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Rithm Capital Corp

For the period ended Dec 31, 2024. Filed Feb 18, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 18, 2025

RITM$9.27-1.8%Stored close · as of Nov 10, 2026

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Item 8. Consolidated Financial Statements

Index to Consolidated Financial Statements:Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)109
Report on Internal Control Over Financial Reporting of Independent Registered Public Accounting Firm112
Consolidated Balance Sheets113
Consolidated Statements of Operations114
Consolidated Statements of Comprehensive Income115
Consolidated Statements of Changes in Stockholders’ Equity116
Consolidated Statements of Cash Flows119
Notes to Consolidated Financial Statements121
Signatures219

All schedules have been omitted because either the required information is included in the Company’s consolidated financial statements and notes thereto or it is not applicable.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Rithm Capital Corp. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Rithm Capital Corp. and Subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Mortgage Servicing Rights and Mortgage Servicing Rights Financing Receivables
Description of the MatterThe Company invests in Mortgage Servicing Rights and Mortgage Servicing Rights Financing Receivables (collectively “MSRs”) totaling $10.3 billion as of December 31, 2024 as included in Note 5 to the consolidated financial statements. Additionally, in connection with the Company’s acquisition of Computershare Mortgage Services Inc., the Company acquired MSRs totaling $700 million as of May 1, 2024 (the “acquired MSRs”) as included in Note 3 to the consolidated financial statements. The Company records MSRs at fair value on a recurring basis with changes in fair value recognized in the statement of operations. These fair value estimates are based on valuation techniques used to estimate future cash flows that incorporate significant unobservable inputs and assumptions. As included in Note 19 to the consolidated financial statements, MSRs are classified as Level 3 in the fair value hierarchy.Auditing management’s fair value of MSRs was complex because the valuations are driven by significant inputs and assumptions, including discount rates and prepayment rates, that are highly judgmental. Additionally, selecting and applying audit procedures to address the estimation uncertainty involves auditor subjectivity and industry-specific knowledge of MSRs including the current market conditions considered by a market participant.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated and tested the design and operating effectiveness of the Company’s internal controls addressing the valuation of MSRs. For example, we tested controls over management’s review of significant assumptions, including discount rates and prepayment speeds, against available market information. Additionally, we tested controls over management’s review of internally developed fair values in comparison to independent fair value ranges that management obtained from independent valuation firms to evaluate the reasonableness of the fair values developed by the Company. We also tested management’s controls over the completeness and accuracy of objective inputs used in the valuations.In order to test the valuation of MSRs as of December 31, 2024 and the acquired MSRs as of May 1, 2024, our audit procedures included involving an internal valuation specialist to evaluate the reasonableness of significant assumptions, identify potential sources of contrary information, and independently develop a range of fair values for the MSRs based on consideration of available market information and comparing management’s estimates to our ranges. We also tested the accuracy and completeness of model objective inputs and evaluated the competence and objectivity of management’s independent valuation firms. We evaluated the Company’s fair value disclosures included in Note 19 for consistency with US GAAP.
Consolidation of Variable Interest Entities
Description of the MatterAs described in Note 20 to the consolidated financial statements, the Company enters into transactions with special purpose entities (“SPE”). Management first evaluates whether it holds a variable interest in the SPE. Where the Company holds a variable interest, management evaluates whether the entity in which the Company has a variable interest is a variable interest entity (“VIE”), and if so, whether the Company is required to consolidate the entity. A VIE is consolidated by its primary beneficiary, which is the party that has both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that absorbs losses or receives benefits from the VIE that could potentially be significant to the VIE.Auditing the Company’s determination of the primary beneficiary of VIEs was especially challenging because of the significant judgment involved in assessing whether the Company has power to direct the activities that most significantly impact the VIE’s economic performance based on the purpose and design of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated and tested the design and operating effectiveness of the Company’s internal controls addressing consolidation of VIEs, including controls over the completeness of entities requiring a consolidation evaluation by the Company, the accuracy of the information used in the consolidation analysis and the conclusion on whether the Company is the primary beneficiary.In order to test the Company’s consolidation conclusions with respect to interests in VIEs our procedures included, among others, reading the relevant legal documents related to the VIEs to understand and evaluate the decision-making rights of each party involved with the VIEs to assess which party has the power to direct the activities that most significantly impact the economic performance of the VIEs. We also tested the completeness and accuracy of the Company’s variable interests in the VIEs, as identified by management, and evaluated the significance of these interests by considering the purpose and design of the VIEs and the nature and magnitude of the Company’s variable interests. For certain SPE consolidation evaluations, we involved professionals with expertise in consolidation accounting to assist with our procedures. We also evaluated the Company’s VIE disclosures included in Note 20 for conformity with US GAAP.

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2012.

New York, New York

February 18, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Rithm Capital Corp. and Subsidiaries

Opinion on Internal Control Over Financial Reporting

We have audited Rithm Capital Corp. and Subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rithm Capital Corp. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 18, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York

February 18, 2025

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)

December 31,
20242023
Assets
Mortgage servicing rights and mortgage servicing rights financing receivables, at fair value$10,321,671$8,405,938
Government and government-backed securities (includes $9,711,346 and $8,533,130 at fair value, respectively)9,736,1168,557,683
Residential mortgage loans, held-for-investment, at fair value361,890379,044
Residential mortgage loans, held-for-sale (includes $4,307,571 and $2,461,865 at fair value, respectively)(A)4,374,2412,540,742
Consumer loans held-for-investment, at fair value(A)665,5651,274,005
Single-family rental properties1,028,2951,001,928
Residential transition loans, at fair value2,178,0751,879,319
Residential mortgage loans subject to repurchase2,745,7561,782,998
Cash and cash equivalents(A)1,458,7431,287,199
Restricted cash(A)308,443378,048
Servicer advances receivable3,198,9212,760,250
Reverse repurchase agreements—1,769,601
Other assets (includes $2,311,979 and $2,005,782 at fair value, respectively)(A)4,563,4153,948,852
Assets of Consolidated CFEs(A):
Investments, at fair value and other assets5,107,8263,751,477
Total Assets$46,048,957$39,717,084
Liabilities and Equity
Liabilities
Secured financing agreements(A)$16,782,467$12,561,283
Secured notes and bonds payable (includes $185,460 and $235,770 at fair value, respectively)(A)10,298,07510,360,188
Residential mortgage loan repurchase liability2,745,7561,782,998
Unsecured notes, net of issuance costs1,204,220719,004
Treasury securities payable—1,827,281
Dividends payable153,114135,897
Accrued expenses and other liabilities (includes $525,486 and $51,765 at fair value, respectively)(A)2,630,7712,065,761
Liabilities of Consolidated CFEs(A):
Notes payable, at fair value and other liabilities4,348,2443,163,634
Total Liabilities38,162,64732,616,046
Commitments and Contingencies (Note 26)
Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 51,964,122 issued and outstanding, $1,299,104 aggregate liquidation preference1,257,2541,257,254
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 520,656,256 and 483,226,239 issued and outstanding, respectively5,2064,833
Additional paid-in capital6,528,6136,074,322
Accumulated deficit(46,985)(373,141)
Accumulated other comprehensive income50,88643,674
Total Rithm Capital stockholders’ equity7,794,9747,006,942
Noncontrolling interests in equity of consolidated subsidiaries91,33694,096
Total Equity7,886,3107,101,038
Total Liabilities and Equity$46,048,957$39,717,084

(A)The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) and certain other consolidated VIEs classified as collateralized financing entities (“CFEs”) that are presented separately and measured under the CFE election. VIE assets can only be used to settle obligations and liabilities of the VIEs. VIE creditors do not have recourse to Rithm Capital Corp. As of December 31, 2024 and 2023, total assets of such consolidated VIEs were $6.3 billion and $5.6 billion, respectively, and total liabilities of such consolidated VIEs were $5.2 billion and $4.7 billion, respectively. See Note 20 for further details.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,
202420232022
Revenues
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables$1,993,319$1,859,357$1,831,354
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(602,241), $(518,978) and $(631,120), respectively)(167,574)(565,684)727,334
Servicing revenue, net1,825,7451,293,6732,558,688
Interest income1,949,7901,616,1891,038,459
Gain on originated residential mortgage loans, held-for-sale, net682,535533,4771,092,749
Other revenues227,472236,167230,905
Asset management revenues520,29482,681—
5,205,8363,762,1874,920,801
Expenses
Interest expense and warehouse line fees1,835,3251,401,327777,793
General and administrative868,484761,102896,062
Compensation and benefits1,134,768787,0921,231,446
Management fee to affiliate——46,174
Termination fee to affiliate——400,000
3,838,5772,949,5213,351,475
Other Income (Loss)
Realized and unrealized losses, net(215,705)(19,456)(180,059)
Other income (loss), net57,255(40,377)(126,466)
(158,450)(59,833)(306,525)
Income before Income Taxes1,208,809752,8331,262,801
Income tax expense267,317122,159279,516
Net Income941,492630,674983,285
Noncontrolling interests in income of consolidated subsidiaries9,9898,41728,766
Dividends on preferred stock96,45689,57989,726
Net Income Attributable to Common Stockholders$835,047$532,678$864,793
Net Income per Share of Common Stock
Basic$1.69$1.11$1.84
Diluted$1.67$1.10$1.80
Weighted Average Number of Shares of Common Stock Outstanding
Basic495,479,956481,934,951468,836,718
Diluted499,597,670483,716,715481,636,125
Dividends Declared per Share of Common Stock$1.00$1.00$1.00

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31,
202420232022
Net Income$941,492$630,674$983,285
Other Comprehensive Income (Loss):
Unrealized gain (loss) on available-for-sale securities, net of tax8,8855,437(52,602)
Cumulative translation adjustment, net of tax(1,673)586—
Comprehensive Income948,704636,697930,683
Comprehensive income attributable to noncontrolling interests9,9898,41728,766
Dividends on preferred stock96,45689,57989,726
Comprehensive Income Attributable to Common Stockholders$842,259$538,701$812,191

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2024

Preferred Stock · Common Stock · AdditionalPaid-inCapital · Accumulated Deficit · AccumulatedOtherComprehensiveIncome · Total Rithm CapitalStockholders’Equity · NoncontrollingInterests inEquity ofConsolidatedSubsidiaries · TotalEquity
Shares · Amount · Shares · Amount
Balance at December 31, 202351,964,122$1,257,254483,226,239$4,833$6,074,322$(373,141)$43,674$7,006,942$94,096$7,101,038
Dividends declared on common stock—————(503,399)—(503,399)—(503,399)
Dividends declared on preferred stock—————(96,456)—(96,456)—(96,456)
Capital contributions————————42,62742,627
Capital distributions————————(29,334)(29,334)
Issuance of common stock——36,097,793360409,597——409,957—409,957
Option exercise——917,7459(9)—————
Purchase of non-controlling interest————————(26,042)(26,042)
Director share grants and stock-based compensation——414,479444,703(5,492)—39,215—39,215
Comprehensive Income:
Net income—————931,503—931,5039,989941,492
Unrealized gain on available-for-sale securities, net——————8,8858,885—8,885
Cumulative translation adjustment, net——————(1,673)(1,673)—(1,673)
Total comprehensive income938,7159,989948,704
Balance at December 31, 202451,964,122$1,257,254520,656,256$5,206$6,528,613$(46,985)$50,886$7,794,974$91,336$7,886,310

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY, CONTINUED

FOR THE YEAR ENDED DECEMBER 31, 2023

Preferred Stock · Common Stock · AdditionalPaid-inCapital · RetainedEarnings (Accumulated Deficit) · AccumulatedOtherComprehensiveIncome · Total Rithm CapitalStockholders’Equity · NoncontrollingInterests inEquity ofConsolidatedSubsidiaries · TotalEquity
Shares · Amount · Shares · Amount
Balance at December 31, 202251,964,122$1,257,254473,715,100$4,739$6,062,019$(418,662)$37,651$6,943,001$67,067$7,010,068
Dividends declared on common stock—————(483,192)—(483,192)—(483,192)
Dividends declared on preferred stock—————(89,579)—(89,579)—(89,579)
Capital contributions————————4,7334,733
Capital distributions————————(21,994)(21,994)
Cashless exercise of 2020 Warrants——9,287,34793(93)—————
Purchase of non-controlling interest————————35,87335,873
Director share grants and stock-based compensation——223,792112,396(3,965)—8,432—8,432
Comprehensive Income:
Net income—————622,257—622,2578,417630,674
Unrealized gain on available-for-sale securities, net——————5,4375,437—5,437
Cumulative translation adjustment, net——————586586—586
Total comprehensive income628,2808,417636,697
Balance at December 31, 202351,964,122$1,257,254483,226,239$4,833$6,074,322$(373,141)$43,674$7,006,942$94,096$7,101,038

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY, CONTINUED

FOR THE YEAR ENDED DECEMBER 31, 2022

Preferred Stock · Common Stock · AdditionalPaid-inCapital · RetainedEarnings (Accumulated Deficit) · AccumulatedOtherComprehensiveIncome · Total Rithm CapitalStockholders’Equity · NoncontrollingInterests inEquity ofConsolidatedSubsidiaries · TotalEquity
Shares · Amount · Shares · Amount
Balance at December 31, 202152,210,0001,262,481466,758,2664,669$6,059,671$(813,042)$90,253$6,604,032$65,348$6,669,380
Dividends declared on common stock—————(470,413)—(470,413)—(470,413)
Dividends declared on preferred stock—————(89,726)(89,726)(89,726)
Capital distributions————————(27,047)(27,047)
Repurchases of preferred stock(245,878)(5,227)——(5,227)(5,227)
Cashless exercise of 2020 warrants——6,858,34769(69)—————
Director share grants and stock-based compensation——98,48712,417——2,418—2,418
Comprehensive Income:
Net income—————954,519—954,51928,766983,285
Unrealized loss on available-for-sale securities, net——————(52,602)(52,602)—(52,602)
Total comprehensive income901,91728,766930,683
Balance at December 31, 202251,964,122$1,257,254473,715,1004,739$6,062,019$(418,662)$37,651$6,943,001$67,067$7,010,068

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,
202420232022
Cash Flows From Operating Activities
Net income$941,492$630,674$983,285
Adjustments to reconcile net income to net cash flows from operating activities:
Change in fair value of investments, net336,946922,072(1,056,662)
Change in fair value of secured notes and bonds payable5,88517,155(45,792)
(Gain) loss on settlement of investments, net(129,353)(820,238)1,354,263
Gain on sale of originated residential mortgage loans, held-for-sale, net(682,535)(533,477)(1,092,749)
(Gain) loss on transfer of loans to real estate owned (“REO”)(789)(10,224)(7,726)
Accretion and other amortization(87,713)(106,421)(80,957)
Provision for (reversal of) credit losses on securities, loans and REO(319)(478)14,962
Non-cash portions of servicing revenue, net251,214618,005(639,945)
Deferred tax provision254,40290,002271,167
Mortgage loans originated and purchased for sale, net of fees(60,360,268)(39,817,843)(76,344,856)
Sales proceeds and loan repayment proceeds for residential mortgage loans, held-for-sale57,315,69839,340,81381,547,076
Loan originations and draws of consolidated entities——(75,406)
Loan repayment proceeds of consolidated entities386,668278,920431,065
Residential transition loans repayment proceeds of consolidated CFEs—353,994170,834
Interest received from servicer advance investments, RMBS, loans and other56,17054,48562,375
Interest received from reverse repurchase agreements57,423——
Principal repayments and sales proceeds of investments of consolidated CFEs318,877——
Loan originations and investment purchases of consolidated CFEs(474,120)——
Changes in:
Servicer advances receivable, net(222,862)15,022(36,695)
Other assets(63,179)(428,763)405,469
Due to affiliates——(17,819)
Accrued expenses and other liabilities(88,838)89,897(89,003)
Net cash provided by (used in) operating activities(2,185,201)693,5955,752,886

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Year Ended December 31,
202420232022
Cash Flows From Investing Activities
Business acquisitions, net of cash acquired(603,778)(306,770)—
Purchase of servicer advance investments(781,896)(852,015)(988,847)
Purchase of Excess MSRs(122,887)——
Purchase of government-backed and other securities(1,249,562)(4,094,934)(15,629,483)
Proceeds from sale of government-backed and other securities2,583,7822,087,41914,565,043
Purchase of Treasury securities(12,360,987)(998,148)—
Treasury sales and Treasury securities payable7,238,8511,765,360—
Maturity of Treasury securities75,0001,030,000—
Reverse repurchase agreements entered(2,287,188)(1,769,601)—
Reverse repurchase agreements closed4,060,788——
Purchase of residential mortgage loans——(7,182)
Purchase of SFR properties, MSRs and other assets(449,931)(106,351)(416,610)
Purchase of residential transition loans—(146,631)—
Origination of residential transition loans(2,873,016)——
Draws on revolving consumer loans(24,091)(27,510)(29,615)
Net settlement of derivatives and hedges129,401867,637311,073
Return of investments in Excess MSRs38,18831,94017,701
Return of investments in equity method investees32,358——
Principal repayments from servicer advance investments808,963880,8611,033,326
Principal repayments from government, government-backed and other securities751,318639,7361,026,186
Principal repayments from residential mortgage loans45,15947,73585,836
Principal repayments from consumer loans560,518439,540140,574
Principal repayments from residential transition loans1,393,658——
Principal repayments and sales proceeds of investments of consolidated CFEs592,940——
Loan originations and investment purchases of consolidated CFEs(4,766)——
Settlement of sale of MSRs and MSR financing receivables(8,305)705,30010,698
Proceeds from sale of REO30,32723,15314,201
Net cash provided by (used in) investing activities(2,425,156)216,721132,901

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Year Ended December 31,
202420232022
Cash Flows From Financing Activities
Repayments of secured financing agreements(68,587,878)(48,921,875)(55,998,234)
Repayments of warehouse credit facilities including those related to the initial consolidation of CLOs(65,260,271)(41,096,041)(83,793,352)
Repayment of unsecured senior notes(275,000)——
Net settlement of margin deposits under repurchase agreements and derivatives(611,229)(862,662)1,460,458
Repayments of secured notes and bonds payable(5,803,196)(7,636,954)(4,696,136)
Deferred financing fees(17,915)(7,364)(11,062)
Dividends paid on common and preferred stock(588,058)(570,878)(558,301)
Borrowings under secured financing agreements70,352,65350,079,18654,385,892
Borrowings under warehouse credit facilities67,274,95841,065,47976,069,417
Borrowings under notes receivable financing364,977——
Borrowings under secured notes and bonds payable5,529,9006,669,4835,868,761
Proceeds from issuance of unsecured senior notes767,103——
Proceeds from issuance of debt obligations of consolidated CFEs2,013,765725,9011,919,160
Repayments of debt obligations of consolidated CFEs(725,946)(269,563)(430,042)
Issuance of common and preferred stock409,957——
Repurchase of common and preferred stock——(5,227)
Noncontrolling interest in equity of consolidated subsidiaries - contributions42,627——
Noncontrolling interest in equity of consolidated subsidiaries - distributions(29,334)(17,261)(27,047)
Payment of contingent consideration——(2,355)
Purchase of noncontrolling interest(26,042)——
Net cash provided by (used in) financing activities4,831,071(842,549)(5,818,068)
Net Increase in Cash, Cash Equivalents and Restricted Cash220,71467,76767,719
Cash, Cash Equivalents and Restricted Cash, Beginning of Period1,697,0951,629,3281,561,609
Cash, Cash Equivalents and Restricted Cash, End of Period$1,917,809$1,697,095$1,629,328
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest$1,741,014$1,484,094$825,224
Cash paid during the period for income taxes12,1786,5244,012
Supplemental Schedule of Non-Cash Investing and Financing Activities
Dividends declared but not paid on common and preferred stock153,114143,199140,984
Transfer from residential mortgage loans to real estate owned and other assets8,42521,94314,936
Real estate securities retained from loan securitizations51,536——
Residential mortgage loans subject to repurchase2,745,7561,782,9981,219,890
Purchase of Agency RMBS, settled after quarter-end——731,216
Cashless exercise of warrants and options99369
Liabilities related to the initial consolidation of CLOs512,590——
Liabilities related to deconsolidated CFEs352,900——
Seller financing in Marcus acquisition—1,317,347—
Seller financing in CXP acquisition—323,452—
  1. BUSINESS AND ORGANIZATION

Rithm Capital Corp. (together with its consolidated subsidiaries, “Rithm Capital” or the “Company”) is a global asset manager focused on real estate, credit and financial services. Rithm Capital is a Delaware corporation formed in September 2011 as a limited liability company and commenced operations in December 2011.

Prior to June 17, 2022, Rithm Capital operated under a management agreement (the “Management Agreement”) with FIG LLC (the “Former Manager”), an affiliate of Fortress Investment Group LLC. Effective June 17, 2022, Rithm Capital entered into an internalization agreement with the Former Manager, pursuant to which the Management Agreement was terminated and the Company internalized its management functions (such transactions, the “Internalization”). In connection with the Internalization, the Company agreed to pay the Former Manager $400.0 million (subject to certain adjustments), which payments were completed by December 15, 2022. As a result of the Internalization, Rithm Capital operates as an internally managed real estate investment trust (“REIT”).

Rithm Capital seeks to generate long-term value for its investors by using its investment expertise to identify, manage and invest in real estate related and other financial assets and more recently, broader asset management capabilities, in each case that provides investors with attractive risk-adjusted returns. The Company’s investments in real estate related assets include its equity interest in operating companies, including leading origination and servicing platforms held through wholly-owned subsidiaries, Newrez LLC (“Newrez”) and Genesis Capital LLC (“Genesis”), as well as investments in single-family rental (“SFR”) properties, title, appraisal and property preservation and maintenance businesses. The Company’s real estate related strategy involves opportunistically pursuing acquisitions and seeking to establish strategic partnerships that the Company believes enable it to maximize the value of its investments by offering products and services related to the lifecycle of transactions that affect each mortgage loan and underlying residential property or collateral. Rithm Capital’s asset management business primarily operates through its wholly-owned subsidiaries, Sculptor Capital Management, Inc. (“Sculptor”) and its affiliates, acquired on November 17, 2023, and RCM GA Manager LLC (“RCM Manager”). Sculptor is a leading global alternative asset manager and provides asset management services and investment products across credit, real estate and multi-strategy platforms through commingled funds, separate accounts and other alternative investment vehicles. RCM Manager manages Rithm Property Trust Inc. (“Rithm Property Trust”), a publicly traded mortgage REIT pursuant to a management agreement, dated June 11, 2024 (as amended by that First Amendment to the Management Agreement, dated as of October 18, 2024, the “Rithm Property Trust Management Agreement”).

