8-K
Rithm Capital Corp. (RITM)
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 19, 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 Number) | (IRS Employer Identification No.) | |
| 799 Broadway<br><br> <br>New York, New York | 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<br><br> <br>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 |
| 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock | RITM PR E | 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 2.01. | Completion of Acquisition or Disposition of Assets. |
|---|
On December 19, 2025, Rithm Capital Corp., a Delaware corporation (“Rithm”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of September 17, 2025 (as amended on October 8, 2025, the “Merger Agreement”), by and among Rithm, Paramount Group, Inc., a Maryland corporation (“Paramount”), Paramount Group Operating Partnership LP, a Delaware limited partnership and a subsidiary of Paramount (the “Operating Partnership”), Panorama REIT Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Rithm (“REIT Merger Sub”), and Panorama Operating Merger Sub LP, a Delaware limited partnership and a wholly owned subsidiary of Rithm (“Operating Merger Sub” and, collectively with Rithm and REIT Merger Sub, the “Rithm Parties”). Pursuant to the Merger Agreement, at the closing, (i) Operating Merger Sub merged with and into the Operating Partnership with the Operating Partnership surviving the merger (the “Surviving Partnership” and such merger, the “Partnership Merger”) and (ii) immediately following the consummation of the Partnership Merger, Paramount merged with and into REIT Merger Sub with REIT Merger Sub surviving the merger (the “Surviving Entity” and such merger, the “Company Merger” and, together with the Partnership Merger, the “Mergers”). As a result of the Mergers, the Operating Partnership became an entity indirectly controlled by Rithm, REIT Merger Sub survived as an entity indirectly controlled by Rithm, and the separate corporate existence of Paramount ceased.
As a result of the Partnership Merger, in accordance with the terms and conditions of the Merger Agreement, at the effective time of the Partnership
Merger \(the “Partnership Merger Effective Time”\), each Common Unit of the Operating Partnership \(each, a “Operating Partnership Common Unit”\) that was issued and
outstanding immediately prior to the Partnership Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to the product of \(i\) the Conversion Factor \(as defined in the Second Amended and
Restated Limited Partnership Agreement of the Operating Partnership, dated as of October 26, 2020, by and between Paramount and the limited partners party thereto \(the “OP Agreement”\)\) in effect on such date
with respect to such Operating Partnership Common Units multiplied by \(ii\) $6.60, without interest \(the “Partnership Merger Consideration”\).
Each issued and outstanding Operating Partnership Common Unit held by (i) the Rithm Parties or any of their respective subsidiaries or (ii)
Paramount or any of its subsidiaries \(the “Acquired Companies”\) as of the Partnership Merger Effective Time was automatically retired and ceased to exist, and no consideration was paid, nor did any rights
inure or were any rights made with respect to such Operating Partnership Common Units in connection with or as a consequence of the Mergers.
As a result of the Company Merger, in accordance with the terms of the Merger Agreement, at the effective time of the Company Merger (the “Company Merger Effective Time”), each share of common stock, par value $0.01 per share, of Paramount (the “Company Common Stock”) that was issued and outstanding
immediately prior to the Company Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $6.60 per share, without interest \(the “Company Merger
Consideration”\).
Each issued and outstanding share of Company Common Stock held by (i) the Rithm Parties or any of their respective subsidiaries or (ii) any of the Acquired Companies as of the Company Merger Effective Time was automatically retired and ceased to exist, and no consideration was paid, nor did any rights inure or were any rights made with respect to such shares of Company Common Stock in connection with or as a consequence of the Mergers.
Paramount Compensatory Awards
At the Company Merger Effective Time and as a result of the Company Merger, (i) each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Company Merger Effective Time was cancelled for no consideration and (ii) each restricted share of Company Common Stock that was outstanding immediately prior to the Company Merger Effective Time was cancelled and converted into the right to receive a cash payment equal to the Company Merger Consideration (subject to applicable tax withholding), without interest.
Operating Partnership Compensatory Awards
At the Partnership Merger Effective Time, (i) each award of long-term incentive plan units of the Operating Partnership (the “Operating Partnership LTIP Units”) that was subject only to time-based vesting conditions vested in full (to the extent such award did not otherwise vest in full as a consequence of the Mergers pursuant to its
terms\) and \(ii\) each award of appreciation only Operating Partnership LTIP Units \(the “Operating Partnership AOLTIP Units”\) that was subject to vesting based on the achievement of certain performance goals,
and that was unvested and outstanding immediately prior to the Partnership Merger Effective Time, vested in full \(with the applicable performance goals being deemed satisfied at the “maximum” level of performance\). Subject to certain exceptions,
all Operating Partnership LTIP Units and all Operating Partnership AOLTIP Units vested and outstanding immediately prior to the Partnership Merger Effective Time were converted into Operating Partnership Common Units based on the applicable
conversion factor set forth in the OP Agreement and such Operating Partnership Common Units were cancelled and converted into the right to receive the Partnership Merger Consideration. Certain Operating Partnership LTIP Units were cancelled and
converted into the right to receive an amount in cash equal to the product of \(x\) the applicable conversion factor set forth in the OP Agreement and \(y\) the Company Merger Consideration \(subject to applicable tax withholding\), without interest.
Following the completion of the Mergers, the Operating Partnership and REIT Merger Sub (as the surviving entity of the Company Merger) became indirect wholly owned subsidiaries of Rithm. The consideration paid by Rithm in the Transaction was funded through a combination of cash on hand and a $50,000,000 equity investment from Rithm Property Trust Inc., which is externally managed by an affiliate of Rithm.
