1, 2024 8-K

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): May 1, 2024 Rithm Capital Corp. (

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): May 1, 2024 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 Nu

April 30, 2024 8-K

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): April 30, 2024 Rithm Capital Corp

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): April 30, 2024 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

April 30, 2024 EX-99.1

Rithm Capital Corp. Announces First Quarter 2024 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2024 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital,” “Rithm” or the “Company”) today reported the following information for the first quarter ended March 31, 2024: First Quarter 2024 Financial Highlights: •GAAP net income of $261.6 million, or $0.54 per diluted common share(1) •Earnings available for di

April 11, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 11, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

March 19, 2024 8-K

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): March 19, 2024 Rithm Capital Corp

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): March 19, 2024 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

March 19, 2024 EX-4.1

INDENTURE Dated as of March 19, 2024 RITHM CAPITAL CORP., as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2029

Exhibit 4.1 INDENTURE Dated as of March 19, 2024 between RITHM CAPITAL CORP., as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.000% Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 26 SECTION 1.03 Inapplicability of Trust Indenture Act 26 SECTION 1.04 Rules of Cons

March 19, 2024 EX-99.1

Rithm Capital Corp. Announces Early Tender Results for its 6.250% Senior Unsecured Notes Due 2025

Exhibit 99.1 Rithm Capital Corp. Announces Early Tender Results for its 6.250% Senior Unsecured Notes Due 2025 NEW YORK—(BUSINESS WIRE)—March 18, 2024— Rithm Capital Corp. (NYSE: RITM; “Rithm”) announced today the early tender results of the previously announced cash tender offer (the “Tender Offer”) to purchase up to $275 million aggregate principal amount (the “Tender Cap”) of Rithm’s outstandin

March 15, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 15, 2024 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

March 6, 2024 EX-99.1

Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Pricing of Offering of Senior Unsecured Notes NEW YORK — (BUSINESS WIRE) — March 5, 2024 — Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it has priced its previously announced offering of $775 million aggregate principal amount of 8.000% senior unsecured notes due 2029 (the “notes”). The Company intends to use a portion o

March 6, 2024 8-K

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): March 5, 2024 Rithm Capital Corp.

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): March 5, 2024 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

March 4, 2024 8-K

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): March 4, 2024 Rithm Capital Corp.

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): March 4, 2024 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

March 4, 2024 EX-99.2

Rithm Capital Corp. Announces Commencement of Tender Offer for 6.250% Senior Unsecured Notes Due 2025

Exhibit 99.2 Rithm Capital Corp. Announces Commencement of Tender Offer for 6.250% Senior Unsecured Notes Due 2025 NEW YORK—(BUSINESS WIRE)—March 4, 2024—Rithm Capital Corp. (NYSE: RITM; “Rithm”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to $275 million of Rithm’s $550 million in aggregate principal amount of outstanding 6.250% Senior Unsecured Notes due

March 4, 2024 EX-99.1

Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes

Exhibit 99.1 Rithm Capital Corp. Announces Proposed Offering of Senior Unsecured Notes NEW YORK—(BUSINESS WIRE)—March 4, 2024—Rithm Capital Corp. (NYSE: RITM; “Rithm” or the “Company”) announced today that it plans to offer $775 million aggregate principal amount of senior unsecured notes due 2029 (the “notes”). The Company intends to use a portion of the net proceeds from this offering for the re

February 27, 2024 EX-10.1

RITHM CAPITAL MANAGEMENT LLC LONG TERM INCENTIVE PLAN

Exhibit 10.1 RITHM CAPITAL MANAGEMENT LLC LONG TERM INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Rithm Capital Management LLC, a Delaware limited liability company (the “Company”), hereby establishes this Long Term Incentive Plan (this “Plan”) as set forth herein. To the extent that Awards granted hereunder are settled in REIT Shares (as defined below), the Plan is intended

February 27, 2024 8-K

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): February 26, 2024 Rithm Capital C

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): February 26, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

February 20, 2024 EX-21.1

RITHM CAPITAL CORP. SUBSIDIARIES*

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES* The following were significant subsidiaries of the Registrant as of December 31, 2023: Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware 55 Juneau LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Adoor Management LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender

February 20, 2024 EX-97.1

RITHM CAPITAL CORP. CLAWBACK POLICY

Exhibit 97.1 RITHM CAPITAL CORP. CLAWBACK POLICY The Board of Directors (the “Board”) of Rithm Capital Corp., a Delaware corporation (the “Company”), has determined that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following def

February 20, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (Exac

February 14, 2024 SC 13G/A

RITM / Rithm Capital Corp. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rithm Capital Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 13, 2024 SC 13G/A

RITM / Rithm Capital Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01828-rithmcapitalcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Rithm Capital Corp Title of Class of Securities: Common Stock CUSIP Number: 64828T201 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designat

February 7, 2024 8-K

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): February 7, 2024 Rithm Capital Co

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): February 7, 2024 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

February 7, 2024 EX-99.1

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2023: Fourth Quarter 2023 Financial Highlights: •GAAP net loss of ($87.5) million, or ($0.18) per diluted common sha

November 17, 2023 EX-99.1

Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management

Exhibit 99.1 Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management NEW YORK, November 17, 2023 – Rithm Capital Corp. (NYSE: RITM; “Rithm”) today completed its previously announced acquisition of Sculptor Capital Management Inc. (“Sculptor”) for $12.70 per Class A share in a transaction valued at approximately $719.8 million. In connection with the completion of the transaction,

November 17, 2023 8-K

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): November 17, 2023 Rithm Capital C

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): November 17, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