As of December 31, 2024, Rithm Capital conducted its business through the following segments: (i) Origination and Servicing, (ii) Investment Portfolio, (iii) Residential Transitional Lending and (iv) Asset Management.

Rithm Capital’s Origination and Servicing businesses operate through its wholly-owned subsidiaries Newrez and New Residential Mortgage LLC (“NRM”). The Company’s residential mortgage origination business sources and originates loans through four channels: Direct to Consumer, Retail/Joint Venture, Wholesale and Correspondent. Additionally, the Company’s servicing platform complements its origination business and offers its subsidiaries and third-party clients performing and special servicing capabilities. Rithm Capital also operates additional real estate related businesses through its wholly-owned subsidiaries, including: (i) Avenue 365 Lender Services, LLC, its title company, (ii) eStreet Appraisal Management LLC, its appraisal management company, (iii) Adoor LLC (“Adoor”), its company focused on the acquisition and management of SFR properties, (iv) Genesis, a lender for experienced developers and investors of residential real estate, which also supports the Adoor business, and (v) Guardian Asset Management (“Guardian”), a national provider of field services and property management services. In additional to these wholly-owned subsidiaries, Rithm Capital also has operations in commercial real estate through its joint venture with GreenBarn Investment Group, which provides acquisition and development opportunities, asset and property management, and leasing and construction support

NRM and Newrez are licensed or otherwise eligible to service residential mortgage loans in all states within the United States of America (“U.S.”) and the District of Columbia. NRM and Newrez are also approved to service mortgage loans on behalf of investors, including Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”, and together with Fannie Mae, “GSEs”), and in the case of Newrez, Government National Mortgage Association (“Ginnie Mae”, collectively with the GSEs, the “Agencies” and each of Fannie Mae, Freddie Mac and Ginnie Mae, an “Agency”). Newrez is also eligible to perform servicing on behalf of other servicers as a subservicer.

Newrez sells substantially all of the mortgage loans that it originates into the secondary market. Newrez securitizes loans into residential mortgage-backed securities (“RMBS”) through the Agencies. Loans originated outside of the GSEs, guidelines of the Federal Housing Administration (“FHA”), U.S. Department of Agriculture or Department of Veterans Affairs (for loans securitized with Ginnie Mae) are sold to private investors and mortgage conduits. Newrez generally retains the right to service the underlying residential mortgage loans sold and securitized by Newrez. NRM and Newrez are required to conduct aspects of their operations in accordance with applicable policies and guidelines of such Agencies.

Rithm Capital has elected and intends to qualify to be taxed as a REIT for U.S. federal income tax purposes. As such, Rithm Capital will generally not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements. See Note 2 and Note 25 for additional information regarding Rithm Capital’s taxable REIT subsidiaries (“TRSs”).

  1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “U.S. GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of Rithm Capital’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements include the accounts of Rithm Capital and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. Rithm Capital consolidates those entities in which it has control over significant operating, financing and investing decisions of the entity, as well as those entities classified as VIEs in which Rithm Capital is determined to be the primary beneficiary. For entities over which Rithm Capital exercises significant influence, but which do not meet the requirements for consolidation, Rithm Capital applies the equity method of accounting whereby it records its share of the underlying income of such entities unless a fair value option is elected. Distributions from such equity method investments are classified in the consolidated statements of cash flows based on the cumulative earnings approach, where all distributions up to cumulative earnings are classified as distributions of earnings.

Reclassifications — Certain prior period amounts in Rithm Capital’s consolidated financial statements and respective notes have been reclassified to be consistent with the current period presentation. Such reclassifications had no impact on net income, total assets, total liabilities or stockholders’ equity.

Risks and Uncertainties — In the normal course of its business, Rithm Capital primarily encounters two significant types of economic risk: credit risk and market risk. Credit risk is the risk of default on Rithm Capital’s investments that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of investments due to changes in prepayment rates, interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying Rithm Capital’s investments. Taking into consideration these risks along with estimated prepayments, financings, collateral values, payment histories and other information, Rithm Capital believes that the carrying values of its investments are reasonable. Furthermore, for each of the periods presented, a significant portion of Rithm Capital’s assets are dependent on its servicers’ and subservicers’ abilities to perform their servicing obligations with respect to the residential mortgage loans underlying Rithm Capital’s excess mortgage servicing rights (“Excess MSRs”), mortgage servicing rights (“MSRs”), MSR financing receivables, servicer advance investments, RMBS issued by either public trusts or private label securitization entities and loans. If a servicer is terminated, Rithm Capital’s right to receive its portion of the cash flows related to interests in servicing related assets may also be terminated.

Use of Estimates — The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts in the consolidated financial statements and accompanying notes. Management believes that estimates utilized in preparation of the consolidated financial statements are reasonable. The most critical estimates include those related to fair value measurements of the Company’s assets and liabilities, the determination of whether or not to consolidate a VIE or a voting interest entity (“VOE”), goodwill and intangible assets and the disclosure of contingent assets and liabilities at the reporting date. Actual results could differ from those estimates and such differences could be material.

Foreign Currency — The functional currency of substantially all of the Company’s consolidated subsidiaries is the U.S. dollar, as their operations are considered extensions of the U.S. parent’s operations. Monetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars at the closing rates of exchange on the balance sheet date. Nonmonetary assets and liabilities denominated in foreign currencies are remeasured into U.S. dollars using the historical exchange rate. As a result, no transaction gains or losses are recognized for nonmonetary assets and liabilities. The profit or loss arising from foreign currency transactions are remeasured using the rate in effect on the date of any relevant transaction. Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general and administrative on the consolidated statements of operations. Unrealized gains and losses due to changes in exchange rates related to investments denominated in a currency other than an entity’s functional currency are reported as cumulative translation adjustment in the consolidated statements of comprehensive income.

The Company has a subsidiary whose functional currency is the Euro, and the financial statements of such entity are translated into U.S. dollars using the exchange rates prevailing at the end of each reporting period, and the statement of operations of the entity is translated using the rate in effect on the date of any relevant transaction. Gains and losses arising from the translation of monetary assets and liabilities are recorded as a currency translation adjustment in the consolidated statements of comprehensive income and are included in accumulated other comprehensive income (loss) in the consolidated balance sheets.

Business Combinations and Assets Acquisitions— When the assets acquired and liabilities assumed constitute a business, then the acquisition is a business combination. If substantially all of the fair value of the gross asset acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business. Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations, using the acquisition method which requires, among other things, that the assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. In a business combination, the initial allocation of the purchase price is considered preliminary and therefore subject to change until the end of the measurement period (up to one year from the acquisition date). Goodwill is calculated as the excess of the consideration transferred over the net assets acquired that meet the criteria for separate recognition and represents the estimated future economic benefits arising from these and other assets acquired that could not be individually identified or do not qualify for recognition as a separate asset. Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired. Acquisition related costs are expensed as incurred. The results of operations of acquired businesses are included from the date of acquisition.

Common control transactions include a transfer of net assets or an exchange of equity interests between entities under the control of the same parent. Common control transactions have characteristics that are similar to a business combination but do not meet the requirements to be accounted for as a business combination. The accounting and reporting for a transaction between entities under common control is addressed in the ASC 805-50, Transactions Between Entities Under Common Control, which requires that the receiving entity recognize the net assets received at their historical carrying amounts.

Consolidation and Transfers of Financial Assets— For each equity investment made, the Company evaluates the underlying entity that issued the securities acquired or to which the Company makes a loan to determine the appropriate accounting. A similar analysis is performed for each entity with which the Company enters into an agreement for management, servicing or related services. In performing the analysis, the Company applies the guidance in ASC 810-10, Consolidation. In situations where the Company is the transferor of financial assets, the Company applies the guidance in ASC 860-10, Transfers and Servicing. In VIEs, an entity is subject to consolidation under ASC 810-10 if the equity investors either do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, are unable to direct the entity’s activities or are not exposed to the entity’s losses or entitled to its residual returns. VIEs within the scope of ASC 810-10 are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. This determination can sometimes involve complex and subjective analyses. Further, ASC 810-10 also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. In accordance with ASC 810-10, all transferees, including VIEs, must be evaluated for consolidation. If the Company determines that consolidation is not required, it will then assess whether the transfer of the underlying assets would qualify for sale accounting or should be accounted for as secured borrowing. The Company’s equity investments, where the Company exercises significant influence but for which the Company has not elected the fair value option, are accounted for under the equity method of accounting.

In circumstances where an entity does not have the characteristics of a VIE, it would be considered a VOE. The Company would consolidate a VOE where the Company has a majority equity interest and has control over significant operating, financial and investing decisions of the entity.

A special purpose entity (“SPE”) is an entity designed to fulfill a specific limited need of the company that organized it. SPEs are often used to facilitate transactions that involve securitizing financial assets or resecuritizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and, depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement.

The Company may periodically enter into transactions in which it transfers assets to a third party. Upon a transfer of financial assets, the Company will sometimes retain or acquire subordinated interests in the related assets. Pursuant to ASC 860-10, a determination must be made as to whether a transferor has surrendered control over transferred financial assets. That determination must consider the transferor’s continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. The financial components approach under ASC 860-10 limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. It defines the term “participating interest” to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale. Under ASC 860-10, after a transfer of financial assets that meets the criteria for treatment as a sale-legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transferred control - an entity recognizes the financial and servicing assets it acquired or retained and the liabilities it has incurred, derecognizes financial assets it has sold and derecognizes liabilities when extinguished. The transferor would then determine the gain or loss on sale of financial assets by allocating the carrying value of the underlying mortgage between securities or loans sold and the interests retained based on their fair values. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the securities or loans sold. When a transfer of financial assets does not qualify for sale accounting, ASC 860-10 requires the transfer to be accounted for as a secured borrowing with a pledge of collateral.

From time to time, the Company may securitize mortgage loans it holds if such financing is available. Depending upon the structure of the securitization transaction, these transactions will be recorded in accordance with ASC 860-10 and will be accounted for as either a sale and the loans will be removed from the consolidated balance sheets, or as a financing and the loans will remain on the consolidated balance sheets. ASC 860-10 is a standard that may require the Company to exercise significant judgment in determining whether a transaction should be recorded as a sale or a financing.

Certain consolidated VIEs meet the definition of collateralized financing entities (“CFE”). A CFE is a VIE that holds financial assets and issues beneficial interests in those assets, and these beneficial interests have contractual recourse only to the related assets of the CFE. Accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities of a CFE using the more observable of the fair value of the financial assets or fair value of the financial liabilities. The net equity in an entity accounted for under the CFE election effectively represents the fair value of the beneficial interests Rithm Capital owns in the CFE.

Policies of Certain Consolidated Entities —For purposes of these consolidated financial statements, “consolidated entities” refer to special purpose entities, funds or other investment vehicles which the Company is required to consolidate in accordance with ASC 810, Consolidation. Investments held by a consolidated fund that is considered an investment company are reflected at their estimated fair values pursuant to specialized investment company accounting guidance retained by the Company using net asset value (“NAV”) per share of the underlying funds. Refer to Note 19 for further details. The Company’s policy is that a consolidated entity that is considered an investment company under GAAP will generally consolidate another investment company when it owns substantially all of the interest in the investment company.

The Company also consolidates certain securitization vehicles that are CFEs. The Company elected fair value option for the financial assets and the financial liabilities upon consolidation of these securitization vehicles. The Company measures the financial assets of these consolidated securitization vehicles based on the fair value of the financial liabilities, as the Company believes the fair value of the financial liabilities is more observable. The financial assets are measured as (i) the sum of the fair value of the financial liability including beneficial interests retained by the Company less (ii) the carrying value of any nonfinancial assets held temporarily. As a result of this measurement alternative, there is no attribution of amounts to non-controlling interests for consolidated CFEs.

Assets of consolidated CFEs accounted for using the measurement alternative are presented within assets of consolidated CFEs under investments, at fair value and other assets, and liabilities due to third parties are presented within liabilities of consolidated CFEs under notes payable, at fair value and other liabilities, in the consolidated balance sheets. Change in the fair value of these consolidated securitization vehicles’ financial assets and liabilities and related interest and other income are presented within realized and unrealized gains (losses), net, and ongoing expenses of the vehicles are presented as expenses within general and administrative on the consolidated statements of operations. Refer to Note 20 for further details.

Excess MSRs — Excess MSRs refer to the excess servicing spread related to MSRs, whose underlying collateral is securitized in a trust. Upon acquisition, Rithm Capital has elected to record each of such investments at fair value. Rithm Capital elected to record its investments at fair value in order to provide users of the financial statements with better information regarding the effects of prepayment risk and other market factors on Excess MSRs. Under this election, Rithm Capital records a valuation adjustment on its Excess MSRs on a quarterly basis to recognize the changes in fair value in net income. Excess MSRs are aggregated into pools as applicable; each pool of Excess MSRs is accounted for in the aggregate. Interest income for Excess MSRs is accreted into earnings on an effective yield or “interest” method, based upon the expected excess mortgage servicing amount through the expected life of the underlying mortgages. Changes to expected cash flows result in a cumulative retrospective adjustment, which will be recorded in the period in which the change in expected cash flows occurs. Under the retrospective method, the interest income recognized for a reporting period is measured as the difference between the amortized cost basis at the end of the period and the amortized cost basis at the beginning of the period, plus any cash received during the period. The amortized cost basis is calculated as the present value of estimated future cash flows using an effective yield, which is the yield that equates all past actual and current estimated future cash flows to the initial investment. In addition, Rithm Capital’s policy is to recognize interest income only on its Excess MSRs in existing eligible underlying mortgages. The difference between the fair value of Excess MSRs and their amortized cost basis is recorded as change in realized and unrealized gains (losses), net on the consolidated statements of operations. Fair value is generally determined by discounting the expected future cash flows using discount rates that incorporate the market risks and liquidity premium specific to the

Excess MSRs, and therefore may differ from their effective yields. Excess MSRs is grouped and presented as part of other assets on the consolidated balance sheets.

MSRs and MSR Financing Receivables— MSRs represent the contractual right to service residential mortgage loans. The Company recognizes MSRs created through the sale of loans it originates. Under the accounting guidance for transfers and servicing, the Company initially measures a mortgage servicing asset that qualifies for separate recognition at fair value on the date of transfer. Rithm Capital elected to record its investments at fair value in order to provide users of the financial statements with better information regarding the effects of prepayment risk and other market factors on MSRs. Under this election, Rithm Capital records a valuation adjustment on its MSRs on a quarterly basis to recognize the changes in fair value in net income. MSRs are aggregated into pools as applicable; each pool of MSRs is accounted for in the aggregate. Income from MSRs is recorded in servicing revenue, net and comprises (i) income from the MSRs, plus or minus (ii) the mark-to-market on the MSRs including change in fair value due to realization of cash flows. Fair value is generally determined by discounting the expected future cash flows using discount rates that incorporate the market risks and liquidity premium specific to the MSRs.

In certain cases, Rithm Capital has legally purchased MSRs or the right to the economic interest in MSRs; however, Rithm Capital has determined that the purchase agreement would not be treated as a sale under GAAP. Therefore, rather than recording an investment in MSRs, Rithm Capital records an investment in MSR financing receivables. Income from this investment (net of subservicing fees) is recorded as interest income and is grouped and presented as part of servicing revenue, net in the consolidated statements of operations. Additionally, Rithm Capital has elected to measure MSR financing receivables at fair value, with changes in fair value flowing through servicing revenue, net in the consolidated statements of operations.

Servicer Advance Investments— Rithm Capital accounts for its servicer advance investments similarly to its Excess MSRs. Interest income for servicer advance investments is accreted into earnings on an effective yield or “interest” method, based upon the expected aggregate cash flows of the servicer advance investments, including the base fee component of the related MSR (but excluding any Excess MSR component) through the expected life of the underlying mortgages, net of a portion of the base fee component of the MSR that Rithm Capital remits to the servicer as compensation for the servicer’s servicing activities.

Changes to expected cash flows result in a cumulative retrospective adjustment, which is recorded in the period in which the change in expected cash flows occurs. Under the retrospective method, the interest income recognized for a reporting period is measured as the difference between the amortized cost basis at the end of the period and the amortized cost basis at the beginning of the period, plus any cash received during the period. The amortized cost basis is calculated as the present value of estimated future cash flows using an effective yield, which is the yield that equates past actual and current estimated future cash flows to the initial investment. For periods in which cash flows are impacted by an independent factor where there is a change in effective interest rate during the period, the new yield is calculated retrospectively back to the change in effective interest rate during that period.

The difference between the fair value of servicer advance investments and their amortized cost basis is recorded as change in realized and unrealized gains (losses), net on the consolidated statements of operations. Fair value is generally determined by discounting the expected future cash flows using discount rates that incorporate the market risks and liquidity premium specific to the servicer advance investments, and therefore may differ from their effective yields. Servicer advance investments is grouped and presented as part of other assets on the consolidated balance sheets.

Real Estate and Other Securities — Agency RMBS and non-Agency residential and other securities are classified as either available-for-sale (“AFS”) or accounted for under the fair value option. The Company determines the appropriate classification of its securities at the time they are acquired. If classified as available-for-sale, investments are carried at fair value, with net unrealized gains or losses reported as a component of accumulated other comprehensive income. If classified under the fair value option, changes in fair value are recorded in the consolidated statements of operations as a component of realized and unrealized gains (losses), net.

Fair value is determined under the guidance of ASC 820, Fair Value Measurements and Disclosures. Management’s judgment is used to arrive at the fair value of the Company’s real estate and other securities, taking into account prices obtained from third-party pricing providers and other applicable market data. The third-party pricing providers use pricing models that generally incorporate such factors as coupons, primary and secondary mortgage rates, rate reset periods, issuer, prepayment speeds, credit enhancements and expected life of the security. The Company’s application of ASC 820 guidance is discussed in further detail in Note 19.

Investment securities transactions are recorded on the trade date. At disposition, the net realized gain or loss is determined on the basis of the cost of the specific investment and is included in net income.

There are several different accounting models that may be applicable for purposes of the recognition of interest income on securities depending on whether the security is designated as available-for-sale or fair value option.

The following accounting models apply to securities classified as available-for-sale:

(i) Securities of high credit quality rated ‘AA’ or higher that, at the time of purchase, the Company expects to collect all contractual cash flows and the security cannot be contractually prepaid in such a way that the Company would not recover substantially all of its recorded investment.

(ii) Non-Agency securities which are not of high credit quality at the time of purchase or that can be contractually prepaid or otherwise settled in such a way that the Company would not recover substantially all of its recorded investment.

For securities of high credit quality accounted for under (i) above, the Company recognizes interest income by applying the permitted “interest method,” whereby purchase premiums and discounts are amortized and accreted, respectively, as an adjustment to contractual interest income accrued at each security’s stated coupon rate. The interest method is applied at the individual security level based upon each security’s effective interest rate. The Company calculates each security’s effective interest rate at the time of purchase by solving for the discount rate that equates the present value of that security's remaining contractual cash flows (assuming no principal prepayments) to its purchase price. Because each security’s effective interest rate does not reflect an estimate of future prepayments, the Company refers to this manner of applying the interest method as the “contractual effective interest method.” When applying the contractual effective interest method to its investments in securities, as principal prepayments occur, a proportional amount of the unamortized premium or discount is recognized in interest income such that the contractual effective interest rate on the remaining security balance is unaffected.

For non-Agency securities accounted for under (ii) above, the Company recognizes interest income by applying the required prospective level-yield methodology. Interest income under this methodology is impacted by management judgments around both the amount and timing of credit losses (defaults) and prepayments. Consequently, interest income on these non-Agency securities is recognized based on the timing and amount of cash flows expected to be collected, as opposed to being based on contractual cash flows. These securities are generally purchased at a discount to the principal amount. At the original acquisition date, the Company estimates the timing and amount of cash flows expected to be collected and calculates the present value of those amounts to the Company’s purchase price. In each subsequent balance sheet date, the Company revises its estimates of the remaining timing and amount of cash flows expected to be collected. If there is a positive change in the amount and timing of future cash flows expected to be collected from the previous estimate, the effective interest rate in future accounting periods may increase resulting in an increase in the reported amount of interest income in future periods. A positive change in the amount and timing of future cash flows expected to be collected is considered to have occurred when the net present value of future cash flows expected to be collected has increased from the previous estimate. This can occur from a change in either the timing of when cash flows are expected to be collected (i.e., from changes in prepayment speeds or the timing of estimated defaults) or in the amount of cash flows expected to be collected (i.e., from reductions in estimates of future defaults). If there is a negative or adverse change in the amount and timing of future cash flows expected to be collected from the previous estimate and the security's fair value is below its amortized cost, an impairment loss equal to the adverse change in cash flows expected to be collected, discounted using the security's effective rate before impairment, is required to be recorded in current period earnings. Additionally, while the effective interest rate used to accrete interest income after an impairment has been recognized will generally be the same, the amount of interest income recorded in future periods will decline because of the reduced balance of the amortized cost basis of the investment to which such effective interest rate is applied.

The following accounting models apply to securities accounted for under the fair value option:

(iii) Securities of high credit quality rated ‘AA’ or higher that, at the time of purchase, the Company expects to collect all contractual cash flows and the security cannot be contractually prepaid in such a way that the Company would not recover substantially all of its recorded investment.

(iv) Non-Agency securities which are not of high credit quality at the time of purchase or that can be contractually prepaid or otherwise settled in such a way that the Company would not recover substantially all of its recorded investment.

Interest income on securities accounted for in (iii) above is recognized based on the stated coupon rate and the outstanding principal amount. The original purchase premium or discount is not amortized or accreted as part of interest income but rather reflected as part of the security’s fair value.

