Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 14, 2026, Rithm Capital Corp. (the "Company") closed its previously announced private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 (the "2031 Senior Notes"). The 2031 Senior Notes were issued pursuant to an indenture, dated as of May 14, 2026 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture and the form of the 2031 Senior Notes as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

The 2031 Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with all existing and future senior unsecured indebtedness of the Company and senior in right of payment to all of the existing and future subordinated indebtedness of the Company. The 2031 Senior Notes are effectively subordinated to all existing and future secured obligations of the Company to the extent of the value of the assets securing such obligations, and are structurally subordinated to the liabilities and preferred stock of each subsidiary of the Company that does not guarantee the 2031 Senior Notes. The 2031 Senior Notes are not guaranteed initially by any of the Company's subsidiaries or any third party.

The 2031 Senior Notes will bear interest at a rate of 8.500% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026, to persons who are registered holders of the 2031 Senior Notes on the immediately preceding May 15 and November 15, respectively.

Among other things, the Indenture limits the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions of Permitted Indebtedness (as defined in the Indenture)), requires that the Company maintain Total Unencumbered Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness (as defined in the Indenture) of the Company and its subsidiaries and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case subject to certain qualifications set forth in the Indenture.

In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the Indenture), each holder of the 2031 Senior Notes will have the right to require the Company to repurchase all or any part of that holder's 2031 Senior Notes at a purchase price of 101% of the principal amount of the 2031 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

The 2031 Senior Notes will mature on June 1, 2031. Prior to June 1, 2028, the Company may redeem some or all of the 2031 Senior Notes at a redemption price equal to 100% of the principal amount of the 2031 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, plus a "make-whole" premium. On or after June 1, 2028, the Company may redeem some or all of the 2031 Senior Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 104.250% beginning on June 1, 2028, (ii) 102.125% beginning on June 1, 2029 and (iii) 100.000% beginning on June 1, 2030 and thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time on or prior to June 1, 2028, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes using net proceeds from certain equity offerings at a redemption price equal to 108.500% of the principal amount of the 2031 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The foregoing descriptions of the Indenture and the 2031 Senior Notes do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full texts of the Indenture and the form of the 2031 Senior Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

The 2031 Senior Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.