November 17, 2023 SC 13D/A

SCU / Sculptor Capital Management Inc - Class A / Rithm Capital Corp. - SC 13D/A Activist Investment

SC 13D/A 1 ef20014948sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sculptor Capital Management, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 811246107 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 100

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

October 27, 2023 EX-2.1

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2, dated as of October 26, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended by that certain Amendment No. 1, dated as of October 12, 2023, the “Merger Agreement”), by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”),

October 27, 2023 EX-99.1

Rithm Capital Corp. Enters into Amended Merger Agreement to Acquire Sculptor Capital Management For $12.70 Per Sculptor Class A Share Daniel S. Och and Other Former EMDs Have Entered into Binding Agreement to Vote Shares in Support of the Rithm Trans

Exhibit 99.1 Rithm Capital Corp. Enters into Amended Merger Agreement to Acquire Sculptor Capital Management For $12.70 Per Sculptor Class A Share Daniel S. Och and Other Former EMDs Have Entered into Binding Agreement to Vote Shares in Support of the Rithm Transaction and Dismiss their Pending Litigation Transaction Expected to Close Shortly After Sculptor Stockholders’ Meeting Scheduled on Novem

October 27, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 27, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

October 27, 2023 EX-10.1

TRANSACTION SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2023, by and among Rithm Capital Corp., a Delaware corporation (“Parent”), each of the persons listed under the heading “Stockholders” on the signature pages hereto (other than Parent, each, a “Stockholder” and collectively, the “Stockholders

October 27, 2023 SC 13D/A

SCU / Sculptor Capital Management Inc - Class A / Rithm Capital Corp. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sculptor Capital Management, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 811246107 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Tele

October 26, 2023 EX-99.1

Rithm Capital Corp. Announces Third Quarter 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the third quarter ended September 30, 2023: Third Quarter 2023 Financial Highlights: •GAAP net income of $193.9 million, or $0.40 per diluted common share(1) •Earnings available for distrib

October 26, 2023 8-K

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): October 26, 2023 Rithm Capital Co

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): October 26, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

October 18, 2023 EX-99.1

Rithm Capital Issues Statement Regarding Latest Actions by Certain Former Executive Managing Directors of Sculptor

Exhibit 99.1 Rithm Capital Issues Statement Regarding Latest Actions by Certain Former Executive Managing Directors of Sculptor NEW YORK — October 18, 2023 — Rithm Capital Corp. (“Rithm”) (NYSE: RITM) today issued the following statement in response to the complaint filed by the Former EMD Group on October 17, 2023. “During the process, as outlined further in the Sculptor Management Inc. (“Sculpto

October 18, 2023 8-K

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): October 18, 2023 Rithm Capital Co

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): October 18, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

October 13, 2023 SC 13D

SCU / Sculptor Capital Management Inc - Class A / Rithm Capital Corp. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sculptor Capital Management, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 811246107 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Telep

October 12, 2023 8-K

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): October 12, 2023 Rithm Capital Co

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): October 12, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

October 12, 2023 EX-2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1, dated as of October 12, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (the “Merger Agreement”), by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the

October 12, 2023 EX-99.1

Rithm Capital Corp. Enters into Amended Definitive Merger Agreement to Acquire Sculptor Capital Management for $12.00 Per Sculptor Class A Share Special Meeting to be Held on November 16, 2023 Sculptor Files Definitive Proxy Materials with SEC

Exhibit 99.1 Rithm Capital Corp. Enters into Amended Definitive Merger Agreement to Acquire Sculptor Capital Management for $12.00 Per Sculptor Class A Share Special Meeting to be Held on November 16, 2023 Sculptor Files Definitive Proxy Materials with SEC NEW YORK— October 12, 2023 — Rithm Capital Corp. (NYSE: RITM) (“Rithm”) and Sculptor Capital Management Inc. (NYSE: SCU) (“Sculptor”) today ann

October 2, 2023 8-K

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): October 2, 2023 Rithm Capital Cor

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): October 2, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fil

October 2, 2023 EX-99.1

Rithm Capital to Acquire Specialized Loan Servicing LLC Transaction Grows Newrez’s Third-Party Servicing Business to $180 Billion

FOR IMMEDIATE RELEASE Rithm Capital to Acquire Specialized Loan Servicing LLC Transaction Grows Newrez’s Third-Party Servicing Business to $180 Billion Rithm Capital Corp.

August 4, 2023 S-8

As filed with the U.S. Securities and Exchange Commission on August 4, 2023 Registration No. 333-

As filed with the U.S. Securities and Exchange Commission on August 4, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State or other jurisdiction of incorporation or organization) (I.R.S.

August 4, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp.

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

August 4, 2023 EX-10.1

RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN

EXHIBIT 10.1 RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan The name of the Plan is the Rithm Capital Corp. 2023 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company or its Affi

August 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2023 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

August 2, 2023 EX-99.1

Rithm Capital Corp. Announces Second Quarter 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the second quarter ended June 30, 2023: Second Quarter 2023 Financial Highlights: •GAAP net income of $357.4 million, or $0.74 per diluted common share(1) •Earnings available for distribut

July 24, 2023 EX-99.2

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and James Levin, James Levin 2012 Dynasty Trust, James Levin 2010 Family Trust and James Levin March 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Manageme

July 24, 2023 EX-99.3

VOTING AGREEMENT

Exhibit 99.3 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Wayne Cohen, Cohen Family 2010 Trust and Wayne N. Cohen 2019 Family Trust (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporation

July 24, 2023 EX-99.5

VOTING AGREEMENT

Exhibit 99.5 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Peter Wallach and Peter Wallach April 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), and/or a