Interest income on non-Agency securities accounted for in (iv) above is recognized in accordance with the model described in (ii) above.

The Company evaluates its securities classified as available-for-sale on a quarterly basis to assess whether a decline in the fair value below the amortized cost basis should be recognized in net income or other comprehensive income. The presence of an impairment is based upon a fair value decline below a security’s amortized cost basis and a corresponding adverse change in expected cash flows due to credit related factors as well as non-credit factors, such as changes in interest rates and market spreads. A security is considered to be impaired if the Company (i) intends to sell the security, (ii) will more likely than not be required to sell the security before recovering its cost basis or (iii) does not expect to recover the security’s entire amortized cost basis, even if the Company does not intend to sell the security, or the Company believes it is more likely than not that it will be required to sell the security before recovering its cost basis. Under these scenarios, the full amount of impairment is recognized currently in net income and the cost basis of the security is adjusted. However, if the Company does not intend to sell the impaired security and it is more likely than not that it will not be required to sell before recovery, the impairment is separated into (i) the estimated amount relating to credit loss, or the credit component, and (ii) the amount relating to all other factors, or the non-credit component. Credit related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to net income, with the remainder of the loss recognized in accumulated other comprehensive income (loss). The allowance for credit loss as well as adjustment to net income can be reversed for subsequent changes in the estimate of expected credit loss. Impairment has been classified within other income (loss) in the consolidated statements of operations.

Residential Mortgage Loans and Consumer Loans — The Company's loan portfolio primarily consists of residential mortgage loans and consumer loans. The Company’s loans are classified as (i) held-for-investment at fair value, (ii) held-for-sale at fair value or (iii) held-for-sale at lower of cost or fair value. Loans are also eligible to be accounted for under the fair value option which are recorded on the consolidated balance sheets at fair value and the periodic changes in fair value are recorded as a component of gain on originated residential mortgage loans, held-for-sale, net and realized and unrealized gains (losses), net in the consolidated statements of operations. When the Company has the intent and ability to hold loans for the foreseeable future or to maturity/payoff, such loans are classified as held-for-investment. When the Company has the intent to sell loans, such loans are classified as held-for-sale.

For originated residential mortgage loans measured at fair value, Rithm Capital reports the change in the fair value within gain on originated residential mortgage loans, held-for-sale, net in the consolidated statements of operations. Fair value is generally determined using a market approach by utilizing either (i) the fair value of securities backed by similar residential mortgage loans, adjusted for certain factors to approximate the fair value of a whole residential mortgage loan, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics.

For acquired residential mortgage loans measured at fair value, Rithm Capital reports the change in fair value within realized and unrealized gains (losses), net in the consolidated statements of operations. Fair value is generally determined by discounting the expected future cash flows using inputs such as default rates, prepayment speeds and discount rates.

For loans measured at the lower of cost or fair value, the Company accounts for any excess of cost over fair value as a valuation allowance and includes changes in the valuation allowance in other income (loss) in the consolidated statements of operations in the period in which the change occurs. Purchase price discounts or premiums are deferred in a contra loan account until the related loan is sold. The deferred discounts or premiums are an adjustment to the basis of the loan and are included in the quarterly determination of the lower of cost or fair value adjustments and/or the gain or loss recognized at the time of sale.

Interest income on mortgage loans is accrued based on the unpaid principal balance (“UPB”) and the contractual interest rate. Interest earned on mortgage loans are reported in interest income in the consolidated statements of operations. If it’s probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the original contractual terms of the loan agreement, or if the loan becomes 90 days delinquent, the Company will reverse all prior accrued and unpaid interest on such mortgage loan. The Company will return loans to accrual status only when it reinstates the loan and there is no significant uncertainty as to collectability.

Rithm Capital elected to apply the fair value option for all consumer loans. The fair value option provides an election which allows a company to irrevocably elect fair value for certain financial assets and liabilities on an instrument-by-instrument basis. The Company elected the fair value option for these loans to better align reported results with the underlying economic changes in value of the loans on the Company’s consolidated balance sheets. Gains (losses) from the change in fair value of consumer loans are recognized in realized and unrealized gains (losses), net in the consolidated statements of operations. Interest income is recognized over the life of the loan using the effective interest method and is recorded on the accrual basis.

The Company’s residential mortgage loans and consumer loans are carried at fair value or the lower of cost or fair value. As a result, these loans are not subject to an allowance for credit losses under the current expected credit loss (“CECL”) impairment model.

A loan is reported as past due when a monthly payment is due and unpaid for 30 days or more. Loans, other than purchase credit deteriorated loans, are placed on non-accrual status and considered non-performing when full payment of principal and interest is in doubt, which generally occurs when principal or interest is 90 days or more past due unless the loan is both well secured and in the process of collection. Loans held-for-sale are subject to the non-accrual policy. A loan may be returned to accrual status when repayment is reasonably assured and there has been demonstrated performance under the terms of the loan or, if applicable, the terms of the restructured loan. Rithm Capital’s ability to recognize interest income on non-accrual loans as cash interest payments are received rather than as a reduction of the carrying value of the loans is based on the recorded loan balance being deemed fully collectible.

Single-Family Rental (SFR) Properties, Net— Purchases of SFR properties are accounted for as asset acquisitions and recorded at their purchase price, which is allocated between land, building and improvements and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, payments made to cure tax, utility and homeowners’ association (“HOA”) fees, as well as other closing costs.

SFR properties are classified as held-for-investment and are carried at cost less accumulated depreciation expense and impairment. From time to time, the Company may identify SFR properties to be sold. If the Company identifies a property to be sold, depreciation on the property is ceased, the property is measured at the lower of its carrying amount or its fair value less estimated costs to sell and is presented separately from SFR properties classified as held-for-investment.

Initial costs to acquire, renovate and prepare SFR properties to be leased are capitalized as a component of each residential real estate property using specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing the properties for use as rental real estate. Other costs include interest costs, property taxes, property insurance, utilities and HOA fees. The capitalization period associated with renovation activities begins at the time that such activities commence and conclude at the time that an SFR property is available to be leased. Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, while expenditures that improve or extend the life of a property, such as certain furniture and fixtures additions, are capitalized. The determination of which costs to capitalize requires judgment and can involve many factors with no one factor necessarily determinative. Expenditures for repairs and maintenance recognized immediately are included in general and administrative expenses in the Company’s consolidated statements of operations.

Except for land, costs capitalized in connection with SFR property acquisitions are depreciated over their estimated useful lives on a straight-line basis generally over 40 years. The depreciation period commences once renovations are complete and the property is ready for its intended use. For those costs capitalized in connection with renovation activities and those capitalized on an ongoing basis, the average useful life is approximately 15 years.

SFR properties are continuously monitored to assess whether there have been any events or changes in circumstances indicating that the carrying amount may be impaired and not recoverable. Significant indicators of impairment may include, but are not limited to, declines in home values, rental rates and occupancy percentages, as well as significant changes in the economy. To the extent an event or change in circumstance is identified, an SFR property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount is adjusted to its estimated fair value. Impairment charges are included in other income (loss) in the Company’s consolidated statements of operations.

Under ASC 842, Leases, an allowance for doubtful accounts for estimated losses is not permitted. Rather, when collectability is not deemed probable, the Company writes-off the tenant’s receivables and limits lease income to cash received.

Revenues associated with SFR properties consist of rents collected under lease agreements, net of any concessions and bad debt (including write-offs of operating lease receivables when collectability is not deemed probable) and other income, including tenant reimbursements for utilities and other charge-backs such as late fees and non-refundable deposits. Leases typically have a term ofone totwo years. Rental revenues are included in other revenues in the Company’s consolidated statements of operations.

In the fourth quarter of 2023, Rithm Capital entered into a strategic partnership with Darwin Homes, Inc. to establish a new property management platform, Adoor Property Management LLC (“APM”). All SFR properties are managed through APM.

Property and Maintenance Revenue— Rithm Capital, through its wholly-owned subsidiary, Guardian, collects revenue from property management, inspections and repair services. These revenues are included in other revenues in the Company’s consolidated statements of operations. Revenues recognized are from fixed-price work orders created for services defined within contracts with the customer. In accordance with ASC 606, the Company recognizes revenue upon completion of the services as detailed in each work order.

Residential Transition Loans— Rithm Capital, through its wholly-owned subsidiary Genesis, originates and manages a portfolio of primarily short-term mortgage loans to fund the construction and development of, or investment in, residential properties.

Rithm Capital elected to apply the fair value option for all residential transition loans. The fair value option provides an election which allows a company to irrevocably elect fair value for certain financial asset and liabilities on an instrument-by-instrument basis. The Company elected the fair value option for these loans to better align reported results with the underlying economic changes in value of the loans on the Company’s consolidated balance sheets. Furthermore, as a result of the election to apply the fair value option, these loans are not subject to an allowance for credit losses under the CECL impairment model. Rithm Capital reports the change in the fair value within realized and unrealized gains (losses), net in the consolidated statements of operations. Fair value approximates carrying value due to the short duration of the residential transition loans.

Residential transition loans are presented net of construction holdbacks and interest reserves on the consolidated balance sheets. The construction holdback represents amounts withheld from the funding of construction loans and released as the project progresses. The interest reserve represents amounts withheld from the funding of certain mortgage loans in order to satisfy monthly interest payments for all or part of the term of the related loan. Accrued interest is paid out of the interest reserve and recognized as interest income on a monthly basis.

Residential transition loans can be placed in contractual default status for (i) an interest payment that is more than 30 days past due or sooner, if collection is considered doubtful, (ii) a loan that matures and the borrower fails to make payment of all amounts owed or extend the loan or (iii) the collateral that becomes impaired in such a way that the ultimate collection of the loan receivable is doubtful. The accrual of interest income is suspended when a loan is in contractual default unless the interest is paid in cash or collectability of all amounts due is reasonably assured. In addition, in certain instances, where the interest reserve on a current loan has been fully depleted and the interest payment is not expected to be collected from the borrower, the Company may place a current loan on non-accrual status and recognize interest income on a cash basis. Interest previously accrued may be reversed at that time, and such reversal is offset against interest income. The accrual of interest income resumes only when the suspended loan becomes contractually current or a credit analysis supports the ability to collect in accordance with the terms of the loan.

In addition to interest income, the Company generates loan fee income, including loan origination fees, loan renewal fees and inspection fees. The majority of fee income is composed of loan origination fees, or “points,” with interest rates based on the total commitment at origination. In addition to origination fees, the Company earns loan extension fees when maturing loans are renewed or extended and amendment fees when loan terms are modified, such as increases in interest reserves and construction holdbacks. Loans are generally only renewed or extended if the loan is not in default and satisfies the Company’s underwriting criteria. Loan fee income is recognized as interest income at origination or amendment given the Company’s election of the fair value option.

Both interest and loan fee income earned on mortgage loans is reported in interest income in the consolidated statements of operations.

Residential Mortgage Loan Repurchases— Newrez, as approved issuer of Ginnie Mae mortgage-backed securities (“MBS”), originate and securitize government-insured residential mortgage loans. As issuer of Ginnie Mae-guaranteed securitizations, Newrez has the unilateral right to repurchase loans from the securitizations when they are delinquent for more than 90 days. Loans in forbearance that are three or more consecutive payments delinquent are included as delinquent loans permitted to be repurchased. Under GAAP, Newrez is required to recognize the right to loans on its balance sheet and establish a corresponding liability upon the triggering of the repurchase right regardless of whether Newrez intends to repurchase the loans. Upon recognizing loans eligible for repurchase, the Company does not change the accounting for MSRs related to previously sold loans. Upon reacquisition of a loan the MSR is written off.

Cash, Cash Equivalents and Restricted Cash — Rithm Capital considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits.

Servicer Advances Receivable — Represents servicer advances due to Rithm Capital’s servicer subsidiaries, NRM and Newrez (Note 5). The servicer advances receivable purchased in conjunction with MSRs are recorded with purchase discounts. Subsequent advances are recorded at cost, subject to impairment. Any related purchase discounts are accreted into servicing revenue, net in the consolidated statements of operations on a straight-line basis over the estimated weighted average life of the advances.

Goodwill and Intangible Assets —Rithm Capital qualitatively assesses its goodwill assigned to each of its reporting units during the fourth quarter of each year. This qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends, that may impact a reporting unit's fair value. Using this qualitative assessment, the Company determines whether it is more likely than not the reporting unit's fair value exceeds its carrying value. If it is determined that it is not more likely than not the reporting unit's fair value exceeds the carrying value, or upon consideration of other factors, including recent acquisition, restructuring or divestiture activity, the Company performs a quantitative, “step one,” goodwill impairment analysis. In addition, the Company may test goodwill in between annual test dates if an event occurs or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. Rithm Capital didnot recognize any impairment for the year ended December 31, 2024.

As a result of various acquisitions (see Note 3), Rithm Capital identified intangible assets in the form of management contracts, customer relationships, purchased technology, trademarks / trade names and licenses. Rithm Capital recorded the intangible assets at fair value at the acquisition date and amortizes the value of finite-lived intangibles into expense over the expected useful life. Amortization of acquired intangible assets is included in general and administrative in Rithm Capital’s consolidated statements of operations. If impairment events occur, they could accelerate the timing of acquired intangible asset charges. Licenses and certain trade names acquired are deemed to have an indefinite useful life and are evaluated for impairment annually during the fourth quarter and in interim periods if indicators of impairment exist. Rithm Capital didnot recognize any impairment for the year ended December 31, 2024.

Impairment of Long-Lived Assets— The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were recognized on long-lived assets for the year ended December 31, 2024. Subsequently, if events or market conditions affect the estimated fair value of an impaired long-lived asset, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs.

Leases —Rithm Capital determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the lease term. The majority of Rithm Capital’s lease agreements do not provide an implicit rate. As a result, Rithm Capital used an incremental borrowing rate based on the information available as of the lease commencement dates, or as of the acquisition date, if applicable, in determining the present value of lease payments. The operating lease ROU asset reflects any upfront lease payments made as well as lease incentives received. The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that Rithm Capital will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.

Subrental income is recognized on a straight-line basis over the lease term and is included within other revenues in the consolidated statements of operations. Where the Company has entered into a sublease arrangement, the Company will evaluate the lease arrangement for impairment. To the extent an impairment of the ROU lease asset is recognized, the Company will recognize lease impairment and subsequently amortize the remaining lease asset on a straight-line basis over the remaining lease term within general and administrative in the consolidated statements of operations.

Rithm Capital has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.

ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in re-measurement of the lease liability and a corresponding adjustment to the ROU asset.

Income Taxes — Rithm Capital operates so as to qualify as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Requirements for qualification as a REIT include various restrictions on ownership of Rithm Capital’s stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders (subject to certain adjustments). Distributions may extend until timely filing of Rithm Capital’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income.

Certain activities of Rithm Capital are conducted through TRSs and therefore are subject to federal and state income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases upon the change in tax status. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Rithm Capital recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits.

Secured Financing Agreements and Secured Notes and Bonds Payable — The Company finances the acquisition of certain assets within its investment portfolio using secured financing agreements, including repurchase agreements and warehouse credit facilities. Repurchase agreements and warehouse credit facilities are treated as collateralized financing transactions and carried at their contractual amounts, including accrued interest, as specified in the respective agreements. The carrying amount of the Company’s secured financing agreements and warehouse credit facilities approximates fair value. The Company pledges certain securities, loans or other assets as collateral under secured financing agreements and warehouse credit facilities with financial institutions, the terms and conditions of which are negotiated on a transaction-by-transaction basis. The amounts available to be borrowed under repurchase agreements and warehouse credit facilities are dependent upon the fair value of the securities, or loans pledged as collateral, which can fluctuate with changes in interest rates, type of security and liquidity conditions within the banking, mortgage finance and real estate industries. The Company also finances the acquisition of certain assets within its investment portfolio using secured term notes and securitizations.

Derivative Financial Instruments — The Company enters into derivative contracts, including interest rate swaps, swaptions, futures, interest rate caps and to-be-announced forward contract positions (“TBAs”) securities to manage its interest rate risk and, from time to time, enhance investment returns. The Company’s derivatives are recorded as either assets or liabilities in the consolidated balance sheets and measured at fair value. The Company’s derivative financial instrument contracts are not designated as hedges for U.S. GAAP; accordingly, all changes in fair value are recognized in earnings. The Company estimates the fair value of its derivative instruments as described in Note 19 of these consolidated financial statements.

The Company may also utilize forward contracts for the purchase or sale of TBA Agency MBS. The Company accounts for TBA Agency MBS as derivative instruments if it is reasonably possible that it will not take or make physical delivery of the Agency MBS upon settlement of the contract. The Company accounts for TBA dollar roll transactions as a series of derivative transactions. The Company may also purchase and sell TBA Agency MBS as a means of investing in and financing Agency MBS (thereby increasing “at risk” leverage) or as a means of disposing of or reducing its exposure to Agency MBS (thereby reducing “at risk” leverage). The Company agrees to purchase or sell, for future delivery, Agency MBS with certain principal and interest terms and certain types of collateral, but the particular Agency Securities to be delivered are not identified until shortly before the TBA settlement date. The Company may also choose, prior to settlement, to move the settlement of these securities out to a later date by entering into an offsetting short or long position (referred to as a “pair off”), net settling the paired off positions for cash, and simultaneously purchasing or selling a similar TBA Agency MBS for a later settlement date. This transaction is commonly referred to as a “dollar roll.” When it is reasonably possible that the Company will pair off a TBA Agency MBS, it accounts for that contract as a derivative.

Reverse Repurchase Agreements and Obligation to Return Securities Borrowed under Reverse Repurchase Agreements — The Company borrows securities to effectuate short sales of U.S. Treasury securities through reverse repurchase transactions under master repurchase agreements. The Company accounts for these as securities borrowing transactions and recognizes an obligation to return the borrowed securities at fair value on the consolidated balance sheets based on the value of the underlying borrowed securities as of the reporting date.

Equity-Based Compensation — The Company grants equity-based compensation awards to certain employees and all directors in the form of restricted shares of common stock. The Company accounts for equity-based awards under ASC 718, Compensation — Stock Compensation, which requires the Company to expense the cost of services received in exchange for equity-based awards based on the grant-date fair value of the awards. This expense is recognized as provided in the applicable award agreement (see Note 23). The fair value of the Company’s restricted stock awards (“RSAs”), time-based and performance-based restricted stock unit awards (“RSU” and “PSU” awards, respectively) and Class B Profit Units (as defined in Note 23) are typically equivalent to the closing stock price on the grant date. The fair value of the Company’s LTIP Profit Units (as defined in Note 23) are liability-classified equity based awards due to a cash settlement feature. As such, the fair value of these awards is initially determined at the date of grant and is remeasured at each reporting period until settlement. Compensation expense is recognized using the accelerated attribution model over the vesting period and presented in compensation and benefits on the Company’s consolidated statements of operations. The Company has elected to account for forfeitures as they occur.

Residential Mortgage Origination Reserves — Newrez originates conventional, government-insured and nonconforming residential mortgage loans for sale and securitization. In connection with the transfer of loans to the GSEs or mortgage investors, Newrez provides representations and warranties regarding certain attributes of the loans and, subsequent to the sale, if it is determined that a sold loan is in breach of these representations and warranties, Newrez generally has an obligation to cure the breach. If Newrez is unable to cure the breach, the purchaser may require Newrez to repurchase the loan. Rithm Capital records a reserve for sales recourse at the time of sale to cover all potential recourse obligations based on the outstanding balance of residential mortgage loans subject to recourse as well as historical and estimated future loss rates. Rithm Capital evaluates the ongoing adequacy of the reserve based on actual experience and changing circumstances, making adjustments to the reserve as deemed necessary.

Offering Costs — The Company has incurred offering costs in connection with common stock offerings, registration statements, preferred stock offerings and exchanges. Where applicable, the offering costs were paid out of the proceeds of the respective offerings. Offering costs in connection with common stock offerings and costs in connection with registration statements have been accounted for as a reduction of additional paid-in capital. Offering costs in connection with preferred stock offerings have been accounted for as a reduction of their respective gross proceeds. Exchange costs in connection with the Company's preferred stock exchanges have been accounted for as a reduction to the Company's retained earnings.

Earnings (Loss) Per Share— In accordance with the provisions of ASC 260, Earnings Per Share, Rithm Capital calculates basic income (loss) per share by dividing net income (loss) available to common stockholders for the period by weighted average shares of the Company’s common stock outstanding for that period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and warrants but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted average number of shares outstanding. In periods in which the Company records a net loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.

Comprehensive Income — Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For Rithm Capital’s purposes, comprehensive income represents net income, as presented in the consolidated statements of operations, adjusted for unrealized gains or losses on certain securities classified as available for sale and a cumulative translation adjustment.

Asset Management Revenue Recognition— Management fees are generally calculated and paid to Sculptor on a quarterly basis in advance, based on the amount of assets under management (“AUM”) at the beginning of the quarter. Management fees for certain of our closed-end funds are based on invested capital. Management fees are prorated for capital inflows and redemptions during the quarter. Management fees are recognized over the period during which the related services are performed. Certain of Sculptor’s management fees are paid on a quarterly basis in arrears.

Sculptor considers management fees to be a form of variable consideration, as the amount earned each quarter may depend on various contingencies, such as the value of AUM, capital inflows and outflows during the period, or changes in committed or invested capital. Management fees, however, are generally recognized at the end of each reporting period and are not subject to clawback and, therefore, the value of the management fees Sculptor is entitled to receive at the end of each quarter is generally no longer subject to the constraint.

A portion of the management fees Sculptor earns from its collateralized loan obligations (“CLOs” or a “CLO”) is subordinated to other obligations of the CLOs, including principal and interest on the notes issued by the CLOs. When certain overcollateralization tests are triggered, cash flows received on the underlying collateral in the CLOs that would have otherwise been distributed as subordinated management fees to Sculptor are redirected to pay principal and interest on the more senior obligations of the CLOs. In the event a CLO fails to satisfy one or more overcollateralization tests, Sculptor will stop recognizing management fees for the CLO until if and when the collateral tests are remedied and all fees are paid.