The foregoing descriptions of the Merger Agreement and the Mergers are only summaries, do not purport to be, complete and are qualified in their entirety by reference to, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On December 19, 2025, Rithm issued a press release announcing the closing of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, such information will not be incorporated by reference into any filing filed by Rithm under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report on Form 8-K with respect to the press release is not intended to, and does not, constitute a determination or admission by Rithm that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Rithm.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(a) Financial Statements of Business or Funds Acquired.
Rithm intends to file audited financial statements required by this Item 9.01(a) under the cover of an amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
Rithm intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Form 8-K no later than 71 days after the date on which this Form 8-K was required to be filed.
(c) Exhibits.
| Exhibit Number | Description |
|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of September 17, 2025, by and among Rithm Capital Corp., Panorama REIT Merger Sub, Inc., Panorama Operating Merger Sub LP, Paramount Group, Inc., and Paramount <br> Group Operating Partnership LP (incorporated herein by reference to Exhibit 2.1 of Rithm Capital Corp.’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2025).* |
| 99.1 | Press Release, dated as of December 19, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request. |
|---|
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.
| RITHM CAPITAL CORP. |
|---|
| (Registrant) |
| By:/s/ Nicola Santoro, Jr. |
| Name: Nicola Santoro, Jr. |
| Title: Chief Financial Officer |
| Dated: December 19, 2025 |
Exhibit 99.1
Rithm Capital Completes Acquisition of Paramount Group, Inc.
NEW YORK – [DECEMBER 19] – Rithm Capital Corp. (“Rithm” or “Rithm Capital”), a global alternative asset manager, today announced the successful completion of its previously announced acquisition of Paramount Group, Inc. (NYSE: PGRE) (“Paramount”), a vertically-integrated real estate investment trust that owns, operates, and manages Class A office properties in New York City and San Francisco. The Paramount portfolio includes 13 owned and 4 managed high-quality office assets, totaling more than 13.1 million square feet.
The completed acquisition meaningfully enhances Rithm’s diversified, fully integrated asset management platform and extends its commercial real estate footprint. With this expanded presence, Rithm will seek to further develop and amenitize the portfolio and improve the overall tenant experience, leveraging its established owner-operator model to support the next era of growth for the acquired assets.
Paramount will be rebranded as it integrates into the Rithm platform and positions for new opportunities across the portfolio. In conjunction with the closing of the transaction, Albert Behler, Chairman, Chief Executive Officer and President of Paramount, is departing the company.
“Acquiring this world class office portfolio is a significant step forward in the development of our commercial real estate and asset management strategy,” said Michael Nierenberg, Chief Executive Officer of Rithm. “As we continue to build the collective strength of our integrated and diversified platform, we are looking forward to executing our high-impact capital plan. We maintain strong conviction in the market tailwinds, the recovery of New York City and San Francisco office market fundamentals, and the ability of our asset management business to generate value. By leveraging our ecosystem and the office management expertise of our commercial real estate team, we expect this portfolio to feature some of the most attractive assets within New York City and San Francisco.”
About Rithm Capital
Rithm Capital Corp. is a global alternative asset manager with significant experience managing credit and real estate assets. The firm combines deep institutional expertise with an entrepreneurial culture that
drives innovation and disciplined growth across multiple market segments. Rithm’s integrated investment platform spans across asset-based finance, lending across residential and commercial real estate, mortgage servicing rights \(MSRs\) and
structured credit. Through subsidiaries such as Newrez, Genesis Capital, Sculptor Capital Management and Crestline Investors. Rithm has established a unique owner-operator model, capable of sourcing, financing, and actively managing debt and equity
investments, to drive value for shareholders and investors.
Contacts
Media:
Jonathan Gasthalter/Sam Cohen
Gasthalter & Co.
212-257-4170
rithm@gasthalter.com
Investors:
Investor Relations
\(212\) 850-7770
ir@rithmcap.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this release regarding the transaction, including any statements regarding the benefits of the transaction, future opportunities Rithm, and any other statements regarding Rithm’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of, and subject to the safe harbor created by, the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of current or historical fact, contained in this press release may be forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could”, “potential,” “continue,” “ongoing,” “upside,” and “increases,” and similar expressions.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Although Rithm believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Rithm cannot give any assurance that its expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement, (ii) unanticipated difficulties or expenditures relating to the transaction, including the impact of the transaction on each of Rithm’s and Paramount’s respective businesses, the response of business partners and competitors to the announcement of the transaction, potential difficulties with Paramount’s ability to retain and hire key personnel and maintain relationships with tenants and other third parties as a result of the transaction, and/or potential difficulties in employee retention as a result of the consummation of the transaction, (iii) changes affecting the real estate industry and changes in market and economic conditions, including tariffs, geopolitical tensions and elevated inflation and interest rates that may adversely impact Paramount or its tenants, (iv) trends in the office real estate industry including telecommuting, flexible work schedules, open workplaces and teleconferencing (v) increased or unanticipated competition in the real estate market, (vi) the uncertainties of real estate development, acquisition and disposition activity, (vii) maintenance of real estate investment trust (“REIT”) status, (viii) fluctuations in interest rates and the costs and availability of financing, (ix) the ability to enter into new leases or renew leases on favorable terms, (x) dependence on tenants’ financial condition, (xi) the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, (xii) incurrence of unexpected costs and expenses in connection with the transaction, (xiii) risks related to changes in the financial, equity and debt markets, and (xiv) those additional risks and factors discussed in reports filed with the SEC by Rithm from time to time, including those discussed under the heading “Risk Factors” in each of their most recent annual and quarterly reports and other filings filed with the U.S Securities and Exchange Commission (the “SEC”), which are available on both companies’ websites (www.rithmcap.com and www.pgre.com). New risks and uncertainties emerge from time to time, and it is not possible for Rithm to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made, and Rithm does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Investors should not place undue reliance upon forward-looking statements.