July 24, 2023 EX-99.4

VOTING AGREEMENT

Exhibit 99.4 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2023, by and between Rithm Capital Corp., a Delaware corporation (“Parent”), and Brett Klein, Brett Klein Family 2012 Trust and Brett S. Klein March 2022 GRAT (other than Parent, collectively, the “Stockholder”), each a stockholder of Sculptor Capital Management, Inc., a Delaware corporat

July 24, 2023 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG RITHM CAPITAL CORP., CALDER SUB, INC., CALDER SUB I, LP, CALDER SUB II, LP, CALDER SUB III, LP, SCULPTOR CAPITAL LP, SCULPTOR CAPITAL ADVISORS LP, SCULPTOR CAPITAL ADVISORS II LP SCULPTOR CAPITAL MANAGEMENT,

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG RITHM CAPITAL CORP., CALDER SUB, INC., CALDER SUB I, LP, CALDER SUB II, LP, CALDER SUB III, LP, SCULPTOR CAPITAL LP, SCULPTOR CAPITAL ADVISORS LP, SCULPTOR CAPITAL ADVISORS II LP AND SCULPTOR CAPITAL MANAGEMENT, INC. JULY 23, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Definitional and Interpretat

July 24, 2023 8-K

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): July 24, 2023 Rithm Capital Corp.

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): July 24, 2023 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

July 24, 2023 EX-99.1

Rithm Capital Corp. to Acquire Sculptor Capital Management Together, Rithm and Sculptor form a strong partnership offering global investors best in class investment capabilities across multiple asset classes. Rithm Capital to host a conference call t

Exhibit 99.1 Rithm Capital Corp. to Acquire Sculptor Capital Management Together, Rithm and Sculptor form a strong partnership offering global investors best in class investment capabilities across multiple asset classes. Rithm Capital to host a conference call today at 8:00 AM ET. NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm”), an asset manager focused on the real estate a

May 30, 2023 8-K

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): May 30, 2023 Rithm Capital Corp.

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): May 30, 2023 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 N

May 30, 2023 EX-10.1

RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN

Exhibit 10.1 RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN RITHM CAPITAL CORP. 2023 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan The name of the Plan is the Rithm Capital Corp. 2023 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company or its Affi

May 25, 2023 8-K

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): May 25, 2023 Rithm Capital Corp.

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): May 25, 2023 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 N

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp.

May 5, 2023 EX-10.2

AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINIT

EXHIBIT 10.2 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1.1 Purpose. This Plan is an amendment and restatement of that certain New Residential Investment Corp. Nonqualified Stock Option an

May 4, 2023 8-K

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): May 4, 2023 Rithm Capital Corp. (

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): May 4, 2023 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 Nu

May 4, 2023 EX-99.1

Rithm Capital Corp. Announces First Quarter 2023 Results

Exhibit 99.1 Rithm Capital Corp. Announces First Quarter 2023 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the first quarter ended March 31, 2023: First Quarter 2023 Financial Highlights: • GAAP net income of $68.9 million, or $0.14 per diluted common share(1) • Earnings available for distributi

April 11, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

April 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

February 17, 2023 EX-21.1

RITHM CAPITAL CORP. SUBSIDIARIES

EXHIBIT 21.1 RITHM CAPITAL CORP. SUBSIDIARIES Subsidiary Jurisdiction of Incorporation/Organization 120 Fifth Holdings LLC Delaware ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender Services, LLC Pennsylvania Avenue Title Agency, LLC Delaware Blackwell Properties LLC Delaware Blackwell Property Acquisitions Parent LLC De

February 17, 2023 EX-10.1

INDEMNIFICATION AGREEMENT

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of [•] (this “Agreement”), between Rithm Capital Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and In

February 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (Exac

February 17, 2023 EX-99.1

AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINIT

Exhibit 99.1 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of February 16, 2023 AMENDED AND RESTATED RITHM CAPITAL CORP. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1.1 Purpose. This Plan is an amendment and restatement of that certain New Residential Investment Corp. Nonqualified Stock Option an

February 17, 2023 EX-10.30

[signatures on the following page.]

EXHIBIT 10.30 August 1, 2022 Phil Sivin c/o Fortress Investment Group 1345 Avenue of the Americas New York, NY 10105 Dear Phil: It is with great pleasure that we extend to you an offer to join New Residential Investment Corp. (collectively with its subsidiaries and affiliates, the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agre

February 17, 2023 EX-4.11

Exhibit 4.11

Exhibit 4.11 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT This description of the general terms and provisions of our common stock, par value $0.01 per share, our 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), our 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series B Pr

February 17, 2023 S-8

As filed with the U.S. Securities and Exchange Commission on February 17, 2023

As filed with the U.S. Securities and Exchange Commission on February 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State or other jurisdiction of incorporation or organization) (I.R

February 17, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Rithm Capital Corp.