The Company, through Sculptor, earns incentive income based on the cumulative performance of the funds over a commitment period. Sculptor recognizes incentive income when it is probable that such income will not significantly reverse. Incentive income is considered variable consideration, the recognition of which is subject to the constraints. Incentive income is no longer constrained when it is probable that a significant reversal will not occur. Determining the amount of incentive income to record is subject to qualitative and quantitative factors including, where a fund is in its life-cycle, whether Sculptor has received or is entitled to receive incentive income distributions and potential sales of fund investments. Sculptor continuously evaluates whether there are additional considerations that could potentially impact the recognition of incentive income. To the extent that distributions have been received, but for which the recognition of incentive income is not appropriate, Sculptor will recognize a liability for unearned incentive income.

The commitment period for certain of Sculptor’s AUM is for a period of one year on a calendar-year basis with incentive income recognized annually on December 31. Sculptor may also recognize incentive income related to fund investor redemptions at other times during the year, and on AUM subject to initial commitment periods that are longer than one year where the commitment period expires during the year. Sculptor may also recognize incentive income for tax distributions that Sculptor is entitled to that cover estimated tax obligations of Sculptor related to the management of certain funds, as such distributions are not subject to clawback once distributed to Sculptor.

Incentive income is generally based on the investment performance of its funds. Incentive income is generally equal to 20% of the profits, net of management fees, attributable to each fund investor. Incentive income may be subject to hurdle rates, where Sculptor is not entitled to incentive income until the investment performance exceed an agreed upon benchmark with a preferential “catch-up” allocation once the rate has been exceeded, or a perpetual “high-water mark”, where any losses generated in a fund must be recouped before taking incentive income.

See Note 22 for additional information.

Recent Accounting Pronouncements—

Recently Adopted Accounting Standards

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The standard clarifies that a contractual restriction on the sale of an equity security is not considered in measuring the security’s fair value. The standard also requires certain disclosures for equity securities that are subject to contractual restrictions. This standard became effective for the Company for the fiscal year ended December 31, 2024. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires public companies to disclose information about their reportable segments’ significant expenses on an interim and annual basis to provide more transparency about the expenses they incur from revenue generating business units. This standard became effective for the Company for the fiscal year ended December 31, 2024. Upon adoption of the new standard, the Company has included the new additional and relevant required disclosures within its segment reporting disclosures in Note 4.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which focuses on income tax disclosures around effective tax rates and cash income taxes paid. This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation, including a tabular rate reconciliation for specified categories and additional information for reconciling items that meet a quantitative threshold. The standard also requires a summary of federal, state and local, and foreign income taxes paid, net of refunds received, as well as separate disclosure of payments made to jurisdictions representing 5% or more of total income taxes paid. The new disclosures specified by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ending December 31, 2025, with early adoption permitted. The Company does not expect the adoption of ASU 2023-09 to have a material effect on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, to clarify the scope application of profits interest and similar awards by adding illustrative guidance to help entities determine whether profit interests and similar awards should be accounted for as share-based payment arrangements within the scope of ASC 718, Compensation-Stock Compensation. The ASU’s amendments are effective for the Company beginning January 1, 2025, including interim periods within those years. The Company does not expect the adoption of ASU 2024-01 to have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact upon adoption, but does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.

  1. BUSINESS ACQUISITIONS

Acquisition of Computershare Mortgage Services Inc.

Rithm Capital completed the acquisition of Computershare Mortgage Services Inc. (“Computershare”) and certain affiliated companies, including Specialized Loan Servicing LLC (“SLS”), and the simultaneous merger of SLS into Newrez on May 1, 2024 (the “Computershare Acquisition”). Rithm Capital accounted for this transaction using the acquisition method which requires, among other things, that the assets acquired and liabilities assumed be recognized at fair value as of the acquisition date.

Purchase Price Allocation

The following table summarizes the allocation of the total consideration paid as of December 31, 2024 to acquire the assets and assume the liabilities related to the Computershare Acquisition during the second quarter of 2024:

Total Consideration$731,025
Assets:
Residential mortgage loans, held-for-sale2,402
Servicer advances receivable275,513
Mortgage servicing rights, at fair value700,207
Cash and cash equivalents101,993
Restricted cash2,271
Other assets(A)92,594
Total Assets Acquired1,174,980
Liabilities:
Accrued expenses and other liabilities225,944
Secured notes and bonds payable190,596
Total Liabilities Assumed416,540
Net Assets758,440
Bargain Purchase Gain$27,415

(A)Includes $16.0 million of intangible assets in the form of customer relationships. This intangible is being amortized over a finite life of 4.5 years.

Rithm Capital acquired 100% of the outstanding equity interests of Computershare and certain affiliated companies, including SLS, for a GAAP purchase price of $731.0 million cash consideration. At the time of acquisition, SLS merged into Newrez. Upon completing the Computershare Acquisition, the consideration transferred for the acquired assets and assumed liabilities was determined to be less than the net assets acquired from Computershare, resulting in an economic gain (“Bargain Purchase”). Rithm Capital completed the required reassessment to validate that all assets acquired and liabilities assumed on the acquisition date had been identified and appropriately measured in accordance with ASC 805, Business Combinations. Based on the reassessment, the transaction resulted in a Bargain Purchase gain of $27.4 million, which has been included inother income (loss), net within the consolidated statements of operations for the year ended December 31, 2024. The Bargain Purchase gain was primarily driven by the change in fair value of the acquired MSR between the signing and closing dates of the acquisition.

The estimate of fair value of assets and liabilities required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that management believes to be reasonable; however, actual results may differ materially from these estimates. The assessment of fair value is preliminary and is based on information that was available to management at the time the consolidated financial statements were prepared. Those estimates and assumptions are subject to change as management obtains additional information related to those estimates during the applicable measurement period. The most significant open items necessary to complete the assessment of fair value are related to servicer advances receivable, mortgage servicing rights, other assets and other liabilities. The final acquisition accounting adjustments, including those resulting from conforming Computershare’s accounting policies to those of Rithm Capital’s, could differ materially.

Rithm Capital has not disclosed the amount of revenue and net income attributable to Computershare for the year ended December 31, 2024, because it is impracticable to do so. As of the beginning of the third quarter in 2024, Computershare’s operations and financial information have been integrated within the Company’s systems, making it infeasible to separately identify and report the specific revenue and net income figures for Computershare.

Acquisition related costs are expensed in the period incurred. Rithm Capital recognized $17.8 million of Computershare Acquisition related costs that were expensed for the year ended December 31, 2024. These costs are grouped and presented within compensation and benefits and general and administrative in the consolidated statements of operations.

Intangible assets acquired consist of customer relationships. Rithm Capital amortizes finite-lived customer relationships on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 4.5 years. The following table presents the details of identifiable intangible assets acquired:

Estimated Useful LifeAmount
Customer Relationships4.5$16,000
Total Identifiable Intangible Assets$16,000

Measurement Period Adjustments

The following table summarizes the provisional amounts recognized related to the Computershare Acquisition as of the acquisition date, as well as the measurement period adjustments made in the fourth quarter of 2024 to arrive at the revised preliminary allocation of the total consideration paid to acquire the assets and assume the liabilities:

Preliminary Amounts as of the Acquisition DateSubsequent Adjustments to Fair Value(A)Revised Preliminary Amounts as of the Acquisition Date
Total Consideration$708,026$22,999$731,025
Assets:
Residential mortgage loans, held-for-sale2,402—2,402
Servicer advances receivable275,782(269)275,513
Mortgage servicing rights, at fair value696,4623,745700,207
Cash and cash equivalents102,011(18)101,993
Restricted cash2,237342,271
Other assets84,0288,56692,594
Total Assets Acquired1,162,92212,0581,174,980
Liabilities:
Accrued expenses and other liabilities236,141(10,197)225,944
Secured notes and bonds payable190,596—190,596
Total Liabilities Assumed426,737(10,197)416,540
Net Assets736,18522,255758,440
Bargain Purchase Gain$28,159$(744)$27,415

(A)The adjustment to total consideration was primarily driven by changes in valuation of MSRs acquired and resolutions with seller with respect to servicing fee receivables (as reflected in other assets) and legal obligations (as reflected in accrued expenses and other liabilities).

Unaudited Supplemental Pro Forma Financial Information

The following table presents unaudited pro forma combined revenues and income before income taxes for the years ended December 31, 2024 and 2023 prepared as if the Computershare Acquisition had been consummated on January 1, 2023:

Year Ended December 31,
Pro Forma20242023
Revenues$5,437,872$4,135,079
Income before income taxes1,233,419718,013

The unaudited supplemental pro forma financial information reflects, among other things, financing adjustments, amortization of intangibles and transactions costs. The unaudited supplemental pro forma financial information has not been adjusted to reflect all conforming accounting policies. The unaudited supplemental pro forma financial information does not include any anticipated synergies or other anticipated benefits of the Computershare Acquisition and, accordingly, the unaudited supplemental pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the Computershare Acquisition occurred on January 1, 2023.

Acquisition of Sculptor Capital Management, Inc.

Rithm Capital completed the acquisition of Sculptor on November 17, 2023 (the “Sculptor Acquisition”) as part of its strategy to expand its asset management capabilities. Rithm Capital accounted for this transaction using the acquisition method which requires, among other things, that the assets acquired and liabilities assumed be recognized at fair value as of the acquisition date.

Purchase Price Allocation

The following table summarizes the allocation of the total consideration paid to acquire the assets and assume the liabilities related to the Sculptor Acquisition during the fourth quarter of 2023:

Total Consideration(A)$630,317
Assets:
Cash and cash equivalents267,469
Restricted cash26,373
Other assets(B)(C)1,346,633
Total Assets Acquired1,640,475
Liabilities:
Secured financing agreements177,551
Secured notes and bonds payable99,232
Accrued expenses and other liabilities746,135
Total Liabilities Assumed1,022,918
Noncontrolling interest35,873
Net Assets581,684
Goodwill$48,633

(A)The fair value of total consideration transferred included cash of $600.6 million and assumption of unvested shares of Sculptor stock of $29.7 million for a total consideration of $630.3 million.

(B)Includes $275.0 million of intangible assets in the form of management contracts. These intangibles are being amortized over a finite life of 10 years.

(C)Includes $246.1 million of CLOs.

Rithm Capital acquired 100% of the outstanding equity interests of Sculptor for a GAAP purchase price of approximately

$630.3 million. Prior to the close of the Sculptor Acquisition, on October 12, 2023, Rithm Capital purchased from Delaware Life Insurance Company (“DLIC”) warrants to purchase 4,338,015 shares of Sculptor class A common stock issued by Sculptor to DLIC in November 2020 at an exercise price of $7.95 per share. The warrant purchase price was $37.5 million, including additional amounts paid to DLIC in connection with the successful closing of the Sculptor Acquisition, and is considered a component of the Sculptor Acquisition purchase price.

Rithm Capital recognized goodwill of $48.6 million, a portion of which is purchased goodwill, related to the Sculptor Acquisition. The goodwill was primarily driven by the assembled workforce acquired with the Sculptor Acquisition. Purchased goodwill is expected to be deductible for income tax purposes over 15 years. Rithm Capital will assess the goodwill annually during the fourth quarter and in interim periods in case of events or circumstances that make it more likely than not that an impairment may have occurred.

The estimate of fair value of assets and liabilities required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that management believes to be reasonable; however, actual results may differ from these estimates.

The results of Sculptor’s operations were included in the Company’s consolidated statements of operations from November 17, 2023 through December 31, 2023 and represent $82.7 million of asset management revenues, $3.8 million of interest income and $1.0 million of net income.

Acquisition-related costs are expensed in the period incurred. Rithm Capital recognized $32.9 million of Sculptor Acquisition-related costs that were expensed for the year ended December 31, 2023. These costs are grouped and presented within general and administrative in the consolidated statements of operations.

Intangible assets consist of management agreements with Sculptor’s various funds categorized as management contracts. Rithm Capital amortizes finite-lived management contracts on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 10 years. The following table presents the details of identifiable intangible assets acquired:

Estimated Useful LifeAmount
Management contracts10$275,000
Total Identifiable Intangible Assets$275,000

Measurement Period Adjustments

The following table summarizes the provisional amounts recognized related to the Sculptor Acquisition as of the acquisition date, as well as the measurement period adjustments made in the fourth quarter of 2024 to arrive at the final allocation of the total consideration paid to acquire the assets and assume the liabilities:

Preliminary Amounts as of the Acquisition DateSubsequent Adjustments to Fair ValueFinal Amounts as of the Acquisition Date
Total Consideration$630,317$—$630,317
Assets:
Cash and cash equivalents267,469—267,469
Restricted cash26,373—26,373
Other assets(A)1,348,608(1,975)1,346,633
Total Assets Acquired1,642,450(1,975)1,640,475
Liabilities:
Secured financing agreements177,551—177,551
Secured notes and bonds payable99,232—99,232
Accrued expenses and other liabilities746,135—746,135
Total Liabilities Assumed1,022,918—1,022,918
Noncontrolling interest35,873—35,873
Net Assets583,659(1,975)581,684
Goodwill$46,658$1,975$48,633

(A)The adjustment to other assets primarily reflects the impact on deferred tax assets attributable to certain return to provision adjustments.

Unvested RSUs

In connection with the Sculptor Acquisition, unvested RSUs held by Sculptor employees at the time of the Sculptor Acquisition were converted into a deferred cash plan payable, resulting in a $29.7 million liability as of the date of the Sculptor Acquisition of deferred cash compensation due to employees.

Unaudited Supplemental Pro Forma Financial Information

The following table presents unaudited pro forma combined revenues and income before income taxes for the years ended December 31, 2023 and 2022 prepared as if the Sculptor Acquisition had been consummated on January 1, 2022:

Year Ended December 31,
Pro Forma20232022
Revenues$4,135,342$5,425,858
Income before income taxes591,1291,223,201

The unaudited supplemental pro forma financial information reflects, among other things, financing adjustments, amortization of intangibles and transactions costs. The unaudited supplemental pro forma financial information has not been adjusted to reflect all conforming of accounting policies. The unaudited supplemental pro forma financial information does not include any anticipated synergies or other anticipated benefits of the Sculptor Acquisition and, accordingly, the unaudited supplemental pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the Sculptor Acquisition occurred on January 1, 2022.

  1. SEGMENT REPORTING

Rithm Capital conducts its business and generates substantially all of its revenues primarily in the U.S. through operating segments that have been aggregated into the following reportable segments: (i) Origination and Servicing, (ii) Investment Portfolio, (iii) Residential Transitional Lending and (iv) Asset Management. Activities that are not directly attributable or not allocated to any of the reportable segments are reported under Corporate as a reconciling item to the Company’s consolidated financial statements. The activities within Corporate primarily consist of general and administrative expenses, corporate cash and related interest income and the Senior Unsecured Notes (as defined in Note 18) and related interest expense.

In 2024, Rithm Capital reevaluated and revised the composition of its reportable segments based on the changes to its management reporting structure and performance assessment. MSR portfolio serviced by third-parties, government and government-backed securities, including corresponding hedges, servicer advances receivable and Guardian’s operations that were previously reflected within the Investment Portfolio segment are now reflected within the Origination and Servicing segment. Segment information for prior periods has been recast to reflect these changes. Additionally, the title of the Mortgage Loans Receivable segment was changed to Residential Transitional Lending.

The structure of the reportable segments is differentiated by the nature of the Company’s business activities, which is consistent with the reporting structure of the Company’s internal organization, as well as by the financial information used by the Company’s chief operating decision maker (“CODM”) to make decisions regarding the Company’s business, including resource allocation and performance assessment. The Company’s CODM is the Chairman, Chief Executive Office and President.

The Origination and Servicing segment generates revenue through servicing fee revenue, interest income and gain on originated and sold residential mortgage loans. The Investment Portfolio segment generates revenue from certain real estate securities, SFR properties, residential mortgage loans, consumer loans and certain ancillary and equity method investments primarily in the form of interest income and other investment portfolio revenues. The Residential Transitional Lending segment generates revenue through interest income related to the origination and management of a portfolio of short-term mortgage loans to fund the construction and development of, or investment in, residential properties. The Asset Management segment generates revenue through management and incentive fees based primarily on the AUM and performance of funds and accounts managed by the Company.

Income before income taxes is the measure of segment profit and loss that is determined in accordance with the measurement principles used in measuring the corresponding amounts in the consolidated financial statements and used by the CODM to evaluate segment results. It is also one of the factors considered in determining capital allocation among the segments, assessing performance for each segment and determining compensation for certain employees.

The following tables summarize segment financial information, including the Corporate category explained above, which in total reconciles to the same data for Rithm Capital on a consolidated basis:

Origination and ServicingInvestment PortfolioResidential Transitional LendingAsset ManagementCorporate CategoryTotal
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables$1,993,319$—$—$—$—$1,993,319
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(602,241))(167,574)————(167,574)
Servicing revenue, net1,825,745————1,825,745
Interest income1,351,066319,596257,83321,28871,949,790
Gain on originated residential mortgage loans, held-for-sale, net672,09310,442———682,535
Other revenues121,291106,181———227,472
Asset management revenues———520,294—520,294
Total Revenues3,970,195436,219257,833541,58275,205,836
Interest expense and warehouse line fees1,327,115271,908125,72236,27474,3061,835,325
Other segment expenses(A)500,34780,72419,57897,55046,154744,353
Compensation and benefits706,8053,80947,320328,75848,0761,134,768
Depreciation and amortization56,49630,7486,26830,59821124,131
Total Operating Expenses2,590,763387,189198,888493,180168,5573,838,577
Realized and unrealized gains (losses), net(288,322)18,67154,020(74)—(215,705)
Other income (loss), net21,67722,032(1,603)15,1004957,255
Total Other Income (Loss)(266,645)40,70352,41715,02649(158,450)
Income (Loss) before Income Taxes1,112,78789,733111,36263,428(168,501)1,208,809
Income tax expense219,0866,9495,22436,058—267,317
Net Income (Loss)893,70182,784106,13827,370(168,501)941,492
Noncontrolling interests in income (loss) of consolidated subsidiaries2,5543,133—4,302—9,989
Dividends on preferred stock————96,45696,456
Net Income (Loss) Attributable to Common Stockholders$891,147$79,651$106,138$23,068$(264,957)$835,047

(A)The Origination and Servicing segment’s other segment expenses primarily include expenses related to loan origination and servicing, information technology, occupancy and legal and professional. The Investment Portfolio segment’s other segment expenses primarily include expenses related to loan servicing and property and maintenance. The Residential Transitional Lending segment’s other segment expenses primarily include expenses related to loan origination, occupancy and information technology. The Asset Management segment’s other segment expenses primarily include expenses related to legal and professional, information technology and occupancy.

Origination and ServicingInvestment PortfolioResidential Transitional LendingAsset ManagementCorporate CategoryTotal
Investments$24,108,692$2,379,086$2,178,075$—$—$28,665,853
Cash and cash equivalents1,004,32627,98737,605174,819214,0061,458,743
Restricted cash207,72449,12633,55518,038—308,443
Other assets7,068,0462,199,220138,397962,8455,75210,374,260
Goodwill29,468—55,73148,633—133,832
Assets of consolidated CFEs—2,808,319995,7121,303,795—5,107,826
Total Assets$32,418,256$7,463,738$3,439,075$2,508,130$219,758$46,048,957
Debt$21,968,357$3,103,488$1,747,307$431,806$1,033,804$28,284,762
Other liabilities4,725,155433,76229,999104,879235,8465,529,641
Liabilities of consolidated CFEs—2,361,345860,1231,126,776—4,348,244
Total Liabilities26,693,5125,898,5952,637,4291,663,4611,269,65038,162,647
Total Equity5,724,7441,565,143801,646844,669(1,049,892)7,886,310
Noncontrolling interests in equity of consolidated subsidiaries9,68741,707—39,942—91,336
Total Rithm Capital Stockholders’ Equity$5,715,057$1,523,436$801,646$804,727$(1,049,892)$7,794,974
Investments in Equity Method Investees$24,488$291,637$13,352$113,662$—$443,139
Origination and ServicingInvestment PortfolioResidential Transitional LendingAsset ManagementCorporate CategoryTotal
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables$1,859,357$—$—$—$—$1,859,357
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(518,978))(565,684)————(565,684)
Servicing revenue, net1,293,673————1,293,673
Interest income1,084,479322,143205,7793,788—1,616,189
Gain on originated residential mortgage loans, held-for-sale, net494,69338,784———533,477
Other revenues133,424102,743———236,167
Asset management revenues———82,681—82,681
Total Revenues3,006,269463,670205,77986,469—3,762,187
Interest expense and warehouse line fees1,011,387245,120105,9092,72736,1841,401,327
Other segment expenses(A)513,45359,69812,52916,80177,940680,421
Compensation and benefits655,8198,68143,54742,83936,206787,092
Depreciation and amortization44,17425,9306,2824,2306580,681
Total Operating Expenses2,224,833339,429168,26766,597150,3952,949,521
Realized and unrealized gains (losses), net(29,289)2731,5008,060—(19,456)
Other income (loss), net(20,125)(657)6,209557(26,361)(40,377)
Total Other Income (Loss)(49,414)(384)7,7098,617(26,361)(59,833)
Income (Loss) before Income Taxes732,022123,85745,22128,489(176,756)752,833
Income tax expense (benefit)107,617(7,457)(5,122)27,121—122,159
Net Income (Loss)624,405131,31450,3431,368(176,756)630,674
Noncontrolling interests in income (loss) of consolidated subsidiaries5817,471—365—8,417
Dividends on preferred stock————89,57989,579
Net Income (Loss) Attributable to Common Stockholders$623,824$123,843$50,343$1,003$(266,335)$532,678

(A)The Origination and Servicing segment’s other segment expenses primarily include expenses related to loan origination and servicing, information technology, occupancy and legal and professional. The Investment Portfolio segment’s other segment expenses primarily include expenses related to loan servicing and property and maintenance. The Residential Transitional Lending segment’s other segment expenses primarily include expenses related to loan origination, occupancy and information technology. The Asset Management segment’s other segment expenses primarily include expenses related to legal and professional, information technology and occupancy.

