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 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:
☐
| 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 1, 2022, New Residential Investment Corp. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware and amended and restated its By-Laws (the “Amended and Restated By-Laws”) solely to change the Company’s name to “Rithm Capital Corp.” The Company’s common stock previously traded on the New York Stock Exchange under the symbol “NRZ”, and, effective as of August 2, 2022, is trading on the New York Stock Exchange under the new symbol “RITM”.
The foregoing description of the Amendment and the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Amended and Restated By-Laws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and which are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | | Description |
| | Certificate of Amendment to the Certificate of Incorporation of New Residential Investment Corp. |
| | Amended and Restated By-Laws of Rithm Capital Corp. |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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: August 2, 2022
| | RITHM CAPITAL CORP. (Registrant) |
| | |
| | By: | /s/ Nicola Santoro, Jr. |
| | | Nicola Santoro, Jr. |
| | | Chief Financial Officer and Chief Accounting Officer |