February 14, 2023 SC 13G

NRZ / New Residential Investment Corp / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rithm Capital Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X]

February 10, 2023 SC 13G/A

NRZ / New Residential Investment Corp / Fortress Investment Group LLC - SCHEDULE 13G, AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Rithm Capital Corp. (f/k/a New Residential Investment Corp.) (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

February 9, 2023 SC 13G/A

NRZ / New Residential Investment Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01802-rithmcapitalcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Rithm Capital Corp. Title of Class of Securities: REIT CUSIP Number: 64828T201 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the r

February 8, 2023 EX-99.1

Rithm Capital Corp. Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Rithm Capital Corp. Announces Fourth Quarter and Full Year 2022 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the fourth quarter ended and full year ended December 31, 2022: Fourth Quarter 2022 Financial Highlights: •GAAP net income of $81.8 million, or $0.17 per diluted common share

February 8, 2023 8-K

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): February 8, 2023 Rithm Capital Co

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): February 8, 2023 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

January 4, 2023 EX-99.1

Rithm Capital Corp. Elects Peggy Hwan Hebard to the Board of Directors

Exhibit 99.1 Rithm Capital Corp. Elects Peggy Hwan Hebard to the Board of Directors ? Addition of Peggy Hwan Hebard to the Board of Directors adds further depth to the Board?s financial services, corporate advisory, strategic planning and public board experience ? Ms. Hebard will be a member of the Board of Director?s Audit Committee and Compensation Committee NEW YORK ? (BUSINESS WIRE) ? Rithm Ca

January 4, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 30, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

December 16, 2022 8-K

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): December 14, 2022 Rithm Capital C

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): December 14, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission F

December 13, 2022 LETTER

LETTER

United States securities and exchange commission logo December 13, 2022 Nicola Santoro, Jr.

December 8, 2022 CORRESP

***

CORRESP 1 filename1.htm December 8, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: Rithm Capital Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. Monick: On

December 6, 2022 LETTER

LETTER

United States securities and exchange commission logo December 6, 2022 Nicola Santoro, Jr.

November 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Co

November 2, 2022 EX-99.1

Rithm Capital Corp. Announces Third Quarter 2022 Results

Exhibit 99.1 Rithm Capital Corp. Announces Third Quarter 2022 Results NEW YORK - (BUSINESS WIRE) — Rithm Capital Corp. (NYSE: RITM; “Rithm Capital” or the “Company”) today reported the following information for the third quarter ended September 30, 2022: Third Quarter 2022 Financial Highlights: •GAAP net income of $124.5 million, or $0.26 per diluted common share(1) •Earnings available for distrib

November 2, 2022 8-K

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): November 2, 2022 Rithm Capital Co

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): November 2, 2022 Rithm Capital Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commission Fi

October 24, 2022 CORRESP

***

CORRESP 1 filename1.htm October 24, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: Rithm Capital Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. Monick: On

October 7, 2022 LETTER

LETTER

United States securities and exchange commission logo October 7, 2022 Nicola Santoro, Jr.

August 23, 2022 CORRESP

***

August 23, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.

August 8, 2022 EX-5.3

[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]

Exhibit 5.3 [Skadden, Arps, Slate, Meagher & Flom LLP Letterhead] August 5, 2022 Rithm Capital Corp. 799 Broadway New York, New York 10003 RE: Rithm Capital Corp. Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special United States counsel to Rithm Capital Corp., a Delaware corporation (the ?Company?), in connection with the registration statement on Form S-3 (the ?Regis

August 8, 2022 EX-1.1

DISTRIBUTION AGREEMENT

Exhibit 1.1 DISTRIBUTION AGREEMENT August 5, 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 J.P. Mor

August 8, 2022 8-K

Financial Statements and Exhibits, Other Events

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) August 5, 2022 (August 5, 2022) RITHM CAPITAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-35777 45-3449660 (State or other jurisdiction of incorporation)

August 5, 2022 424B5

Up to $500,000,000 of common stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266599 PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 2022) ? Up to $500,000,000 of common stock This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time, of shares of our common stock, $0.01 par value per share, through BofA Securities, Inc., Barclays Capital Inc., BTIG,

August 5, 2022 424B2

Rithm Capital Corp. Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-266599 Prospectus Supplement (To Prospectus dated August 5, 2022) ? Rithm Capital Corp. Common Stock This prospectus supplement is being filed for the purpose of registering the issuance of securities pursuant to the New Residential Investment Corp. Nonqualified Stock Option and Incentive Award Plan adopted as of April 29, 201

August 5, 2022 EX-10.68

EMPLOYMENT AGREEMENT

EXHIBIT 10.68 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made by and between New Residential Investment Corp. (the ?Company?) and Michael Nierenberg (the ?Executive?), and is effective as of the Effective Date (as defined below). The Executive and the Company are collectively referred to herein as the ?Parties? and individually as a ?Party.? WHEREAS, referenc

August 5, 2022 S-3ASR

As Filed with the Securities and Exchange Commission on August 5, 2022.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on August 5, 2022.

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 Rithm Capital Corp. (

August 5, 2022 424B5

47,597,270 Shares Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266599 PROSPECTUS SUPPLEMENT (To Prospectus dated August 5, 2022) ? 47,597,270 Shares Common Stock This prospectus supplement relates to the offer and sale, from time to time, of up to 47,597,270 shares of our common stock, $0.01 par value per share (the ?common stock?), by the selling stockholders (the ?selling stockholders?)

August 5, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Rithm Capital Corp.

August 5, 2022 EX-10.69

EX-10.69

EXHIBIT 10.69 August 1, 2022 Nick Santoro c/o Fortress Investment Group 1345 Avenue of the Americas New York, NY 10105 Dear Nick: It is with great pleasure that we extend to you an offer to join New Residential Investment Corp. (collectively with its subsidiaries and affiliates, the ?Company?), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the ?Letter Ag

August 5, 2022 EX-25.1

EX-25.1

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. Emp

August 5, 2022 EX-FILING FEES

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Rithm Capital Corp.

August 5, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rithm Capital Corp.

August 5, 2022 EX-FILING FEES

Calculation of Filing Fee Tables 424(b)(2) (Form Type) Rithm Capital Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Rithm Capital Corp.

August 3, 2022 LETTER

LETTER

United States securities and exchange commission logo August 3, 2022 Nicola Santoro, Jr.