Origination and ServicingInvestment PortfolioResidential Transitional LendingAsset ManagementCorporate CategoryTotal
Investments$19,014,526$3,144,814$1,879,319$—$—$24,038,659
Cash and cash equivalents548,66630,63958,628230,008419,2581,287,199
Restricted cash300,94138,71830,2338,156—378,048
Other assets5,210,0153,721,620108,5231,069,20320,48310,129,844
Goodwill29,468—55,73146,658—131,857
Assets of consolidated entities—3,044,850365,698340,929—3,751,477
Total Assets$25,103,616$9,980,641$2,498,132$1,694,954$439,741$39,717,084
Debt$17,116,565$3,984,572$1,537,008$455,512$546,818$23,640,475
Other liabilities3,391,4081,837,80123,608345,999213,1215,811,937
Liabilities of consolidated entities—2,624,345319,369219,920—3,163,634
Total Liabilities20,507,9738,446,7181,879,9851,021,431759,93932,616,046
Total Equity4,595,6431,533,923618,147673,523(320,198)7,101,038
Noncontrolling interests in equity of consolidated subsidiaries8,22044,905—40,971—94,096
Total Rithm Capital Stockholders’ Equity$4,587,423$1,489,018$618,147$632,552$(320,198)$7,006,942
Investments in Equity Method Investees$—$110,883$—$91,563$—$202,446
Origination and ServicingInvestment PortfolioResidential Transitional LendingAsset ManagementCorporate CategoryTotal
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables$1,831,354$—$—$—$—$1,831,354
Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(631,120))727,334————727,334
Servicing revenue, net2,558,688————2,558,688
Interest income615,809277,057145,315—2781,038,459
Gain on originated residential mortgage loans, held-for-sale, net1,127,282(34,533)———1,092,749
Other revenues132,43298,473———230,905
Asset management revenues——————
Total Revenues4,434,211340,997145,315—2784,920,801
Interest expense and warehouse line fees522,963167,30450,980—36,546777,793
Other segment expenses(A)740,62914,67516,313—481,1181,252,735
Compensation and benefits1,172,0891,78641,662—15,9091,231,446
Depreciation and amortization59,45823,3936,302—34889,501
Total Operating Expenses2,495,139207,158115,257—533,9213,351,475
Realized and unrealized gains (losses), net(342,789)126,27336,390—67(180,059)
Other income (loss), net(5,664)(113,875)12,243—(19,170)(126,466)
Total Other Income (Loss)(348,453)12,39848,633—(19,103)(306,525)
Income (Loss) before Income Taxes1,590,619146,23778,691—(552,746)1,262,801
Income tax expense (benefit)327,31835,378(7,792)—(75,388)279,516
Net Income (Loss)1,263,301110,85986,483—(477,358)983,285
Noncontrolling interests in income (loss) of consolidated subsidiaries2,71626,050———28,766
Dividends on preferred stock————89,72689,726
Net Income (Loss) Attributable to Common Stockholders$1,260,585$84,809$86,483$—$(567,084)$864,793

(A)The Origination and Servicing segment’s other segment expenses primarily include expenses related to loan origination and servicing, information technology, occupancy and legal and professional. The Investment Portfolio segment’s other segment expenses primarily include expenses related to loan servicing and property and maintenance. The Residential Transitional Lending segment’s other segment expenses primarily include expenses related to loan origination, occupancy and information technology.

Origination and ServicingInvestment PortfolioResidential Transitional LendingAsset ManagementCorporate CategoryTotal
Investments$18,801,342$2,612,347$1,714,053$—$—$23,127,742
Cash and cash equivalents604,191159,63552,441—520,2411,336,508
Restricted cash218,43537,32216,001——271,758
Other assets4,970,1301,794,096169,894—28,0436,962,163
Goodwill29,468—55,731——85,199
Assets of consolidated entities—2,443,561359,577——2,803,138
Total Assets$24,623,566$7,046,961$2,367,697$—$548,284$34,586,508
Debt$16,209,175$3,413,925$1,420,661$—$545,056$21,588,817
Other liabilities3,095,524286,40825,469—159,7833,567,184
Liabilities of consolidated entities—2,107,173313,266——2,420,439
Total Liabilities19,304,6995,807,5061,759,396—704,83927,576,440
Total Equity5,318,8671,239,455608,301—(156,555)7,010,068
Noncontrolling interests in equity of consolidated subsidiaries12,43754,630———67,067
Total Rithm Capital Stockholders’ Equity$5,306,430$1,184,825$608,301$—$(156,555)$6,943,001
Investments in Equity Method Investees$—$96,210$—$—$—$96,210
  1. MORTGAGE SERVICING RIGHTS AND MSR FINANCING RECEIVABLES

The following table summarizes activity related to MSRs and MSR financing receivables:

Balance as of December 31, 2022$8,889,403
Originations(A)786,655
Proceeds from sales(B)(704,436)
Change in Fair Value Due To:
Realization of cash flows(C)(518,978)
Change in valuation inputs and assumptions(46,706)
Balance as of December 31, 20238,405,938
Acquisition700,207
Originations(A)1,396,154
Sales11,026
Change in Fair Value Due To:
Realization of cash flows(C)(607,169)
Change in valuation inputs and assumptions415,515
Balance as of December 31, 2024$10,321,671

(A)Represents MSRs retained on the sale of originated residential mortgage loans. Includes $54.4 million and $0.0 million of MSRs capitalized through co-issue with third-parties for the years ended December 31, 2024 and 2023, respectively.

(B)Relates primarily to excess servicing cash flows sold on certain agency loans with a total UPB of approximately $91.4 billion during the year ended December 31, 2023. In connection with these sales, the Company recorded a gain of approximately $5.2 million during the period, which is included within change in fair value of MSRs and MSR financing receivables in the consolidated statements of operations.

(C)Based on the paydown of the underlying residential mortgage loans.

The following table summarizes components of servicing revenue, net:

Year Ended December 31,
202420232022
Servicing fee revenue, net and interest income from MSRs and MSR financing receivables$1,833,221$1,735,060$1,698,977
Ancillary and other fees160,098124,297132,377
Servicing fee revenue, net and fees1,993,3191,859,3571,831,354
Change in Fair Value Due To:
Realization of cash flows(A)(602,241)(518,978)(631,120)
Change in valuation inputs and assumptions, net of realized gains (losses)(B)434,667(46,706)1,448,811
Change in fair value of derivative instruments——(11,316)
Gain (loss) on settlement of derivative instruments——(79,041)
Servicing Revenue, Net$1,825,745$1,293,673$2,558,688

(A)Net of $4.9 million of realization of cash flows related to excess spread financing for the year ended December 31, 2024. There wasno excess spread financing during the years ended December 31, 2023 and 2022 (Note 12).

(B)Net of $19.2 million of change in valuation inputs and assumptions related to excess spread financing for the year ended December 31, 2024. There wasno excess spread financing during the years ended December 31, 2023 and 2022 (Note 12).

The following table summarizes MSRs and MSR financing receivables by type as of December 31, 2024 and 2023:

UPB of Underlying MortgagesWeighted Average Life (Years)(A)Carrying Value(B)
GSE$383,014,3206.5$6,413,199
non-Agency70,022,6365.4836,408
Ginnie Mae(C)137,177,3956.43,072,064
Total / Weighted Average$590,214,3516.4$10,321,671
GSE$351,642,3377.7$5,333,013
non-Agency48,928,5456.8678,913
Ginnie Mae(C)127,863,6277.12,394,012
Total / Weighted Average$528,434,5097.5$8,405,938

(A)Represents the weighted average expected timing of the receipt of expected cash flows for this investment.

(B)Represents the fair value for this investment. As of December 31, 2024 and 2023, weighted average discount rates of 8.9% (range of 8.7% –10.3%) and 8.5% (range of 7.9% –10.8%), respectively, were used to value Rithm Capital’s MSRs and MSR financing receivables, respectively.

(C)As of December 31, 2024 and 2023, Rithm Capital has approximately $2.7 billion and $1.8 billion in residential mortgage loans subject to repurchase and the related residential mortgage loans repurchase liability on its consolidated balance sheets.

Residential Mortgage Loans Subject to Repurchase

Rithm Capital, through Newrez, is an approved issuer of Ginnie Mae MBS and originates and securitizes government-insured residential mortgage loans. As the issuer of the Ginnie Mae-guaranteed securitizations, Rithm Capital has the unilateral right to repurchase loans from the securitizations when they are delinquent for more than 90 days. Loans in forbearance that are three or more consecutive payments delinquent are included as delinquent loans permitted to be repurchased. As a result, once the delinquency criteria have been met and regardless of whether the repurchase option has been exercised, the Company recognizes delinquent loans as if they had been repurchased with a corresponding liability. As of December 31, 2024 and 2023, Rithm Capital reflected approximately $2.7 billion and $1.8 billion, respectively, in residential mortgage loans subject to repurchase and residential mortgage loan repurchase liability on its consolidated balance sheets. Rithm Capital may re-pool repurchased loans into new Ginnie Mae securitizations upon re-performance of the loan or otherwise sell to third-party investors. The Company does not change the accounting for MSRs related to previously sold loans upon re-recognizing loans eligible for repurchase. Rather, upon repurchase of a loan, the MSR is written off. As of December 31, 2024 and 2023, Rithm Capital holds approximately $0.5 billion and $0.4 billion, respectively, of such repurchased loans presented within residential mortgage loans, held-for-sale on its consolidated balance sheets.

Onity MSR Financing Receivable Transactions

In July 2017, Onity Group Inc. (formerly known as Ocwen Financial Corporation) (collectively with certain affiliates, “Onity”), and subsequently PHH Mortgage Corporation (“PHH”) (as successor through acquisition by Onity), and Rithm Capital entered into an agreement to transfer to Rithm Capital, Onity’s remaining interests in MSRs relating to loans with an aggregate UPB of approximately $110.0 billion and with respect to which Rithm Capital already held certain rights (“Rights to MSRs”). Additionally, in January 2018, Onity sold and transferred to Rithm Capital certain Rights to MSRs and other assets related to MSRs for loans with an UPB of approximately $86.8 billion, of which approximately $10.4 billion UPB, as of December 31, 2024, of underlying loans consents have not been received and all other conditions to transfer have not been met and, accordingly, are recorded as MSR financing receivables, at fair value.

Geographic Distributions

The table below summarizes the geographic distribution of the residential mortgage loans underlying the MSRs and MSR financing receivables:

Percentage of Total Outstanding Unpaid Principal Amount
State ConcentrationDecember 31, 2024December 31, 2023
California16.5%17.1%
Florida8.2%8.6%
Texas6.6%6.2%
New York5.7%6.0%
Washington5.2%5.8%
New Jersey4.1%4.3%
Virginia3.7%3.6%
Maryland3.4%3.4%
Illinois3.3%3.3%
Georgia3.1%3.0%
Other U.S.40.2%38.7%
100.0%100.0%

Geographic concentrations of investments expose Rithm Capital to the risk of economic downturns within the relevant states. Any such downturn in a state where Rithm Capital holds significant investments could affect the underlying borrower’s ability to make mortgage payments and therefore could have a meaningful, negative impact on the MSRs.

Residential Mortgage Loan Servicing and Subservicing

Newrez performs servicing of residential mortgage loans for unaffiliated parties under servicing agreements. The servicing agreements do not meet the criteria to be recognized as a servicing right asset and, therefore, are not recognized in the consolidated balance sheets. The UPB of residential mortgage loans serviced for others as of December 31, 2024 and 2023 was $242.9 billion and $102.5 billion, respectively. Rithm Capital earned servicing revenue of $219.6 million, $139.4 million and $132.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to unaffiliated serviced loans presented within servicing revenue, net in the consolidated statements of operations.

In relation to certain owned MSRs, Rithm Capital engages unaffiliated licensed mortgage servicers as subservicers to perform the operational servicing duties, including recapture activities, in exchange for a subservicing fee, which is recognized as subservicing expense and presented as part of general and administrative in the consolidated statements of operations. As of December 31, 2024, PHH and Valon Mortgage, Inc. subserviced 7.1% and 4.0% of owned MSRs, respectively, with the remaining 88.9% of owned MSRs serviced by Newrez (Note 1).

Servicer Advances Receivable

In connection with Rithm Capital’s ownership of MSRs, the Company assumes the obligation to serve as a liquidity provider to initially fund servicer advances on the underlying pool of mortgages it services (Note 26). These servicer advances are recorded when advanced and are included in servicer advances receivable on the consolidated balance sheets.

The table below summarizes the type of advances included in the servicer advances receivable:

December 31,
20242023
Principal and interest advances$640,723$616,801
Escrow advances (taxes and insurance advances)1,733,4261,442,697
Foreclosure advances950,092767,171
Gross advance balance(A)(B)(C)3,324,2412,826,669
Reserves, impairment, unamortized discount, net of recovery accruals(125,320)(66,419)
Total Servicer Advances Receivable$3,198,921$2,760,250

(A)Includes $673.7 million and $585.0 million of servicer advances receivable related to GSEs MSRs, respectively, recoverable either from the borrower or the Agencies.

(B)Includes $529.3 million and $405.6 million of servicer advances receivable related to Ginnie Mae MSRs, respectively, recoverable from either the borrower or Ginnie Mae. Expected losses for advances associated with Ginnie Mae loans in the MSR portfolio are considered in the MSR fair valuation through a non-reimbursable advance loss assumption.

(C)Expected losses for advances associated with loans in the MSR portfolio are considered in the MSR fair value through a non-reimbursable advance loss assumption.

Rithm Capital’s servicer advances receivable related to non-Agency MSRs generally have the highest reimbursement priority pursuant to the underlying servicing agreements (i.e., ranks “top of the waterfall”), and Rithm Capital is generally entitled to repayment from the respective loan or REO liquidation proceeds before any interest or principal is paid on the notes issued by the trust. In most cases, advances in excess of the respective loan or REO liquidation proceeds may be recovered from pool-level proceeds. Furthermore, to the extent that advances are not recoverable by Rithm Capital as a result of the subservicer’s failure to comply with applicable requirements in the relevant servicing agreements, Rithm Capital has a contractual right to be reimbursed by the subservicer. For advances on loans that have been liquidated, sold, paid in full, modified or delinquent, the Company provisioned $121.4 million, or 3.7%, and $93.7 million, or 3.3%, for expected non-recovery of advances as of December 31, 2024 and 2023, respectively.

The following table summarizes servicer advances provision activity during the period:

Balance as of December 31, 2022$65,428
Provision63,016
Write-offs(34,763)
Balance as of December 31, 202393,681
Provision47,685
Write-offs(19,970)
Balance as of December 31, 2024$121,396

See Note 18 regarding the financing of MSRs and servicer advances receivable.

  1. GOVERNMENT AND GOVERNMENT-BACKED SECURITIES

Government and government-backed securities include Agency securities issued by the GSEs or Ginnie Mae and U.S. Treasury (“Treasury”) securities. The following tables summarize Agency and Treasury securities by designation:

Gross Unrealized · Weighted Average
Outstanding Face AmountGainsLossesCarrying Value(A)Number of SecuritiesCouponYieldLife (Years)(B)
Securities Designated as AFS:
Agency(C)$69,295$—$—$60,13513.5%3.5%7.8
Securities Measured at Fair Value through Net Income (“FVO”):
Agency(C)6,602,894428(51,024)6,390,508425.0%5.0%5.7
Treasury(C)3,250,0004,102(781)3,260,70334.5%4.5%1.9
Total / Weighted Average$9,922,189$4,530$(51,805)$9,711,346464.8%4.8%4.4
Gross Unrealized · Weighted Average
Outstanding Face AmountGainsLossesCarrying Value(A)Number of SecuritiesCouponYieldLife (Years)(B)
Securities Designated as AFS:
Agency(C)$74,639$—$—$65,49613.5%3.5%10.8
Securities Measured at FVO:
Agency(C)8,515,621121,771(5,666)8,467,634435.2%5.2%8.2
Total / Weighted Average$8,590,260$121,771$(5,666)$8,533,130445.2%5.2%8.2

(A)Fair value is equal to the carrying value for all securities. See Note 19 regarding the fair value measurements.

(B)Based on the timing of expected principal reduction on the assets.

(C)All fixed-rate as of December 31, 2024 and 2023.

The following table summarizes Treasury securities, held-to-maturity (“HTM”):

Weighted Average
Outstanding Face AmountAmortized Cost / Carrying ValueFair ValueUnrecognized Gains /(Losses)Number of SecuritiesYieldLife (Years)
Treasury Securities Designated as HTM:
December 31, 2024$25,000$24,770$24,775$514.3%0.5
December 31, 2023$25,000$24,553$24,566$1315.4%0.3

The following table summarizes purchases and sales of Agency and Treasury securities:

Year Ended December 31,
202420232022
Treasury(A)AgencyTreasury(A)AgencyTreasury(A)Agency
Purchases:
Face$8,825,000$1,280,545$1,055,000$3,373,770$—$16,479,286
Purchase price8,813,0581,249,5621,028,0513,350,588—16,314,613
Sales:
Face$5,500,000$2,556,839$—$1,691,131$—$16,515,951
Amortized cost5,481,6882,536,357—1,671,349—16,759,658
Sale price5,499,3952,583,782—1,614,293—15,026,290
Gain (loss) on sale17,70747,425—(57,056)—(1,733,368)

(A)Excludes Treasury short sales and purchases to cover short sale liabilities. Refer to Note 17 for information regarding short sales.

As of December 31, 2024, Rithm Capital hadno unsettled trades.

See Note 18 regarding the financing of government and government-backed securities.

  1. RESIDENTIAL MORTGAGE LOANS

Rithm Capital accumulates its residential mortgage loan portfolio through originations, bulk acquisitions and the execution of call rights. A majority of the residential mortgage loan portfolio is serviced by Newrez.

Loans are accounted for based on Rithm Capital’s strategy and intent for the loan and on whether the loan was credit-impaired at the date of acquisition. As of December 31, 2024, Rithm Capital accounts for loans based on the following categories:

Loans held-for-investment (“HFI”), at fair value

Loans held-for-sale (“HFS”), at lower of cost or fair value

Loans HFS, at fair value

Investments of consolidated CFEs represent mortgage loans held by certain mortgage securitization trusts where Rithm Capital is determined to be a primary beneficiary and, as a result, consolidates such trusts. The assets are measured based on the fair value of the more observable liabilities of such trusts under the CFE election. The obligations and liabilities of CFEs may only be satisfied with the assets of the respective consolidated CFEs, and creditors of the CFE do not have recourse to Rithm Capital Corp.

The following table summarizes residential mortgage loans outstanding by loan type:

December 31,
2024 · 2023
Outstanding Face AmountCarrying ValueLoanCountWeighted Average YieldWeighted Average Life (Years)(A)Carrying Value
Investments of consolidated CFEs(B)$2,966,605$2,791,0277,9965.8%25.8$3,038,587
Residential mortgage loans, HFI, at fair value396,061361,8907,4058.4%4.5379,044
Residential Mortgage Loans, HFS:
Acquired performing loans(C)56,46951,0111,6687.7%4.457,038
Acquired non-performing loans(D)19,40315,6592349.1%5.721,839
Total Residential Mortgage Loans, HFS$75,872$66,6701,9028.1%4.7$78,877
Residential Mortgage Loans, HFS, at Fair Value:
Acquired performing loans(C)(E)422,680408,4211,6795.8%20.5400,603
Acquired non-performing loans(D)(E)294,104270,8791,3114.8%27.1204,950
Originated loans3,557,8363,628,27111,5306.7%29.11,856,312
Total Residential Mortgage Loans, HFS, at Fair Value$4,274,620$4,307,57114,5206.5%28.1$2,461,865

(A)For loans classified as Level 3 in the fair value hierarchy, the weighted average life is based on the expected timing of the receipt of cash flows. For Level 2 loans, the weighted average life is based on the contractual term of the loan.

(B)Residential mortgage loans of consolidated CFEs are classified as Level 2 in the fair value hierarchy and valued based on the fair value of the more observable financial liabilities under the CFE election.

(C)Performing loans are generally placed on non-accrual status when principal or interest is 90 days or more past due.

(D)As of December 31, 2024, Rithm Capital has placed non-performing loans, HFS on non-accrual status, except as described in (E) below.

(E)Includes $245.8 million and $281.6 million UPB of Ginnie Mae early buyout options performing and non-performing loans, respectively, on accrual status as contractual cash flows are guaranteed by the FHA as of December 31, 2024.

See Note 18 regarding the financing of residential mortgage loans.

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of residential mortgage loans, HFS and residential mortgage loans, HFI, at fair value on the consolidated balance sheets:

December 31,
2024 · 2023
Days Past DueUPBCarrying ValueCarrying Value Over (Under) UPBUPBCarrying ValueCarrying Value Over (Under) UPB
Current$4,377,435$4,400,113$22,678$2,690,198$2,638,230$(51,968)
90+369,118336,018(33,100)313,122281,556(31,566)
Total$4,746,553$4,736,131$(10,422)$3,003,320$2,919,786$(83,534)

The following table summarizes the activity of residential mortgage loans, HFS and residential mortgage loans, HFI, at fair value on the consolidated balance sheets:

Loans HFI, at Fair ValueLoans HFS, at Lower of Cost or Fair ValueLoans HFS, at Fair ValueTotal
Balance at December 31, 2022$452,519$101,027$3,297,271$3,850,817
Originations——37,123,26437,123,264
Sales—(6,946)(37,500,199)(37,507,145)
Purchases/additional fundings1,269—375,435376,704
Proceeds from repayments(51,195)(10,773)(181,166)(243,134)
Transfer of loans to other assets(A)—286(696,228)(695,942)
Transfer of loans to REO(7,148)(2,858)(1,459)(11,465)
Transfers of loans to HFS(30,556)——(30,556)
Transfers of loans from HFI——30,55630,556
Valuation provision on loans—(1,859)—(1,859)
Fair Value Adjustments Due To:
Changes in instrument-specific credit risk7,540—4,63912,179
Other factors6,615—9,75216,367
Balance at December 31, 2023379,04478,8772,461,8652,919,786
Originations——57,796,44157,796,441
Sales—(2,307)(57,973,190)(57,975,497)
Purchases/additional fundings——2,566,2102,566,210
Proceeds from repayments(45,159)(9,680)(97,975)(152,814)
Transfer of loans to other assets(A)—(2,968)(449,065)(452,033)
Transfer of loans to REO(3,990)(1,232)(3,203)(8,425)
Transfers of loans to HFS(52)——(52)
Transfers of loans from HFI——5252
Valuation (provision) reversal on loans—3,980—3,980
Fair Value Adjustments Due To:
Changes in instrument-specific credit risk24,061—12,78436,845
Other factors7,986—(6,348)1,638
Balance at December 31, 2024$361,890$66,670$4,307,571$4,736,131

(A)Includes loans transferred to consolidated CFEs and receivable modifications resulting in transfers between other assets and residential mortgage loans.

