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 File Number)
(IRS Employer Identification No.)

799 Broadway
New York, NY
10003
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (212) 850-7770

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class:
Trading Symbol:
Name of each exchange on which registered:
Common Stock, $0.01 par value per share
RITM
New York Stock Exchange



7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
  RITM PR A
  New York Stock Exchange


 
7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
 RITM PR B
New York Stock Exchange
 

   
6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
RITM PR C
 
New York Stock Exchange
 


 
7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
RITM PR D
New York Stock Exchange
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company          ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Robert J. McGinnis resigned from his position as a director of Rithm Capital Corp. on December 14, 2022, effective immediately.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2022



RITHM CAPITAL CORP.

(Registrant)



By:
/s/ Nicola Santoro, Jr.


Nicola Santoro, Jr.


Chief Financial Officer and Chief Accounting Officer


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