August 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2022 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

August 2, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): August 1, 2022 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

August 2, 2022 EX-99.1

Rithm Capital Corp. Announces Second Quarter 2022 Results

Exhibit 99.1 Rithm Capital Corp. Announces Second Quarter 2022 Results NEW YORK - (BUSINESS WIRE) ? Rithm Capital Corp. (NYSE: RITM; ?Rithm Capital? or the ?Company?) today reported the following information for the second quarter ended June 30, 2022: Second Quarter 2022 Financial Highlights: ?GAAP net income (loss) of $(3.3) million, or $(0.01) per diluted common share(1) ?Reflects termination fe

August 2, 2022 EX-3.2

EX-3.2

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RITHM CAPITAL CORP. A Delaware Corporation Effective August 1, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Notice 1 Section 2.5 Adjournments 2 Section

August 2, 2022 EX-3.1

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION NEW RESIDENTIAL INVESTMENT CORP. Pursuant to Section 242 of the General Corporation Law of the State of Delaware August 1, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NEW RESIDENTIAL INVESTMENT CORP. Pursuant to Section 242 of the General Corporation Law of the State of Delaware August 1, 2022 New Residential Investment Corp., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows: FIRST: The first sentence of Article FIRST of the Corporation’s Cer

June 28, 2022 CORRESP

***

CORRESP 1 filename1.htm June 28, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: New Residential Investment Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms.

June 21, 2022 LETTER

LETTER

United States securities and exchange commission logo June 21, 2022 Nicola Santoro, Jr.

June 17, 2022 EX-10.1

INTERNALIZATION AGREEMENT

Exhibit 10.1 INTERNALIZATION AGREEMENT This INTERNALIZATION AGREEMENT (this ?Agreement?), dated as of June 17, 2022, is made by and between NEW RESIDENTIAL INVESTMENT CORP., a Delaware corporation (the ?Company?), and FIG LLC, a Delaware limited liability company (the ?Manager?). The Company and the Manager are collectively referred to as the ?Parties? and each individually as a ?Party.? Capitaliz

June 17, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Com

June 17, 2022 EX-10.2

TRANSITION SERVICES AGREEMENT

Exhibit 10.2 EXECUTION VERSION TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?), dated as of June 17, 2022 (the ?Effective Date?), is made by and between NEW RESIDENTIAL INVESTMENT CORP., a Delaware corporation (the ?Company?), and FIG LLC, a Delaware limited liability company (?Service Provider?). The Company and Service Provider are collectively referred to as

June 17, 2022 EX-99.1

NEW RESIDENTIAL INVESTMENT CORP. ANNOUNCES INTERNALIZATION AND REBRAND TO RITHM CAPITAL, AND DECLARES SECOND QUARTER 2022 DIVIDENDS

Exhibit 99.1 NEW RESIDENTIAL INVESTMENT CORP. ANNOUNCES INTERNALIZATION AND REBRAND TO RITHM CAPITAL, AND DECLARES SECOND QUARTER 2022 DIVIDENDS NEW YORK ? June 17, 2022 ? New Residential Investment Corp. (NYSE: NRZ) (?NRZ? or the ?Company?) announced today it has entered into agreements providing for the internalization of the Company?s management function. In conjunction with the internalization

June 7, 2022 CORRESP

***

CORRESP 1 filename1.htm June 7, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Eric McPhee and Jennifer Monick Re: New Residential Investment Corp. Form 10-K for the year ended December 31, 2021 Filed February 16, 2022 File No. 001-35777 Dear Mr. McPhee and Ms. M

May 27, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): May 26, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Comm

May 25, 2022 LETTER

LETTER

United States securities and exchange commission logo May 25, 2022 Nicola Santoro, Jr.

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Inve

May 3, 2022 EX-99.1

New Residential Investment Corp. Announces First Quarter 2022 Results

Exhibit 99.1 New Residential Investment Corp. Announces First Quarter 2022 Results NEW YORK - (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) today reported the following information for the first quarter ended March 31, 2022: First Quarter 2022 Financial Highlights: ?GAAP net income of $661.9 million, or $1.37 per diluted common share(1) ?Core ea

May 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 3, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commi

April 14, 2022 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat

April 14, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

February 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Investmen

February 17, 2022 EX-21.1

NEW RESIDENTIAL INVESTMENT CORP. SUBSIDIARIES

EXHIBIT 21.1 NEW RESIDENTIAL INVESTMENT CORP. SUBSIDIARIES Subsidiary Jurisdiction of Incorporation/Organization ADOOR HOLDINGS LLC Delaware ADOOR LLC Delaware Advance Purchaser LLC Delaware Aim High Mortgage, LLC Delaware Avenue 365 Lender Services, LLC Pennsylvania Avenue Title Agency, LLC Delaware Boulton Properties LLC Delaware Boulton Property Acquisition Parent LLC Delaware Caliber Advance R

February 14, 2022 SC 13G/A

NRZ / New Residential Investment Corp / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Residential Investment Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

February 11, 2022 SC 13G/A

NRZ / New Residential Investment Corp / Fortress Investment Group LLC - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* New Residential Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

February 11, 2022 EX-99

EX-99

Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

February 10, 2022 SC 13G/A

NRZ / New Residential Investment Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: New Residential Investment Corp. Title of Class of Securities: REIT CUSIP Number: 64828T201 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

February 8, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 7, 2022 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (

February 8, 2022 EX-99.1

New Residential Investment Corp. Announces Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 New Residential Investment Corp. Announces Fourth Quarter and Full Year 2021 Results NEW YORK - (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) today reported the following information for the fourth quarter and full year ended December 31, 2021: Fourth Quarter 2021 Financial Highlights: ?GAAP net income of $160.4 million, or $0.33 pe