Gain on Originated Residential Mortgage Loans, HFS, Net

Newrez originates conventional, government-insured and nonconforming residential mortgage loans for sale and securitization. In connection with the sale or securitization of loans to the GSEs or mortgage investors, Rithm Capital reports gain on originated residential mortgage loans, HFS, net in the consolidated statements of operations. See Note 20 for detail on Rithm Capital’s continuing involvement in residential mortgage loan securitizations.

The following table summarizes the components of gain on originated residential mortgage loans, HFS, net:

Year Ended December 31,
202420232022
Gain (loss) on residential mortgage loans originated and sold, net(A)$(822,641)$(392,137)$(1,099,941)
Gain (loss) on settlement of residential mortgage loan origination derivative instruments(B)28,15773,4761,285,219
MSRs retained on transfer of residential mortgage loans(C)1,341,728786,6551,222,742
Other(D)54,96914,62233,551
Realized gain on sale of originated residential mortgage loans, net602,213482,6161,441,571
Change in fair value of residential mortgage loans2,09699,877(271,530)
Change in fair value of interest rate lock commitments (Note 17)(12,449)15,018(102,992)
Change in fair value of derivative instruments (Note 17)90,675(64,034)25,700
Gain on Originated Residential Mortgage Loans, HFS, Net$682,535$533,477$1,092,749

(A)Includes residential mortgage loan origination fees of $0.9 billion, $0.4 billion and $0.6 billion in the years ended December 31, 2024, 2023 and 2022, respectively. Includes gain on residential mortgage loan securitizations accounted for as sales of $24.2 million for the year ended December 31, 2024 andno gain or loss for the years ended December 31, 2023 and 2022.

(B)Represents settlement of forward securities delivery commitments utilized as an economic hedge for mortgage loans not included within forward loan sale commitments.

(C)Represents the initial fair value of the capitalized MSRs upon loan sales with servicing retained.

(D)Includes fees for services associated with the residential mortgage loan origination process.

  1. CONSUMER LOANS

Rithm Capital’s consumer loan portfolio consists of (i) consumer loans purchased from Goldman Sachs Bank USA (the “Marcus loans” or “Marcus”) in June 2023 and (ii) consumer loans purchased from SpringCastle (the “SpringCastle loans” or “SpringCastle”) initially in a co-investment with an unaffiliated entity. On June 28, 2024, Rithm Capital acquired the remaining 46.5% interest in the SpringCastle loans from the co-investor for a total purchase price of $22.0 million. Following the acquisition, Rithm Capital holds a 100% interest in the SpringCastle loans.

The Marcus portfolio includes unsecured fixed-rate closed-end installment loans, and the SpringCastle loans portfolio includes personal unsecured loans and personal homeowner loans. The Marcus loans are serviced by Systems and Services Technologies, Inc. and the SpringCastle loans are serviced by OneMain Holdings Inc.

The following table summarizes characteristics of the consumer loan portfolio measured at fair value under the fair value option election:

UPBCarrying ValueWeighted Average CouponWeighted Average Expected Life (Years)
SpringCastle$208,306$219,30818.1%3.8
Marcus559,317446,25711.0%1.0
Total Consumer Loans$767,623$665,56512.9%1.8
SpringCastle$260,102$285,63218.2%3.7
Marcus1,048,672988,37310.5%1.2
Total Consumer Loans$1,308,774$1,274,00512.0%1.7

See Note 18 regarding the financing of consumer loans.

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of consumer loans:

December 31,
2024 · 2023
Days Past DueUPBCarrying Value(A)Carrying Value Over (Under) UPBUPBCarrying Value(A)Carrying Value Over (Under) UPB
SpringCastle:
Current$203,923$214,746$10,823$255,441$280,577$25,136
90+4,3834,5621794,6615,055394
Total SpringCastle208,306219,30811,002260,102285,63225,530
Marcus:
Current$438,712$438,712—$1,014,404$956,076$(58,328)
90+120,6057,545(113,060)34,26832,297(1,971)
Total Marcus559,317446,257(113,060)1,048,672988,373(60,299)
$767,623$665,565$(102,058)$1,308,774$1,274,005$(34,769)

(A)Consumer loans are carried at fair value. See Note 19 regarding fair value measurements.

The following table summarizes the activity for consumer loans for the period:

Balance at December 31, 2022$363,756
Purchases1,317,347
Additional fundings(A)27,510
Proceeds from repayments(446,124)
Accretion of loan discount and premium amortization, net37,717
Fair Value Adjustments Due To:
Changes in instrument-specific credit risk957
Other factors(27,158)
Balance at December 31, 20231,274,005
Additional fundings(A)24,091
Proceeds from repayments(560,518)
Accretion of loan discount and premium amortization, net27,914
Fair Value Adjustments Due To:
Changes in instrument-specific credit risk(51,977)
Other factors(47,950)
Balance at December 31, 2024$665,565

(A)Represents draws on consumer loans with revolving privileges.

  1. SINGLE-FAMILY RENTAL PROPERTIES

Rithm Capital invests in its SFR portfolio by acquiring and maintaining a geographically diversified portfolio of high-quality single-family homes and leasing them to high-quality residents.

SFR properties HFI are carried at cost less accumulated depreciation and impairment and are presented within single-family rental properties on the consolidated balance sheets.

SFR properties HFS are managed for near term sale and disposition. They are measured at the lower of cost less accumulated depreciation and impairment or fair value less estimated cost to sell and presented within single-family rental properties on the consolidated balance sheets. For the year ended December 31, 2024, Rithm Capital transferred 206 SFR properties HFI to HFS.

The following table summarizes the net carrying value of investments in SFR properties:

December 31,
20242023
Land$191,992$183,359
Building767,966733,437
Capital improvements150,811138,869
Total gross investment in SFR properties1,110,7691,055,665
Accumulated depreciation(82,474)(53,737)
Investment in SFR Properties, Net$1,028,295$1,001,928

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 totaled $30.0 million, $28.2 million and $18.9 million, respectively. Depreciation expense is included in general and administrative in the consolidated statements of operations.

As of December 31, 2024 and 2023, the carrying amount of the SFR properties includes capitalized acquisition costs of $7.0 million and $7.5 million, respectively.

The following table summarizes the activity for the period related to the net carrying value of investments in SFR properties:

SFR Properties HFISFR Properties HFSTotal
Balance at December 31, 2022$971,313$—$971,313
Acquisitions and capital improvements67,013—67,013
Transfers to HFS(9,561)9,561—
Dispositions(250)(7,990)(8,240)
Depreciation expense(28,158)—(28,158)
Balance at December 31, 20231,000,3571,5711,001,928
Acquisitions and capital improvements70,355—70,355
Transfers to HFS(50,615)50,615—
Dispositions(1,140)(12,893)(14,033)
Depreciation expense(29,955)—(29,955)
Balance at December 31, 2024$989,002$39,293$1,028,295

Rithm Capital generally rents its SFR properties under non-cancelable lease agreements with a term ofone totwo years.

The following table summarizes rental revenue and other variable revenue included inother revenues and other income (loss), net, respectively, on the consolidated statements of operations based on the specific lease terms for the period:

Year Ended December 31,
202420232022
Rental revenue$76,561$73,216$54,567
Other variable revenue4,5242,299464
Total Revenue$81,085$75,515$55,031

The following table summarizes the future minimum rental revenues under existing leases on SFR properties:

2025$39,067
2026 and thereafter3,419
Total$42,486

The following table summarizes the activity for the period of the SFR portfolio by properties:

SFR Properties HFISFR Properties HFSTotal
Balance at December 31, 20223,731—3,731
Acquisition of SFR properties182—182
Transfer to HFS(30)30—
Disposition of SFR properties(1)(24)(25)
Balance at December 31, 20233,88263,888
Acquisition of SFR properties219—219
Transfer to HFS(206)206—
Disposition of SFR properties(4)(54)(58)
Balance at December 31, 20243,8911584,049

See Note 18 regarding the financing of SFR properties.

  1. RESIDENTIAL TRANSITION LOANS

Genesis specializes in originating and managing a portfolio of primarily short-term mortgage loans to fund the construction and development of, or investment in, residential properties.

On August 24, 2023 Rithm Capital acquired a portfolio of loans from Morgan Stanley Bank, N.A. with a face value of $148.4 million. The portfolio consists of fixed rate bridge and renovation loans and is master serviced by Genesis.

The following table summarizes residential transition loans, at fair value and residential transition loans held by consolidated CFEs by loan type:

Residential Transition Loans - Carrying Value(A)Residential Transition Loans of Consolidated CFEs - Carrying Value(A)Total Carrying Value% of PortfolioLoanCount% of PortfolioWeighted Average YieldWeighted Average Original Life (Months)Weighted Average Committed Loan Balance to Value(B)
Construction$935,142$492,071$1,427,21345.4%49031.9%11.4%20.072.7% / 62.2%
Bridge972,443363,9461,336,38942.6%60039.1%10.0%23.966.6%
Renovation270,490106,175376,66512.0%44529.0%10.5%12.882.8% / 68.2%
$2,178,075$962,192$3,140,267100.0%1,535100.0%10.7%20.4N/A
Construction$787,740$146,391$934,13141.8%37127.0%10.5%16.274.0% / 63.0%
Bridge841,040168,6271,009,66745.3%65247.6%9.6%26.568.9%
Renovation250,53938,576289,11512.9%34925.4%10.0%13.580.5% / 68.6%
$1,879,319$353,594$2,232,913100.0%1,372100.0%10.1%20.4N/A

(A)Residential transition loans are carried at fair value under the FVO election. Residential transition loans held by consolidated CFEs are classified as Level 3 and valued based on the more observable financial liabilities of consolidated CFEs. See Note 19 regarding fair value measurements.

(B)Weighted by commitment loan-to-value (“LTV”) for bridge loans, loan-to-cost and loan-to-after-repair-value for construction and renovation loans.

The following table summarizes the activity for the period of loans included in residential transition loans, at fair value on the consolidated balance sheets:

Balance at December 31, 2022$1,714,053
Purchases146,631
Initial loan advances1,380,187
Construction holdbacks and draws667,656
Paydowns and payoffs(1,671,895)
Purchased loans discount (premium) amortization668
Transfers to assets of consolidated CFEs(357,614)
Fair Value Adjustments Due To:
Changes in instrument-specific credit risk—
Other factors(367)
Balance at December 31, 20231,879,319
Purchases—
Initial loan advances1,991,047
Construction holdbacks and draws882,623
Paydowns and payoffs(1,394,313)
Purchased loans discount (premium) amortization1,087
Transfer of loans to REO(11,649)
Transfers to assets of consolidated CFEs(1,200,446)
Fair Value Adjustments Due To:
Changes in instrument-specific credit risk8,549
Other factors21,858
Balance at December 31, 2024$2,178,075

The Company is subject to credit risk in connection with its investments in mortgage loans. The two primary components of credit risk are default risk, which is the risk that a borrower fails to make scheduled principal and interest payments, and severity risk, which is the risk of loss upon a borrower’s default on a mortgage loan or other secured or unsecured loan. Severity risk includes the risk of loss of value of the property or other asset, if any, securing the loan, as well as the risk of loss associated with taking over the property or other asset, if any, including foreclosure costs.

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of loans included in residential transition loans, at fair value on the consolidated balance sheets:

December 31,
2024 · 2023
Days Past DueUPBCarrying ValueCarrying Value Over (Under) UPBUPBCarrying ValueCarrying Value Over (Under) UPB
Current$2,117,479$2,128,802$11,323$1,838,935$1,837,513$(1,422)
90+55,23449,273(5,961)41,86941,806(63)
Total$2,172,713$2,178,075$5,362$1,880,804$1,879,319$(1,485)

See Note 18 regarding the financing of residential transition loans.

  1. CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Rithm Capital considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits.

Restricted cash consists of cash collateral pledges related to secured financing and securitizations.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on Rithm Capital’s consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows:

December 31,
20242023
Cash and cash equivalents$1,458,743$1,287,199
Restricted cash308,443378,048
Restricted cash of consolidated CFEs (A)150,62331,848
Total Cash and Cash Equivalents and Restricted Cash$1,917,809$1,697,095

(A) Presented within investments, at fair value and other assets on the consolidated balance sheets.

The following table summarizes restricted cash balances by reporting segment:

December 31,
20242023
Investment Portfolio(A)$66,419$44,981
Origination and Servicing207,724300,941
Residential Transitional Lending(A)40,72737,805
Asset Management(A)144,19626,169
Total Restricted Cash$459,066$409,896

(A) Included restricted cash related to consolidated CFEs presented within investments, at fair value and other assets on the consolidated balance sheets.

  1. OTHER ASSETS AND LIABILITIES

Other assets and accrued expenses and other liabilities —other assets and accrued expenses and other liabilities on the consolidated balance sheets consist of the following:

Other Assets · Accrued Expenses and Other Liabilities
December 31, · December 31,
2024 · 2023 · 2024 · 2023
CLOs, at fair value(A)$242,227$226,486Accounts payable$133,037$165,144
Deferred tax asset(G)—279,019Accrued compensation and benefits322,957290,464
Derivative and hedging assets (Note 17)75,14728,080Deferred tax liability(G)786,141801,857
Due from related parties35,19832,319Derivative liabilities (Note 17)52,61051,765
Equity investments(B)502,610173,882Escheat payable187,830169,914
Excess MSRs, at fair value (Note 13)369,162271,150Excess spread financing, at fair value101,088—
Goodwill (Note 15)133,832131,857Interest payable260,931166,620
Income and fees receivable208,67259,134Lease liability (Note 16)160,437159,236
Intangible assets (Note 15)331,949387,920Notes receivable financing(F), at fair value371,788—
Loans receivable, at fair value(C)31,58031,323Unearned income and fees17,28037,468
Margin receivable, net(D)414,40475,947Other liabilities236,672223,293
Non-Agency RMBS, at fair value(A)552,797577,543$2,630,771$2,065,761
Notes receivable, at fair value(E)393,786398,227
Operating lease ROU assets (Note 16)99,224104,207
Other receivables178,651152,046
Prepaid expenses59,19862,513
Principal and interest receivable181,271168,516
Property and equipment70,49540,038
REO27,89815,507
Servicer advance investments, at fair value (Note 14)339,646376,881
Servicing fee receivables106,228156,777
Warrants, at fair value9,31616,599
Other assets200,124182,881
$4,563,415$3,948,852

(A)Non-Agency RMBS and CLOs were reclassified from real estate and other securities, as presented in prior periods, to other assets on the consolidated balance sheets.

(B)Represents equity investments in (i) certain real estate redevelopment projects, (ii) various real estate services operating companies, (iii) funds managed by Sculptor, (iv) credit risk transfer entity that holds exposure in residential mortgage loan warehouse lines (measured at fair value under the FVO election with changes in fair value presented in other income (loss) in the consolidated statements of operations), (v) Rithm Property Trust securities, (vi) Newrez Joint Ventures (as defined in Note 20), (vii) APM and (viii) an energy focused fund managed by Rithm.

(C)Represents a loan made pursuant to a senior subordinated credit agreement to an entity affiliated with funds managed by an affiliate of the Former Manager. The loans are measured at fair value under the FVO election.

(D)Represents collateral posted as a result of changes in fair value of Rithm Capital’s (i) government and government-backed securities securing its secured financing agreements and (ii) derivative instruments.

(E)Represents notes receivable secured by commercial properties. The notes are measured at fair value under the FVO election.

(F)During the second quarter of 2024, the Company transferred an investment in a note receivable with a fair value of $365.0 million, subject to a repo financing of $323.5 million, from a third party to a nonconsolidated joint venture for cash consideration of $48.0 million. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes for which the Company elected the FVO and is included in accrued expenses and other liabilities in the consolidated balance sheets. The amount presented within notes receivable financing is comprised of the repo financing and the non-recourse liability in a secured borrowing. The Company continues to reflect the transferred note in other assets in the consolidated balance sheets, at fair value.

(G)Effective in the third quarter of 2024, Rithm Capital’s taxable subsidiaries file combined federal and state returns and as a result, present deferred tax liability or asset on a net basis on its consolidated balance sheets.

REO —REO assets are individual properties acquired by Rithm Capital or where Rithm Capital receives the property as a result of foreclosure of the underlying loan. Rithm Capital measures REO assets at the lower of cost or fair value, with valuation provision recorded in other income (loss), net in the consolidated statements of operations. REO assets are managed for prompt sale and disposition.

The following table presents activity for the period related to the carrying value of investments in REO:

Balance at December 31, 2022$19,379
Property received in satisfaction of loan21,943
Sales(A)(27,512)
Valuation reversal1,697
Balance at December 31, 202315,507
Purchases16,256
Property received in satisfaction of loan28,859
Sales(A)(31,614)
Valuation provision(1,110)
Balance at December 31, 2024$27,898

(A)Recognized when control of the property has transferred to the buyer.

As of December 31, 2024, Rithm Capital had residential mortgage loans and residential transition loans that were in the process of foreclosure with UPBs of $43.5 million and $35.1 million, respectively.

Notes and Loans Receivable —The following table summarizes the activity for the period for notes and loans receivable:

Notes ReceivableLoans ReceivableTotal
Balance at December 31, 2022$—$94,401$94,401
Fundings(A)399,977—399,977
Payment in kind—5,6365,636
Proceeds from repayments(1,750)(68,945)(70,695)
Fair Value Adjustments Due To:
Other factors—231231
Balance at December 31, 2023398,22731,323429,550
Fundings(A)23,036—23,036
Payment in kind—4,6774,677
Proceeds from repayments(33,250)(4,420)(37,670)
Fair Value Adjustments Due To:
Other factors5,773—5,773
Balance at December 31, 2024$393,786$31,580$425,366

(A)Rithm Capital acquiredone andtwo notes receivable during 2024 and 2023, respectively, collateralized by commercial real estate.

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of notes and loans receivable:

December 31,
2024 · 2023
Days Past DueUPBCarrying Value(A)Carrying Value Over (Under) UPBUPBCarrying Value(A)Carrying Value Over (Under) UPB
Current$518,856$425,366$(93,490)$565,786$429,550$(136,236)
90+——————
Total$518,856$425,366$(93,490)$565,786$429,550$(136,236)

(A)Notes and loans receivable are carried at fair value. See Note 19 regarding fair value measurements.

  1. EXCESS MORTGAGE SERVICING RIGHTS

Excess MSR assets include Rithm Capital’s ownership of Excess MSRs, and associated recapture agreements, acquired from and serviced by Mr. Cooper Group Inc. (“Mr. Cooper”). Prior to June 20, 2024, Rithm Capital owned certain pools of Excess MSR directly and certain pools through a joint venture with the Former Manager (the “Fortress Excess MSR JV”).

On June 20, 2024, Rithm Capital, together with certain Sculptor nonconsolidated funds, acquired an excess MSR portfolio from the Former Manager (including the Former Manager’s ownership in the Fortress Excess MSR JV) for approximately $124.0 million. A new joint venture with such Sculptor nonconsolidated funds was formed for the acquisition. Rithm Capital owns an 80.0% interest in and manages the joint venture, and as a result, consolidates this joint venture. Following the acquisition from the Former Manager, all of Rithm Capital’s ownership in pools of Excess MSRs is consolidated on its consolidated balance sheet and is presented in other assets at fair value. See Note 20 for noncontrolling interests related to these Excess MSRs.

Mr. Cooper, as servicer, performs all of the servicing and advancing functions on the Company’s Excess MSR assets, retains the ancillary income and assumes servicing obligations and liabilities as the servicer of the underlying loans in the portfolio.

As part of the Computershare Acquisition (Note 3), Rithm Capital acquired MSRs owned by SLS underlying certain Excess MSRs owned by Rithm Capital. Accordingly, those Excess MSRs have been reclassified to full MSRs on Rithm Capital’s consolidated balance sheets.

Investments in Excess MSRs

The following table presents activity related to the consolidated investments in Excess MSRs measured at fair value:

Total
Balance as of December 31, 2022(A)$321,803
Interest income18,310
Other income267
Proceeds from repayments(41,552)
Proceeds from sales(2,779)
Change in fair value(15,227)
Activity of Investments in Equity Method Investees:
Distributions of earnings from equity method investees(2,219)
Distributions of capital from equity method investees(9,968)
Change in fair value of investments in equity method investees2,515
Balance as of December 31, 2023(A)271,150
Purchases122,887
Interest income29,815
Other income(656)
Proceeds from repayments(55,750)
Proceeds from sales(499)
Change in fair value10,820
Acquisition of Assets from Fortress Excess MSR JV:
Distributions of earnings from equity method investees(344)
Distributions of capital from equity method investees(8,846)
Change in fair value of investments in equity method investees1,617
Reclassification of SLS serviced Excess MSRs to full MSRs(1,032)
Balance as of December 31, 2024$369,162

(A)Rithm Capital’s total investment in Excess MSRs as of December 31, 2023 and 2022 includes $62.8 million and $72.4 million of indirect investments in Excess MSRs, respectively. As a result of Rithm Capital’s investment in the Fortress Excess MSR JV during the second quarter of 2024, all of the Company’s investments in Excess MSRs are direct investments as of December 31, 2024, as shown in the table above.

