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 30, 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 | 10003 | |
| --- | --- | |
| New York, NY | ||
| (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. |
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On December 30, 2022, the board of directors (the “Board”) of Rithm Capital Corp. (the “Company”) elected Peggy Hwan Hebard as an independent director of the Company, effective as of January 1, 2023, in order to fill the vacancy resulting from the resignation of Robert McGinnis on December 14, 2022. Ms. Hebard will serve as a Class III director with a term expiring at the 2025 annual meeting of the stockholders of the Company. The Board also appointed Ms. Hebard as a member of the Audit Committee and Compensation Committee of the Board, effective as of January 1, 2023.
As of the date of the appointment, Ms. Hebard has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
Ms. Hebard will receive the standard annual Board compensation for non-employee directors for 2023. In connection with her election, the Company entered into its customary indemnification agreement with Ms. Hebard.
| Item 7.01. | Regulation FD Disclosure. |
|---|
A copy of the Company’s press release announcing the election of Ms. Hebard to the Board is attached as Exhibit 99.1 hereto.
The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report with respect to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press release, dated January 4, 2023, issued by 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: January 4, 2023 | ||
|---|---|---|
| RITHM CAPITAL CORP.<br><br> <br>(Registrant) | ||
| By: | /s/ Nicola Santoro, Jr. | |
| Nicola Santoro, Jr. | ||
| Chief Financial Officer and Chief Accounting Officer |
Exhibit 99.1
Rithm Capital Corp. Elects Peggy Hwan Hebard to the Board of Directors
| • | Addition of Peggy Hwan Hebard to the Board of Directors adds further depth to the Board’s financial services, corporate advisory, strategic planning and public board<br> experience |
|---|---|
| • | Ms. Hebard will be a member of the Board of Director’s Audit Committee and Compensation Committee |
| --- | --- |
NEW YORK – (BUSINESS WIRE) – Rithm Capital Corp. (NYSE:RITM, “Rithm Capital” or the “Company”) announced today that the Board of Directors of the Company (the “Board”) has elected Peggy Hwan Hebard as an independent member of the Board, effective as of January 1, 2023.
“We are extremely excited to announce Peggy as a new addition to our Board of Directors during an exciting time in Rithm Capital’s continued evolution,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of Rithm Capital. “Peggy’s extensive experience in and knowledge of the financial services industry, public boards and strategic transaction advising will be valuable assets to our Board. The addition of Peggy to our Board complements our existing directors’ skills and experiences. We look forward to working with Peggy as we continue to execute on our strategy, diversify and drive growth across our businesses and enhance value for all of our stakeholders.”
Background on Peggy Hwan Hebard
Ms. Hebard is currently the Chief Financial Officer and Chief Operating Officer at the Children’s Museum of Manhattan. Her prior work experience included fourteen years as a Senior Advisor to the Executive Office at The Metropolitan Museum of Art, a debt ratings analyst at Standard & Poor’s, an investment banker at Credit Suisse First Boston, a consultant at PwC working with companies in the financial services industry, and an auditor at Coopers & Lybrand. She has an MBA from the Yale School of Management, a master’s degree from Johns Hopkins, and a BS from the Wharton School at the University of Pennsylvania. She holds the CFA and CPA designations.
Additionally, Ms. Hebard served on the Board of Directors of Turning Point Brands (NYSE: TPB) from September 2018 until April 2021, during which time she served on the Audit and Compensation committees and led a special committee overseeing a strategic M&A transaction.
ABOUT RITHM CAPITAL
Rithm Capital is a manager of assets and investments focused on the real estate and financial services industries. The Company seeks is to provide attractive risk-adjusted returns across interest rate environments through a complementary portfolio of investments and operating businesses. Since inception in 2013, Rithm Capital has delivered approximately $4.3 billion in dividends to shareholders. Rithm Capital’s investments in operating entities include leading origination and servicing platforms held through its wholly-owned subsidiaries, Newrez LLC, Caliber Home Loans Inc., and Genesis Capital LLC, as well as investments in affiliated businesses that provide residential and commercial real estate related services. Rithm Capital is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.
Investor Relations
212-850-7770
IR@RithmCap.com