December 20, 2021 8-K

Financial Statements and Exhibits, Other Events

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): December 20, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660

December 20, 2021 EX-99.1

New Residential Investment Corp. Completes Previously Announced Acquisition of Genesis Capital LLC The Genesis acquisition further reinforces New Residential’s position as a leading and diverse investment company

Exhibit 99.1 New Residential Investment Corp. Completes Previously Announced Acquisition of Genesis Capital LLC The Genesis acquisition further reinforces New Residential?s position as a leading and diverse investment company NEW YORK ? (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) announced today that it has completed the previously announced a

November 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential

November 2, 2021 EX-99.1

New Residential Investment Corp. Appoints Patrice M. Le Melle to Board of Directors

Exhibit 99.1 New Residential Investment Corp. Appoints Patrice M. Le Melle to Board of Directors ? Addition of Patrice M. Le Melle to the Board of Directors adds further depth to the Board?s government, corporate governance, and data & privacy experience ? Ms. Le Melle will be a member of the Board?s Nominating and Corporate Governance Committee NEW YORK ? (BUSINESS WIRE) ? New Residential Investm

November 2, 2021 EX-99.1

New Residential Investment Corp. Announces Third Quarter 2021 Results

Exhibit 99.1 New Residential Investment Corp. Announces Third Quarter 2021 Results NEW YORK - (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) today reported the following information for the third quarter ended September 30, 2021: Third Quarter 2021 Financial Highlights: ?GAAP net income of $146.1 million, or $0.30 per diluted common share(1) ?Cor

November 2, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 2, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (

November 2, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 1, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (

October 12, 2021 8-K

Financial Statements and Exhibits, Other Events

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): October 11, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (

October 12, 2021 EX-99.1

New Residential Investment Corp. to Acquire Genesis Capital LLC Acquisition of Genesis adds complementary capabilities in business purpose lending to New Residential’s suite of mortgage product offerings

Exhibit 99.1 New Residential Investment Corp. to Acquire Genesis Capital LLC Acquisition of Genesis adds complementary capabilities in business purpose lending to New Residential?s suite of mortgage product offerings NEW YORK?(BUSINESS WIRE)?New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) announced today that it has entered into a definitive agreement with affiliat

September 17, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 New Residential Investment Corp. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware 45-3449660 (State of incorporation or organization) (IRS Employer Identification No.) 1345 Avenue

September 17, 2021 EX-4.1

Number 1 7.00% FIXED-RATE RESET SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

Exhibit 4.1 Number 1 7.00% FIXED-RATE RESET SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK 17,000,000 Shares 7.00% FIXED-RATE RESET SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK New Residential Investment Corp. A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 64828T 706 ISIN US64828T7063 This Certifi

September 17, 2021 EX-3.7

CERTIFICATE OF DESIGNATIONS 7.00% FIXED-RATE RESET SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK NEW RESIDENTIAL INVESTMENT CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.7 CERTIFICATE OF DESIGNATIONS OF 7.00% FIXED-RATE RESET SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK OF NEW RESIDENTIAL INVESTMENT CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware New Residential Investment Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify

September 17, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 14, 2021 NEW RESIDENTIAL INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-35777 45-3449660 (State or other jurisdiction of incorporation)

September 17, 2021 EX-1.1

17,000,000 Shares NEW RESIDENTIAL INVESTMENT CORP. (a Delaware corporation) 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) $0.01 par value UNDERWRITING AGREEMENT

EXECUTION VERSION Exhibit 1.1 17,000,000 Shares NEW RESIDENTIAL INVESTMENT CORP. (a Delaware corporation) 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) $0.01 par value UNDERWRITING AGREEMENT September 14, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 as Representative of the several Underwriters Ladies and Gen

September 16, 2021 424B5

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-232952 CALCULATION OF REGISTRATION FEE ? Title of each class of securities to be registered ? ? Maximum aggregate offering price ? ? Amount of registration fee(1) 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share ? ? $488,750,000 ? ? $53,322.63 (1) Calculated in accordance with Ru

September 14, 2021 8-K/A

(State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 14, 2021 (August 23, 2021) New Residential Investment Corp.

September 14, 2021 EX-9.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 14, 2021, we entered into the purchase agreement to acquire all of the assets and liabilities of Caliber through the acquisition of its outstanding common stock. On August 23, 2021, we completed the acquisition of all of the outstanding equity interests of Caliber from LSF for a purchase price of $1.315 billion in c

September 14, 2021 FWP

New Residential Investment Corp. 17,000,000 Shares of 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) September 14, 2021

Filed pursuant to Rule 433 Dated September 14, 2021 Registration Statement No. 333-232952 Relating to Preliminary Prospectus Supplement dated September 14, 2021 and Prospectus dated August 1, 2019 New Residential Investment Corp. 17,000,000 Shares of 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) September 14, 2021 This pricing term

September 14, 2021 424B5

Subject to Completion, dated September 14, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

September 14, 2021 EX-99.2

Caliber Home Loans, Inc. and Subsidiaries Consolidated Financial Statements (Unaudited) As of June 30, 2021 and December 31, 2020, and for the Three and Six Months Ended June 30, 2021 and 2020

Exhibit 99.2 CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Caliber Home Loans, Inc. and Subsidiaries As of June 30, 2021 and December 31, 2020, and for the Three and Six Months Ended June 30, 2021 and 2020 Caliber Home Loans, Inc. and Subsidiaries Consolidated Financial Statements (Unaudited) As of June 30, 2021 and December 31, 2020, and for the Three and Six Months Ended June 30, 2021 and 2020 C

August 23, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): August 23, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (C