The following summarizes Rithm Capital’s direct investments in Excess MSRs:

December 31, 2024
UPB of Underlying Mortgages · Interest in Excess MSR · Weighted Average Life Years(A) · Amortized Cost Basis · Carrying Value(B)
Rithm Capital(C)(D) · Mr. Cooper
Total$53,494,37865.0% – 80.0% (69.9%)20.0% – 35.0% (30.9%)5.9$321,962$369,162
December 31, 2023
UPB of Underlying Mortgages · Interest in Excess MSR · Weighted Average Life Years(A) · Amortized Cost Basis · Carrying Value(B)
Rithm Capital(C)(D) · Former Manager-managed funds · Mr. Cooper
Total$42,957,34732.5% – 100.0% (56.5%)—% – 50.0%—% – 35.0%6.3$181,721$208,385

(A)Represents the weighted average expected timing of the receipt of expected cash flows for this investment.

(B)Carrying value represents the fair value of the pools and recapture agreements, as applicable.

(C)Amounts in parentheses represent weighted averages.

(D)Rithm Capital also invested in related servicer advance investments, including the base fee component of the related MSR as of December 31, 2024 and 2023 (Note 14) on $13.3 billion and $15.5 billion UPB, respectively, underlying these Excess MSRs.

Changes in fair value of Excess MSRs investments consist of the following:

Year Ended December 31,
202420232022
Original and Recaptured Pools$10,820$(12,712)$(1,436)

As of December 31, 2024 and 2023, weighted average discount rates of 8.4% and 8.8%, respectively, were used to value Rithm Capital’s investments in Excess MSRs.

  1. SERVICER ADVANCE INVESTMENTS

Servicer advance investments consist of arrangements to fund existing outstanding servicer advances and the requirement to purchase all future servicer advances made with respect to a specified pool of residential mortgage loans in exchange for the base fee component of the related MSR. Rithm Capital elected to record its servicer advance investments, including the right to the base fee component of the related MSRs, at fair value under the FVO election to provide users of the financial statements with better information regarding the effects of market factors. The Company’s servicer advance investments are presented in other assets on the consolidated balance sheets.

As part of the Computershare Acquisition (Note 3), Rithm Capital acquired certain MSRs owned by SLS underlying a certain servicer advance investment and, therefore, reclassified the servicer advance investment to MSR and servicer advances receivable on its consolidated balance sheets.

Mr. Cooper performs all of the servicing and advancing functions on the Company’s remaining servicer advance investments, retains the ancillary income and assumes servicing obligations and liabilities as the servicer of the underlying loans in the portfolio.

Rithm Capital owns its interest in servicer advance investments through a consolidated subsidiary, Advance Purchaser LLC (“Advance Purchaser”), in which it has an ownership interest of 89.3%. As of December 31, 2024, the noncontrolling third-party co-investor and Rithm Capital have funded all their capital commitments. Advance Purchaser may recall $71.5 million and $597.9 million of capital distributed to the third-party co-investor and Rithm Capital, respectively. Neither the third-party co-investor nor Rithm Capital is obligated to fund amounts in excess of their respective capital commitments, regardless of the capital requirements of Advance Purchaser.

The following table summarizes servicer advance investments, including the right to the base fee component of the related MSRs:

Amortized Cost BasisCarrying Value(A)Weighted Average Discount RateWeighted Average YieldWeighted Average Life (Years)(B)
Servicer advance investments$327,471$339,6466.5%6.9%7.6
Servicer advance investments$362,760$376,8816.2%6.6%8.1

(A)Represents the fair value of the servicer advance investments, including the base fee component of the related MSRs.

(B)Represents the weighted average expected timing of the receipt of expected net cash flows for this investment.

The following table provides additional information regarding the servicer advance investments and related financing:

UPB of Underlying Residential Mortgage Loans · Outstanding Servicer Advances · Servicer Advances to UPB of Underlying Residential Mortgage Loans · Face Amount of Secured Notes and Bonds Payable · LTV(A) · Cost of Funds(C)
Gross · Net(B) · Gross · Net
Servicer advance investments(D)$13,316,828$298,9452.2%$258,18385.0%82.9%6.3%5.9%
Servicer advance investments(D)$15,499,559$320,6302.1%$278,84584.1%81.9%7.5%6.9%

(A)Based on outstanding servicer advances, excluding purchased but unsettled servicer advances.

(B)Ratio of face amount of borrowings to par amount of servicer advance collateral, net of any general reserve.

(C)Annualized measure of the cost associated with borrowings. Gross cost of funds primarily includes interest expense and facility fees. Net cost of funds excludes facility fees.

(D)The following table summarizes the types of advances included in servicer advance investments:

December 31,
20242023
Principal and interest advances$51,135$57,909
Escrow advances (taxes and insurance advances)137,072149,346
Foreclosure advances110,738113,375
Total$298,945$320,630
  1. GOODWILL AND INTANGIBLE ASSETS

As a result of acquisitions, the Company recognized intangible assets in the form of management contracts, customer relationships, purchased technology, trademarks and trade names. The Company also recognized goodwill on certain acquisitions. Goodwill and intangible assets are presented within other assets on Rithm Capital’s consolidated balance sheets.

The following table summarizes the carrying value of goodwill by reportable segment:

Origination and ServicingResidential Transitional LendingAsset ManagementTotal
Balance at December 31, 2022$29,468$55,731$—$85,199
Goodwill acquired(A)——46,65846,658
Accumulated impairment loss————
Balance at December 31, 202329,46855,73146,658131,857
Goodwill acquired————
Accumulated impairment loss————
Measurement period adjustments (Note 3)——1,9751,975
Balance at December 31, 2024$29,468$55,731$48,633$133,832

(A) Refer to Note 3 for discussion regarding the Sculptor Acquisition.

The following table summarizes the acquired identifiable intangible assets:

December 31,
Estimated Useful Lives (Years)20242023
Gross Intangible Assets:
Management contracts10$275,000$275,000
Customer relationships2 to 979,75357,949
Purchased technology3 to 7105,567103,525
Trademarks / Trade names(A)1 to 510,25910,259
LicensesIndefinite21,36521,365
491,944468,098
Accumulated Amortization:
Management contracts30,9403,388
Customer relationships25,77317,834
Purchased technology97,25954,113
Trademarks / Trade names6,0234,843
159,99580,178
Intangible Assets, Net:
Management contracts244,060271,612
Customer relationships53,98040,115
Purchased technology8,30849,412
Trademarks / Trade names(A)4,2365,416
Licenses21,36521,365
$331,949$387,920

(A)Includes indefinite-lived intangible assets of $1.9 million as of December 31, 2024 and 2023.

The Company didnot record any impairment loss on its intangible assets for the years ended December 31, 2024, 2023 and 2022.

The following table summarizes the amortization expense recorded by the Company related to its intangible assets. Amortization expense related to intangible assets is included in general and administrative in the consolidated statements of operations.

Year Ended December 31,
202420232022
Amortization expense$79,817$32,596$29,266

The following table summarizes the expected future amortization expense for intangible assets as of December 31, 2024:

Year EndingAmortization Expense
2025$49,694
202640,871
202736,722
202836,289
202935,898
2030 and thereafter109,234
$308,708
  1. LEASES

Rithm Capital, through its wholly-owned subsidiaries, has leases on office space expiring through 2033. Rent expense, net of sublease income for the years ended December 31, 2024, 2023 and 2022 totaled $35.4 million, $45.8 million and $45.2 million, respectively. The Company has leases that include renewal options and escalation clauses. The terms of the leases do not impose any financial restrictions or covenants.

Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. In addition, the Company has finance leases for computer hardware. As of December 31, 2024, the Company has pledged collateral related to its lease obligations of $7.2 million, which is presented as part of restricted cash on the consolidated balance sheets. Operating lease ROU assets and lease liabilities are presented as part ofother assets andaccrued expenses and other liabilities, respectively, on the consolidated balance sheets (Note 12).

The table below summarizes the future commitments under the non-cancelable leases:

Year EndingOperating LeasesFinance LeasesTotal
2025$43,449$228$43,677
202636,57822836,806
202737,68222837,910
202827,978—27,978
202926,323—26,323
2030 and thereafter14,967—14,967
Total remaining undiscounted lease payments186,977684187,661
Less: imputed interest27,1725227,224
Total Remaining Discounted Lease Payments$159,805$632$160,437

The future commitments under the non-cancelable leases have not been reduced by the sublease rentals of $33.7 million due in the future periods.

Other information related to leases is summarized below:

December 31,
20242023
Weighted Average Remaining Lease Term (Years):
Operating leases5.15.8
Finance leases2.53.5
Weighted Average Discount Rate:
Operating leases6.5%6.2%
Finance leases7.9%7.9%
Year Ended December 31,
Supplemental Information202420232022
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
Operating cash flows - operating leases$51,289$34,655$51,005
Operating cash flows - finance leases4——
Finance cash flows - finance leases224——
Supplemental Non-Cash Information on Lease Liabilities Arising from Obtaining ROU Assets:
ROU obtained in exchange for new operating lease liabilities$20,465$1,449$5,773

See Note 9 for further information on leases of SFR properties.

  1. DERIVATIVES AND HEDGING

Rithm Capital enters into economic hedges including interest rate swaps, to-be-announced forward contract positions (“TBAs”), and Treasury short sales to hedge a portion of its interest rate risk exposure. Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, as well as other factors. Rithm Capital’s credit risk with respect to economic hedges is the risk of default on Rithm Capital’s investments that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments.

Rithm Capital may at times hold TBAs in order to mitigate Rithm Capital’s interest rate risk on certain specified MBS and MSRs. Amounts or obligations owed by or to Rithm Capital are subject to the right of set-off with the counterparty. As part of executing these trades, Rithm Capital may enter into agreements with its counterparties that govern the transactions for the purchases or sales made, including margin maintenance, payment and transfer, events of default, settlements and various other provisions. Changes in the value of economic hedges designed to protect against MBS and MSR fair value fluctuations, or hedging gains and losses, are reflected in the tables below.

Rithm Capital enters into short sales of Treasury securities to mitigate interest rate risk by borrowing the securities under reverse repurchase agreements and selling them into the market. As of December 31, 2024, the Company accounts for these as securities borrowing transactions and recognizes a net position presented in other assets or accrued expenses and other liabilities on the consolidated balance sheets. As of December 31, 2023, the Company did not meet the relevant netting criteria and recognized an obligation to return the borrowed securities at fair value on the consolidated balance sheets based on the value of the underlying Treasury security.

As of December 31, 2024, Rithm Capital also held interest rate lock commitments (“IRLCs”), which represent a commitment to a particular interest rate provided the borrower is able to close the loan within a specified period, and forward loan sale and securities delivery commitments, which represent a commitment to sell specific residential mortgage loans at prices which are fixed as of the forward commitment date. Rithm Capital enters into forward loan sale and securities delivery commitments in order to hedge the exposure related to IRLCs and residential mortgage loans that are not covered by residential mortgage loan sale commitments.

Derivatives and economic hedges are recorded at fair value and presented in other assets or accrued expenses and other liabilities on the consolidated balance sheets, as follows:

December 31,
20242023
Derivative and Hedging Assets:
Interest rate swaps(A)$6$106
IRLCs21,49626,482
TBAs50,8091,492
Foreign exchange forwards2,836—
$75,147$28,080
Derivative and Hedging Liabilities:
IRLCs$10,202$2,678
TBAs15,62849,087
Treasury short sales(B)1,245—
Other commitments(C)25,521—
Stock options14—
$52,610$51,765

(A)Net of $42.0 million and $342.0 million of related variation margin accounts as of December 31, 2024 and 2023, respectively.

(B)As of December 31, 2024, all Treasury short sales are covered with no economic exposure. Carrying value represents the net of repurchase agreements and $503.9 million of related reverse repurchase agreement lending facilities used to borrow securities to effectuate short sales of Treasury securities. As of December 31, 2023, Treasury securities payable and related reverse repurchase agreements are presented on a gross basis on the consolidated balance sheets.

(C)During the first quarter of 2024, a subsidiary of the Company entered into an agreement with an affiliate, which could result in the subsidiary being required to make a payment under certain circumstances dependent upon amounts realized from an investment of the affiliate, subject to a maximum amount of $25.5 million. The agreement is classified as a derivative liability and measured at fair value.

The following table summarizes notional amounts related to derivatives and hedging:

December 31,
20242023
Interest rate swaps(A)$8,995,000$7,979,988
IRLCs3,413,0432,757,060
Treasury short sales(B)—1,800,000
TBAs(C)17,402,8246,013,100
Other commitments25,057—
Foreign exchange forwards17,300—

(A)Includes $3.1 billion notional of receive Secured Overnight Financing Rate (“SOFR”)/pay fixed of 3.6% and $5.9 billion notional of receive fixed of 3.8%/pay SOFR with weighted average maturities of 71 months and 32 months, respectively, as of December 31, 2024. Includes $8.0 billion notional of receive SOFR/pay fixed of 2.5% and $0.0 billion notional of receive fixed of 0.0%/pay SOFR with weighted average maturities of 32 months and 0 months, respectively, as of December 31, 2023.

(B)Represents the notional amount of Treasury notes sold short.

(C)Represents the notional amount of Agency RMBS, classified as derivatives.

The following table summarizes gain (loss) on derivatives and other hedging instruments and the related presentation on the consolidated statements of operations:

Year Ended December 31,
202420232022
Servicing Revenue, Net(A):
TBAs$—$—$(15,205)
Treasury futures——(1,746)
Options on Treasury futures——5,635
——(11,316)
Gain (Loss) on Originated Residential Mortgage Loans, HFS, Net(A):
IRLCs(12,449)15,018(102,992)
TBAs90,675(62,924)25,700
Interest rate swaps—(1,110)—
78,226(49,016)(77,292)
Realized and Unrealized Gains (Losses), Net(B)(C):
Interest rate swaps63,44820,9901,159,777
TBAs(269,862)(7,326)309,154
Treasury short sales(D)23,783(68,006)—
Other commitments(25,535)——
Stock options(3)——
Foreign exchange forwards2,019——
(206,150)(54,342)1,468,931
Total Gain (Loss)$(127,924)$(103,358)$1,380,323

(A)Represents unrealized gain (loss).

(B)Excludesno loss for the years ended December 31, 2024 and 2023 and $79.0 million loss for the year ended December 31, 2022 included within servicing revenue, net (Note 5) in the consolidated statements of operations.

(C)Excludes $28.2 million gain, $73.5 million gain and $1.3 billion gain for the years ended December 31, 2024, 2023 and 2022, respectively, reflected as gain (loss) on settlement of residential mortgage loan origination derivative instruments presented within gain on originated residential mortgage loans, HFS, net (Note 7) in the consolidated statements of operations.

(D)As of December 31, 2024, all Treasury short sales are covered with no economic exposure.

  1. DEBT OBLIGATIONS

The following table summarizes secured financing agreements, secured notes and bonds payable and also includes notes payable of consolidated CFEs:

December 31, 2024 · December 31, 2023
Collateral
Debt Obligations/Collateral(C) · Outstanding Face Amount · Carrying Value(A) · Final Stated Maturity(B) · Weighted Average Funding Cost · Weighted Average Life (Years) · Outstanding Face · Amortized Cost Basis · Carrying Value · Weighted Average Life (Years) · Carrying Value(A)
Secured Financing Agreements:
Warehouse credit facilities - residential mortgage loans(D)$4,235,333$4,235,333Jan-25 to Mar-285.6%0.7$4,676,659$4,734,520$4,691,29826.0$1,940,038
Warehouse credit facilities - residential transition loans(E)1,547,3071,547,307Mar-25 to Dec-257.1%0.91,867,6071,872,0281,872,0281.11,337,010
Government and government-backed securities(F)9,782,9769,782,976Jan-25 to Jul-255.1%0.29,920,8959,766,24810,117,7124.38,152,469
Non-Agency RMBS(D)744,457744,457Jan-25 to Jul-256.6%0.715,764,4551,063,1591,122,6865.9610,189
Excess MSRs(E)223,241222,452Sep-266.9%1.753,494,378303,849347,6525.9—
CLOs(E)172,239170,990Jan-30 to Jan-385.6%9.3173,238N/A172,7539.3183,947
SFR properties and commercial(E)78,95278,952Dec-268.0%1.9N/A148,637148,637N/A337,630
Total secured financing agreements16,784,50516,782,4675.5%0.512,561,283
Secured Notes and Bonds Payable:
MSRs(G)5,845,8395,838,250Jun-25 to Nov-296.8%1.6563,546,9147,685,65910,018,8626.44,800,728
Servicer advance investments and Excess MSR(H)258,183258,183Mar-266.2%1.2298,945327,471339,6467.6459,564
Servicer advances(H)2,630,4282,629,802Feb-25 to Dec-267.0%1.23,038,1703,026,9893,026,9890.62,254,369
Residential mortgage loans————%—————650,000
Consumer loans(I)585,034564,791Jun-28 to Sep 375.3%3.5767,623749,539665,5651.71,106,974
SFR properties(J)740,618716,649Mar-26 to Sep-274.2%2.3N/A879,656879,656N/A789,174
Residential transition loans200,000200,000Jul-265.8%1.5226,535226,535226,7980.4200,000
Secured facility - asset management75,00071,971Nov-258.8%0.8N/AN/AN/AN/A69,121
CLOs(E)18,45918,429Jul-306.8%5.521,762N/A21,2265.530,258
Total secured notes and bonds payable10,353,56110,298,0756.6%1.610,360,188
Notes Payable of Consolidated CFEs:
Consolidated funds(K)960,390959,958May-28 to Jan-386.0%10.71,055,721N/A1,096,2074.0218,157
Residential mortgage loans2,540,8742,369,934Jul-534.6%25.82,966,605N/A2,791,02725.82,618,082
Residential transition loans861,949859,023Mar-39 to Sep-396.3%14.4933,823N/A962,1920.8318,998
Total notes payable of consolidated CFEs4,363,2134,188,9155.2%20.33,155,237
Total / Weighted Average$31,501,279$31,269,4575.8%3.6$26,076,708

(A)Net of deferred financing costs.

(B)Debt obligations with a stated maturity through the date of issuance of the consolidated financial statements were refinanced, extended or repaid.

(C)Associated with accrued interest payable of approximately $239.4 million and $142.3 million as of December 31, 2024 and 2023, respectively.

(D)Based on SOFR interest rates. Includes repurchase agreements and related collateral on non-Agency securities retained through consolidated securitizations.

(E)All SOFR- or Euro Interbank Offered Rate (EURIBOR)-based floating interest rates.

(F)Repurchase agreements are based on a fixed-rate. Collateral carrying value includes margin deposits.

(G)Includes $4.6 billion of MSR notes with an interest equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 2.5% to 3.3%; and $1.3 billion of MSR notes with fixed interest rates ranging 3.0% to 7.4%. The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the MSRs and MSR financing receivables securing these notes.

(H)Includes $1,868.7 million of debt with an interest rate equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 1.6% to 3.0%; and $1,020.0 million of debt with fixed interest rates ranging 3.9% to 5.7%. Collateral includes servicer advance investments, as well as servicer advances receivable related to the MSRs and MSR financing receivables owned by NRM and Newrez.

(I)Includes (i) SpringCastle debt, which is primarily composed of the following classes of asset-backed notes held by third parties: $148.6 million UPB of Class A notes with a coupon of 2.0% and $53.0 million UPB of Class B notes with a coupon of 2.7% and (ii) $383.4 million of debt collateralized by the Marcus loans with an interest rate of SOFR plus a margin of 2.4%.

(J)Includes $740.6 million of fixed rate notes which bear interest ranging from 3.5% to 7.1%.

(K)Includes notes payable of CLOs and of a structured alternative investment solution. Weighted average rate is the effective rate for the senior notes with stated coupon rates. The subordinate notes with UPBof $49.3 million donot have a stated rate of interest. Weighted average life of a structured alternative investment solution is based on expected maturity.

General

Certain of the debt obligations included above are obligations of Rithm Capital’s consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of Rithm Capital Corp. The obligations and liabilities of CFEs may only be satisfied with the assets of the respective consolidated CFEs, and creditors of the CFE do not have recourse to Rithm Capital Corp.

As of December 31, 2024, Rithm Capital has margin exposure on $16.8 billion of secured financing agreements. To the extent that the value of the collateral underlying these secured financing agreements declines, Rithm Capital may be required to post margin, which could significantly impact its liquidity.

The following table summarizes activities related to the carrying value of debt obligations:

Servicer Advances and Excess MSRs(A)MSRsGovernment and Government-Backed and Other SecuritiesResidential Mortgage Loans and REOConsumer LoansSFR Properties and CommercialResidential Transition LoansAsset Management, CLOs and Consolidated FundsTotal
Balance at December 31, 2022$2,907,300$4,791,543$7,431,070$5,466,794$299,498$822,372$1,733,581$—$23,452,158
Secured Financing Agreements:
Acquired borrowings, net of discount (Note 3)———————177,551177,551
Borrowings——50,253,46337,971,788—343,9862,572,154—91,141,391
Repayments——(48,921,875)(38,634,841)—(4,677)(2,455,805)(718)(90,017,916)
FX remeasurement———————7,1147,114
Capitalized deferred financing costs, net of amortization———1,763—(6,356)——(4,593)
Secured Notes and Bonds Payable:
Acquired borrowings, net of discount (Note 3)———————99,23299,232
Borrowings2,757,5874,156,358——1,185,612——4058,099,962
Repayments(2,954,228)(4,148,588)—(116,730)(381,718)(35,690)——(7,636,954)
FX remeasurement———————(1,008)(1,008)
Unrealized (gain) loss on notes, fair value———(3,258)8,818———5,560
Capitalized deferred financing costs, net of amortization3,2741,415——(5,236)7,169—7507,372
Notes Payable of Consolidated CFEs:
Borrowings———725,902———218,746944,648
Repayments———(264,134)————(264,134)
Unrealized (gain) loss on notes, fair value———60,836——6,078(589)66,325
Balance at December 31, 20232,713,9334,800,7288,762,6585,208,1201,106,9741,126,8041,856,008501,48326,076,708
Secured Financing Agreements:
Borrowings223,241—70,352,65363,522,887—52,3613,450,75425,715137,627,611
Repayments——(68,587,878)(61,227,849)—(314,313)(3,240,457)(28,143)(133,398,640)
FX remeasurement—————(3,082)—(10,641)(13,723)
Capitalized deferred financing costs, net of amortization(789)——257—6,356—1105,934
Secured Notes and Bonds Payable:
Acquired borrowings, net of discount (Note 3)190,596———————190,596
Borrowings2,843,8352,671,987—————14,0785,529,900
Repayments(2,860,702)(1,633,923)—(650,000)(549,633)(83,716)—(25,222)(5,803,196)
FX remeasurement———————(377)(377)
Unrealized (gain) loss on notes, fair value————6,262———6,262
Capitalized deferred financing costs, net of amortization323(542)——1,18811,191—2,54414,704
Notes Payable of Consolidated CFEs:
Non-cash borrowings———————512,590512,590
Borrowings———49,726——861,949721,3411,633,016
Repayments———(358,443)——(324,062)(494,135)(1,176,640)
Discount on borrowings, net of amortization———(16,369)————(16,369)
Unrealized (gain) loss on notes, fair value———76,938——9012,03979,878
Capitalized deferred financing costs, net of amortization——————1,237(34)1,203
Balance at December 31, 2024$3,110,437$5,838,250$10,527,433$6,605,267$564,791$795,601$2,606,330$1,221,348$31,269,457

(A)Rithm Capital net settles daily borrowings and repayments of the secured notes and bonds payable on its servicer advances.

