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 21, 2026

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

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):

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

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

Emerging growth company ¨

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

On May 21, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rithm Capital Corp. (the “Company”), the Company’s stockholders approved the First Amendment (the “First Amendment”) to the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock, par value $0.01, of the Company reserved for issuance under the 2023 Plan by 35,000,000 shares to 69,240,000 shares, less one share for every share subject to an award granted under the 2023 Plan on or after April 1, 2026 and prior to the Annual Meeting. The First Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors.

A summary description of the material terms of the First Amendment was included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission on April 9, 2026, in connection with the Annual Meeting. The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment, which is attached as Annex B to the Definitive Proxy Statement and is filed as Exhibit 10.1 to this report.

At the Annual Meeting, the stockholders of the Company voted on the matters described below.

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the New York Stock Exchange (the “NYSE”) rules from voting on a particular matter. Under the NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions from the respective beneficial owners were not entitled to vote on (i) the election of two Class I directors, (ii) the approval (on a non-binding advisory basis) of the compensation of the Company’s named executive officers or (iii) the approval of the First Amendment. Brokers who did not receive instructions from the respective beneficial owners were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

SIGNATURE

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.