August 23, 2021 EX-99.1

New Residential Investment Corp. Completes Previously Announced Acquisition of Caliber Home Loans, Inc. and Raises Third Quarter 2021 Common Dividend to $0.25

Exhibit 99.1 New Residential Investment Corp. Completes Previously Announced Acquisition of Caliber Home Loans, Inc. and Raises Third Quarter 2021 Common Dividend to $0.25 ? New Residential to combine Newrez and Caliber platforms into premier financial services company ? New Residential declares increased third quarter 2021 common dividend of $0.25 per common share NEW YORK?(BUSINESS WIRE)?New Res

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Inves

July 29, 2021 EX-99.1

New Residential Investment Corp. Announces Second Quarter 2021 Results

Exhibit 99.1 New Residential Investment Corp. Announces Second Quarter 2021 Results NEW YORK - (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) today reported the following information for the second quarter ended June 30, 2021: Second Quarter 2021 Financial Highlights: ?GAAP Net Income of $121.3 million, or $0.26 per diluted common share(1) ?$107.

July 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Com

May 27, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): May 27, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Comm

May 19, 2021 424B5

New Residential Investment Corp. Up to $500,000,000 of common stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-232952 Supplement No. 1 dated May 19, 2021 (To Prospectus Supplement dated August 1, 2019 and Prospectus dated August 1, 2019) New Residential Investment Corp. Up to $500,000,000 of common stock This supplement supplements the prospectus supplement dated August 1, 2019 (the ?Prospectus Supplement?), relating to the issuance and sale of shares o

May 19, 2021 8-K

Financial Statements and Exhibits, Other Events

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): May 19, 2021 NEW RESIDENTIAL INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-35777 45-3449660 (State or other jurisdiction of incorporation) (Comm

May 19, 2021 EX-1.1

EX-1.1

Exhibit 1.1 NEW RESIDENTIAL INVESTMENT CORP. AMENDMENT NO. 2 TO THE DISTRIBUTION AGREEMENT May 19, 2021 BofA Securities, Inc. One Bryant Park New York, New York 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BTIG, LLC 65 East 55th Street New York, New York 10022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Credit Suisse Securities (USA) LLC E

May 6, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Inve

May 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 5, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Commi

May 5, 2021 EX-99.1

New Residential Investment Corp. Announces First Quarter 2021 Results

Exhibit 99.1 New Residential Investment Corp. Announces First Quarter 2021 Results NEW YORK - (BUSINESS WIRE) ? New Residential Investment Corp. (NYSE: NRZ; ?New Residential? or the ?Company?) today reported the following information for the first quarter ended March 31, 2021: FIRST QUARTER 2021 FINANCIAL HIGHLIGHTS: ? GAAP Net Income of $277.6 million, or $0.65 per diluted common share(1) ? $222.

April 19, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 19, 2021 NEW RESIDENTIAL INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-35777 45-3449660 (State or other jurisdiction of incorporation) (Co

April 19, 2021 EX-1.1

45,000,000 Shares NEW RESIDENTIAL INVESTMENT CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENT

Exhibit 1.1 45,000,000 Shares NEW RESIDENTIAL INVESTMENT CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENT April 14, 2021 Citigroup Global Markets Inc. as Representative of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: New Residential Investment Corp., a Delaware corporation (the ?Comp

April 16, 2021 424B5

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-232952 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed maximum aggregate offering price Amount of registration fee(2) Common Stock, par value $0.01 per share 51,750,000(1) $10.10 $522,675,000.00 $57,023.84 (1) Includes

April 14, 2021 EX-99.2

Caliber Home Loans, Inc. and Subsidiaries Consolidated Financial Statements and Supplementary Information Years Ended December 31, 2020 and 2019

Exhibit 99.2 CONSOLIDATED FINANCIAL STATEMENTS Caliber Home Loans, Inc. and Subsidiaries As of the Years Ended December 31, 2020 and 2019, and for the periods ended December 31, 2020, 2019 and 2018 With Report of Independent Registered Public Accounting Firm Caliber Home Loans, Inc. and Subsidiaries Consolidated Financial Statements and Supplementary Information Years Ended December 31, 2020 and 2

April 14, 2021 EX-99.1

New Residential Investment Corp. to Acquire Caliber Home Loans, Inc. New Residential to combine NewRez and Caliber platforms into premier financial services company

Exhibit 99.1 New Residential Investment Corp. to Acquire Caliber Home Loans, Inc. New Residential to combine NewRez and Caliber platforms into premier financial services company • Purchase Price to Book Multiple of 1.0x1 • Adds $141 Billion UPB of MSRs • Combination of Complementary and Leading Mortgage Platforms • Broadens Customer Retention Efforts with Strong Recapture Platform • Enhances Purch

April 14, 2021 EX-2.1

STOCK PURCHASE AGREEMENT LSF PICKENS HOLDINGS, LLC NEW RESIDENTIAL INVESTMENT CORP. with respect to all of the issued and outstanding share capital of CALIBER HOME LOANS, INC. Dated as of April 14, 2021 Table of Contents

Exhibit 2.1 STOCK PURCHASE AGREEMENT between LSF PICKENS HOLDINGS, LLC and NEW RESIDENTIAL INVESTMENT CORP. with respect to all of the issued and outstanding share capital of CALIBER HOME LOANS, INC. Dated as of April 14, 2021 Table of Contents Page ARTICLE 1 DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation. 17 ARTICLE 2 PURCHASE AND SALE 19 2.1 Purchase and Sale of the Shares 19

April 14, 2021 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 14, 2021, New Residential Investment Corp., a Delaware corporation (the ?Company? or ?New Residential?), entered into a stock purchase agreement (the ?SPA?) with LSF Pickens Holdings, LLC, a Delaware limited liability company (?LSF?) and an affiliate of Lone Star Funds, and Caliber Home Loans Inc., a Delaware corpora

April 14, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): April 14, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (Co

April 14, 2021 424B5

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the

TABLE OF CONTENTS Filed Pursuant to fule 424(B)(5) Registration No. 333-232952 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and w

April 9, 2021 DEF 14A

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? ? ? Filed by a Party other than the Registrant ? ? ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by R

April 9, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? ? ? Filed by a Party other than the Registrant ? ? ? Check the appropriate box: ? ? ? Preliminary Proxy Statement ? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

February 16, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential Investmen

February 16, 2021 EX-4.24

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.24 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT This description of the general terms and provisions of our common stock, par value $0.01 per share, our 7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the ?Series A Preferred Stock?), our 7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the ?Series B Pr

February 16, 2021 EX-21.1

NEW RESIDENTIAL INVESTMENT CORP. SUBSIDIARIES

EXHIBIT 21.1 NEW RESIDENTIAL INVESTMENT CORP. SUBSIDIARIES Subsidiary Jurisdiction of Incorporation/Organization Advance Purchaser LLC Delaware Avenue 365 Lender Services, LLC Pennsylvania Avenue Title Agency, LLC Delaware Boulton Properties LLC Delaware Capital Partners Mortgage, LLC Delaware Carolina One Mortgage, LLC Delaware Conway Financial Services, LLC Delaware Covius Holdings, Inc. (Minori

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 New Residential Investment Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 New Residential Investment Corp (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 12, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __)* New Residential Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* New Residential Investment Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 64828T201 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

February 12, 2021 EX-99.A

EX-99.A

Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

February 12, 2021 EX-99.B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.B 3 exb.htm EXHIBIT B - JOINT FILING AGREEMENT Exhibit B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned withou

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: New Residential Investment Corp. Title of Class of Securities: REIT CUSIP Number: 64828T201 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

February 9, 2021 EX-99.1

New Residential Investment Corp. Announces Fourth Quarter and Full Year 2020 Results

Exhibit 99.1 New Residential Investment Corp. Announces Fourth Quarter and Full Year 2020 Results NEW YORK - (BUSINESS WIRE) – New Residential Investment Corp. (NYSE: NRZ; “New Residential” or the “Company”) today reported the following information for the fourth quarter and full year ended December 31, 2020: FOURTH QUARTER 2020 FINANCIAL HIGHLIGHTS: • GAAP Net Income of $68.6 million, or $0.16 pe

February 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): February 9, 2021 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 45-3449660 (

October 29, 2020 EX-10.47

AMENDMENT NUMBER TWO Subservicing Agreement by and between NEW RESIDENTIAL MORTGAGE LLC PHH MORTGAGE CORPORATION (as successor by merger to OCWEN LOAN SERVICING, LLC)

Exhibit 10.47 EXECUTION VERSION AMENDMENT NUMBER TWO Subservicing Agreement by and between NEW RESIDENTIAL MORTGAGE LLC and PHH MORTGAGE CORPORATION (as successor by merger to OCWEN LOAN SERVICING, LLC) This AMENDMENT NUMBER TWO is made this 5th day of October, 2020, by and between PHH MORTGAGE CORPORATION (as successor by merger to Ocwen Loan Servicing, LLC), as subservicer (the “Subservicer”), a

October 29, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35777 New Residential

October 29, 2020 EX-10.56

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NUMBER TWO New RMSR Agreement by and among NEW

Exhibit 10.56 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NUMBER TWO New RMSR Agreement by and among NEW RESIDENTIAL MORTGAGE LLC HLLS HOLDINGS, LLC HLSS MSR - EBO ACQUISITION LLC and PHH MORTGAGE CORPORATION (as successor

October 29, 2020 EX-10.58

AMENDMENT NUMBER ONE Subservicing Agreement by and between PHH MORTGAGE CORPORATION (as successor by merger to OCWEN LOAN SERVICING, LLC) NEW PENN FINANCIAL, LLC, D/B/A SHELLPOINT MORTGAGE SERVICING

Exhibit 10.58 EXECUTION VERSION AMENDMENT NUMBER ONE Subservicing Agreement by and between PHH MORTGAGE CORPORATION (as successor by merger to OCWEN LOAN SERVICING, LLC) and NEW PENN FINANCIAL, LLC, D/B/A SHELLPOINT MORTGAGE SERVICING This AMENDMENT NUMBER ONE is made this 5th day of October, 2020, by and between PHH MORTGAGE CORPORATION (as successor by merger to OCWEN LOAN SERVICING, LLC), as su

October 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): October 26, 2020 New Residential Investment Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35777 (Commission

October 26, 2020 EX-99.1

NEW RESIDENTIAL INVESTMENT CORP. ANNOUNCES THIRD QUARTER 2020 RESULTS

Exhibit 99.1 NEW RESIDENTIAL INVESTMENT CORP. ANNOUNCES THIRD QUARTER 2020 RESULTS NEW YORK - (BUSINESS WIRE) – New Residential Investment Corp. (NYSE: NRZ; “New Residential” or the “Company”) today reported the following information for the third quarter ended September 30, 2020: THIRD QUARTER 2020 FINANCIAL HIGHLIGHTS: • GAAP Net Income of $77.9 million, or $0.19 per diluted common share(1) • Co

September 18, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

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 18, 2020 NEW RESIDENTIAL INVESTMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-35777 45-3449660 (State or other jurisdiction of incorporation)

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