Maturities

Contractual maturities of debt obligations, including the Senior Unsecured Notes (as defined below), as of December 31, 2024, are as follows:

Year EndingNonrecourse(A)Recourse(B)Total
2025$1,115,221$19,524,826$20,640,047
20262,558,8101,787,9264,346,736
2027650,457307,000957,457
2028503,381—503,381
2029 and thereafter4,635,5651,468,0936,103,658
$9,463,434$23,087,845$32,551,279

(A)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs and notes payable of consolidated CFEs of $1.3 billion, $3.6 billion, $0.3 billion, and $3.4 billion, respectively.

(B)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs and notes payable of consolidated CFEs of $16.2 billion, $6.6 billion, $1.1 billion, and $0.0 billion, respectively.

Borrowing Capacity

The following table represents borrowing capacity as of December 31, 2024:

Debt Obligations / CollateralBorrowing CapacityBalance OutstandingAvailable Financing(A)
Secured Financing Agreements:
Residential mortgage loans, residential transition loans, SFR and commercial notes receivable$6,485,023$2,081,228$4,403,795
Loan originations5,627,0003,780,3651,846,635
CLOs410,665172,239238,426
Excess MSRs350,000223,241126,759
Secured Notes and Bonds Payable:
MSRs6,577,8905,845,839732,051
Servicer advances4,150,0002,888,6091,261,391
SFR200,00090,160109,840
Liabilities of Consolidated CFEs:
Consolidated funds52,500—52,500
$23,853,078$15,081,681$8,771,397

(A)Although available financing is uncommitted, Rithm Capital’s unused borrowing capacity is available if it has additional eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate.

Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in Rithm Capital’s equity or a failure to maintain a specified tangible net worth, liquidity or indebtedness to tangible net worth ratio. Rithm Capital was in compliance with all of its debt covenants as of December 31, 2024.

2029 Senior Unsecured Notes

On March 19, 2024, the Company issued in a private offering $775.0 million aggregate principal amount of senior unsecured notes due on April 1, 2029 (the “2029 Senior Notes”) at an issue price of 98.981%. Interest on the 2029 Senior Notes accrues at the rate of 8.000% per annum with interest payable semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2024.

The notes become redeemable at any time and from time to time, on or after April 1, 2026, at a price equal to the following fixed redemption prices (expressed as a percentage of principal amount of the 2029 Senior Notes to be redeemed):

YearPrice
2026104.000%
2027102.000%
2028 and thereafter100.000%

Prior to April 1, 2026, the Company is entitled at its option on one or more occasions to redeem the 2029 Senior Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 108.000%, plus accrued but unpaid interest, if any, to, but not including, the applicable redemption date with the net cash proceeds from one or more Qualified Equity Offerings (as defined in the Indenture, dated March 19, 2024, pursuant to which the 2029 Senior Notes were issued (the “2029 Notes Indenture”)).

Proceeds from the issuance of the 2029 Senior Notes were approximately $759 million, net of discount and commissions and estimated offering expenses payable by the Company. The Company incurred fees of approximately $9.1 million in relation to the issuance of the 2029 Senior Notes. These fees were capitalized as debt issuance cost and presented as part of unsecured notes, net of issuance costs on the consolidated balance sheets. In connection with the 2029 Senior Notes, for theyear ended December 31, 2024, the Company recognized interest expense of$51.0 million. At December 31, 2024, the unamortized discount and debt issuance cost was approximately$14.8 million.

The 2029 Senior Notes are senior unsecured obligations and rank pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2029 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2029 Senior Notes in the future, except under limited specified circumstances.

The 2029 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), a requirement that the Company maintain Total Unencumbered Assets (as defined in the 2029 Notes Indenture) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt of the Company and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its properties and assets to another person, in each case subject to certain qualifications set forth in the 2029 Notes Indenture. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of December 31, 2024, the Company was in compliance with all covenants.

In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the 2029 Notes Indenture), each holder of the 2029 Senior Notes will have the right to require the Company to repurchase all or any part of the outstanding balance at a purchase price of 101% of the principal amount of the 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

2025 Senior Unsecured Notes

On September 16, 2020, the Company issued in a private offering $550.0 million of aggregate principal amount of senior unsecured notes due on October 15, 2025 (the “2025 Senior Notes” and, together with the 2029 Senior Notes, the “Senior Unsecured Notes”) for net proceeds of $544.5 million. Interest on the 2025 Senior Notes accrues at the rate of 6.250% per annum with interest payable semi-annually in arrears on each April 15 and October 15, commencing on April 15, 2021.

The notes became redeemable at any time and from time to time, on or after October 15, 2022. The Company may redeem the notes at a fixed redemption price of 101.563% from October 15, 2023 to October 16, 2024 and at a fixed redemption price of 100.000% after October 14, 2024, in each case, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The Company incurred fees of approximately $8.3 million in relation to the issuance of the 2025 Senior Notes which were capitalized as debt issuance cost and are presented as part of unsecured notes, net of issuance costs on the consolidated balance sheets. In connection with the 2025 Senior Notes, for the years ended December 31, 2024, 2023 and 2022, the Company recog nized interest expense of $20.9 million, $34.4 million and $34.4 million, respectively. As of December 31, 2024 and 2023, the unamortized debt issuance costs was approximately $1.4 million and $3.2 million, respectively.

The 2025 Senior Notes are senior unsecured obligations and rank pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2025 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2025 Senior Notes in the future, except under limited specified circumstances.

The 2025 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), a requirement that the Company maintain Total Unencumbered Assets, as defined in the Indenture, dated September 16, 2020, pursuant to which the 2025 Senior Notes were issued (the “2025 Notes Indenture”) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt of the Company and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case subject to certain qualifications set forth in the 2025 Notes Indenture. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of December 31, 2024, the Company was in compliance with all covenants.

In the event of a Change of Control (as defined in the 2025 Notes Indenture), each holder of the 2025 Senior Notes will have the right to require the Company to repurchase all or any part of the outstanding balance at a purchase price of 101% of the principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

In connection with the issuance of the 2029 Senior Notes, the Company tendered for and repurchased $275.0 million aggregate principal amount of its 2025 Senior Notes for cash in a total amount of $282.4 million, inclusive of an early tender premium of $30 per $1,000 principal amount of 2025 Senior Notes and accrued and unpaid interest. Following such tender offer, $275.0 million aggregate principal amount of 2025 Senior Notes remains outstanding.

Tax Receivable Agreement

At the time of its initial public offering in 2007, Sculptor entered into a tax receivable agreement (“TRA”) with the former holders of units in Sculptor’s operating partnerships (the “TRA Holders”). The TRA provides for the payment by Sculptor to the TRA Holders of a portion of the cash savings in U.S. federal, state and local income tax that Sculptor realizes as a result of certain tax benefits attributable to taxable acquisitions by Sculptor (and certain affiliates and successors) of Sculptor operating partnership units.

The TRA includes certain “change of control” assumptions that became applicable as a result of the Sculptor Acquisition, including the assumption that Sculptor (or its successor) has sufficient taxable income to use the relevant tax benefits. As a result, payments under the TRA will be calculated without regard to Sculptor’s ability to actually use tax assets (including net operating losses), the use of which may be significantly limited and may therefore exceed the actual tax savings to Sculptor of the associated tax assets.

The estimated undiscounted future payment under the TRA was $252.5 million as of December 31, 2024. The carrying value of the TRA liability measured at amortized cost was $170.4 million and $172.2 million as of December 31, 2024 and 2023, respectively, with interest expense recognized under the effective interest method. The TRA liability is recorded in unsecured notes, net of issuance costs on the consolidated balance sheets.

The table below presents the Company’s estimate as of December 31, 2024, of the maximum undiscounted amounts that would be payable under the TRA using the assumptions described above. In light of the numerous factors affecting Sculptor’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

Year EndingPotential Payments Under TRA
2025$16,603
202617,215
202717,506
202816,176
2029 and thereafter184,992
$252,492
  1. FAIR VALUE MEASUREMENTS

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company holds a variety of assets, certain of which are not publicly traded or that are otherwise illiquid. Significant judgment and estimation go into the assumptions that drive the fair value of these assets. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type and the specific characteristics of the assets and liabilities, including existence and transparency of transactions between market participants. Assets and liabilities with readily available actively quoted prices or for which fair value can be measured from actively-quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.

Assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:

Level 1 – Quoted prices in active markets for identical instruments.

Level 2 – Valuations based principally on other observable market parameters, including:

Quoted prices in active markets for similar instruments,

Quoted prices in less active or inactive markets for identical or similar instruments,

Other observable inputs, such as interest rates, yield curves, volatilities, prepayment rates, loss severities, credit risks and default rates (“CDR”) and

Market corroborated inputs (derived principally from or corroborated by observable market data).

Level 3 – Valuations based significantly on unobservable inputs.

Rithm Capital follows this hierarchy for its fair value measurements. The classifications are based on the lowest level of input that is significant to the fair value measurement.

The carrying values and fair values of assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments for which fair value is disclosed, as of December 31, 2024 were as follows:

Principal Balance or Notional Amount · Carrying Value · Fair Value
Level 1 · Level 2 · Level 3 · NAV · Total
Assets:
Excess MSRs(A)$53,494,378$369,162$—$—$369,162$—$369,162
MSRs and MSR financing receivables(A)590,214,35110,321,671——10,321,671—10,321,671
Servicer advance investments298,945339,646——339,646—339,646
Government and government-backed securities(B)9,947,1899,736,1163,285,4786,450,643——9,736,121
Non-agency securities8,962,730552,797——552,797—552,797
Residential mortgage loans, HFS75,87266,670——66,670—66,670
Residential mortgage loans, HFS, at fair value4,274,6204,307,571—4,280,40527,166—4,307,571
Residential mortgage loans, HFI, at fair value396,061361,890——361,890—361,890
Residential mortgage loans subject to repurchase2,745,7562,745,756—2,745,756——2,745,756
Consumer loans767,623665,565——665,565—665,565
Derivative and hedging assets18,597,73275,147—53,65121,496—75,147
Residential transition loans2,172,7132,178,075——2,178,075—2,178,075
Notes receivable487,276393,786——393,786—393,786
Loans receivable31,58031,580——31,580—31,580
Equity investment, at fair value192,500194,410——194,410—194,410
Cash and cash equivalents and restricted cash1,767,1861,767,1861,767,186———1,767,186
CLOs243,355242,227—217,04925,178—242,227
Investments of consolidated CFEs - funds(C)1,108,9031,118,359——785,253333,1061,118,359
Investments of consolidated CFEs - loan securitizations(C)3,900,4283,753,219—2,791,027962,192—3,753,219
Other assetsN/A113,22417,831—95,393—113,224
$39,334,057$5,070,495$16,538,531$17,391,930$333,106$39,334,062
Liabilities:
Secured financing agreements$16,784,505$16,782,467$—$16,611,477$175,559$—$16,787,036
Secured notes and bonds payable(D)10,353,56110,298,075——10,318,385—10,318,385
Unsecured notes, net of issuance costs1,302,4921,204,220——1,229,408—1,229,408
Residential mortgage loan repurchase liability2,745,7562,745,756—2,745,756——2,745,756
Derivative liabilities11,255,49252,6101,25915,62835,723—52,610
Excess spread financing(A)15,271,757101,088——101,088—101,088
Notes receivable financing371,446371,788——377,227—377,227
Notes payable of consolidated CFEs - funds(C)1,182,640959,958——959,958—959,958
Notes payable of consolidated CFEs - loan securitizations(C)3,402,8233,228,957—2,369,934859,023—3,228,957
$35,744,919$1,259$21,742,795$14,056,371$—$35,800,425

(A)The notional amount represents the total UPB of the residential mortgage loans underlying the MSRs, MSR financing receivables, Excess MSRs and excess spread financing. Rithm Capital does not receive an excess mortgage servicing amount on non-performing loans in Agency portfolios.

(B)Includes Treasury Bills classified as Level 1 and held at amortized cost basis of $24.8 million (see Note 6).

(C)Represents assets and notes issued by consolidated VIEs accounted for under the CFE election.

(D)Includes $185.5 million of SCFT 2020-A (as defined in Note 20) MBS as of December 31, 2024, for which the FVO for financial instruments was elected.

The carrying values and fair values of assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments for which fair value is disclosed, as of December 31, 2023 were as follows:

Principal Balance or Notional Amount · Carrying Value · Fair Value
Level 1 · Level 2 · Level 3 · NAV · Total
Assets:
Excess MSRs(A)$60,049,904$271,150$—$—$271,150$—$271,150
MSRs and MSR financing receivables(A)528,434,5098,405,938——8,405,938—8,405,938
Servicer advance investments320,630376,881——376,881—376,881
Government and government-backed securities(B)8,615,2608,557,68324,5668,533,130——8,557,696
Non-Agency securities and CLOs9,971,779804,029——804,029—804,029
Residential mortgage loans, HFS94,33678,877——78,877—78,877
Residential mortgage loans, HFS, at fair value2,460,9242,461,865—2,327,528134,337—2,461,865
Residential mortgage loans, HFI, at fair value448,060379,044——379,044—379,044
Residential mortgage loans subject to repurchase1,782,9981,782,998—1,782,998——1,782,998
Consumer loans1,308,7741,274,005——1,274,005—1,274,005
Derivative and hedging assets11,188,20628,080—1,59826,482—28,080
Residential transition loans1,880,8041,879,319——1,879,319—1,879,319
Notes receivable534,463398,227——398,227—398,227
Loans receivable31,32331,323——31,323—31,323
Cash and cash equivalents and restricted cash1,672,8191,672,8191,672,819———1,672,819
Reverse repurchase agreements1,769,6011,769,601—1,769,601——1,769,601
Investments of consolidated CFEs - funds(C)323,973340,92919,073——321,856340,929
Investments of consolidated CFEs - loan securitizations(C)3,606,0573,410,54818,3673,038,587353,594—3,410,548
Other assetsN/A96,092——96,092—96,092
$34,019,408$1,734,825$17,453,442$14,509,298$321,856$34,019,421
Liabilities:
Secured financing agreements$12,570,327$12,561,283$—$12,377,171$184,112$—$12,561,283
Secured notes and bonds payable(D)10,446,16810,360,188——10,369,649—10,369,649
Unsecured notes, net of issuance costs814,739719,004——708,328—708,328
Residential mortgage loan repurchase liability1,782,9981,782,998—1,782,998——1,782,998
Treasury securities payable1,800,0001,827,2811,827,281———1,827,281
Derivative liabilities5,561,94251,765—49,0872,678—51,765
Notes payable of consolidated CFEs - funds(C)222,250219,9201,763—218,157—219,920
Notes payable of consolidated CFEs - loan securitizations(C)3,173,6652,943,7146,6342,618,082318,998—2,943,714
$30,466,153$1,835,678$16,827,338$11,801,922$—$30,464,938

(A)The notional amount represents the total UPB of the residential mortgage loans underlying the MSRs, MSR financing receivables, Excess MSRs and excess spread financing. Rithm Capital does not receive an excess mortgage servicing amount on non-performing loans in Agency portfolios.

(B)Includes Treasury Bills classified as Level 1 and held at amortized cost basis of $24.6 million (see Note 6).

(C)Represents assets and notes issued by consolidated VIEs accounted for under the CFE election.

(D)Includes $235.8 million of SCFT 2020-A (as defined in Note 20) MBS as of December 31, 2023, for which the FVO for financial instruments was elected.

The following table summarizes the changes in the Company’s Level 3 financial assets for the periods presented:

Excess MSRs(A)MSRs and MSR Financing Receivables(A)Servicer Advance InvestmentsNon-Agency SecuritiesCLOs(C)Residential Mortgage LoansConsumer LoansOther Assets(B)Residential Transition Loans(D)Total
Balance at December 31, 2022$321,803$8,889,403$398,820$614,472$—$713,896$363,756$192,646$2,064,028$13,558,824
Transfers:
Transfers from Level 3—————(41,430)———(41,430)
Transfers to Level 3—————22,565———22,565
Sculptor Acquisition (Note 3)————216,229————216,229
Gain (Loss) Included in Net Income:
Credit losses on securities(E)———2,951—————2,951
Servicing Revenue, Net(F):
Included in servicing revenue(F)—(565,684)———————(565,684)
Fair Value Adjustments Due to:
Other factors(E)(12,712)—8,049——3,677(27,158)27,903—(241)
Instrument-specific credit risk(E)—————11,234957——12,191
Gain (loss) on settlement of investments, net(E)615————————615
Other income (loss), net(E)(348)——7,7982,85244,694—15,018(367)69,647
Gains (losses) included in OCI(G)———5,4667,652————13,118
Interest income18,310—22,18012,929——37,717490—91,626
Purchases, Sales and Repayments:
Purchases, net(H)——852,01517,36247138,9921,317,347399,977146,6312,772,795
Sales and settlement fundings(4,212)(704,436)———(252,183)27,510——(933,321)
Proceeds from repayments(52,306)—(904,183)(83,435)(718)(91,249)(446,124)(86,588)(2,025,890)(3,690,493)
Originations and other—786,655———63,185——2,048,5112,898,351
Balance at December 31, 2023271,1508,405,938376,881577,543226,486513,3811,274,005549,4462,232,91314,427,743
Transfers:
Transfers from Level 3(I)——(7,873)(7,384)(219,832)(217,641)———(452,730)
Transfers to Level 3————519,49685,789———605,285
Computershare Acquisition (Note 3)(1,032)700,207———————699,175
Gain (Loss) Included in Net Income:
Credit losses on securities(E)———(936)—————(936)
Servicing Revenue, Net(F):
Included in servicing revenue(F)—(191,654)———————(191,654)
Fair Value Adjustments Due to:
Other factors(E)12,437—(2,526)5,4862,88813,624(47,950)23,09125,58032,630
Instrument-specific credit risk(E)—————27,151(51,977)—8,549(16,277)
Gain (loss) on settlement of investments, net(E)(656)——(137)1,585————792
Other income (loss), net(E)————2,38210,957—(27,584)—(14,245)
Gains (losses) included in OCI(G)———8,438(5,354)————3,084
Interest income29,815—24,26327,750——27,914538—110,280
Purchases, Sales and Repayments:
Purchases, net(H)122,887—781,89651,536598,386248,952—223,037—2,026,694
Sales and settlement fundings(499)11,026——(284,667)(188,490)24,091——(438,539)
Proceeds from repayments(64,940)—(832,995)(109,499)(30,939)(68,639)(560,518)(67,539)(1,987,252)(3,722,321)
Originations and other—1,396,154———30,642—(47)2,860,4774,287,226
Balance at December 31, 2024$369,162$10,321,671$339,646$552,797$810,431$455,726$665,565$700,942$3,140,267$17,356,207

(A)Includes the recapture agreement for each respective pool, as applicable.

(B)For the purpose of this table, the IRLC asset and liability positions and other commitment derivatives are shown net.

(C)Includes CLOs of consolidated CFEs classified as Level 3 in the fair value hierarchy.

(D)Includes residential transition loans of consolidated CFEs classified as Level 3 in the fair value hierarchy.

(E)Gain (loss) recorded in earnings during the period is attributable to the change in unrealized gain (loss) relating to Level 3 assets still held at the reporting dates and realized gain (loss) recorded during the period.

(F)See Note 5 for further details on the components of servicing revenue, net.

(G)Gain (loss) included in unrealized gain (loss) on AFS securities, net in the consolidated statements of comprehensive income.

(H)Real estate and other securities includes non-Agency securities retained through securitizations accounted for as sales.

(I)For the year ended December 31, 2024, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

The following table summarizes the changes in the Company’s Level 3 financial liabilities for the periods presented:

Asset-Backed Securities IssuedNotes Payable of CFEs - Consolidated FundsNotes Payable of CFEs - Residential Transition LoansExcess Spread FinancingNotes Receivable FinancingTotal
Balance at December 31, 2022$319,486$—$312,918$—$—$632,404
Gains (Losses) Included in Net Income:
Other income(A)5,560(589)6,080——11,051
Purchases, Issuance Proceeds and Repayments:
Sculptor Acquisition (Note 3)—218,746———218,746
Payments(89,276)————(89,276)
Balance at December 31, 2023235,770218,157318,998——772,925
Transfers:
Transfers to Level 3————371,446371,446
Computershare Acquisition (Note 3)———125,168—125,168
Gains (Losses) Included in Net Income:
Servicing revenue, net(A)———(24,080)—(24,080)
Other income(A)6,26218,6265,965—5,78136,634
Purchases, Issuance and Repayments:
Issuance—723,175858,828——1,582,003
Repayments(56,572)—(324,062)——(380,634)
Other——(706)——(706)
Balance at December 31, 2024$185,460$959,958$859,023$101,088$377,227$2,482,756

(A)Gain (loss) recorded in earnings during the period is attributable to the change in unrealized gain (loss) relating to Level 3 financial liabilities still held at the reporting dates and realized gain (loss) recorded during the period. The full fair value change during the year was due to factors other than instrument-specific credit risk.

Excess MSRs, MSRs and MSR Financing Receivables and Excess Spread Financing Valuation

Fair value estimates of Rithm Capital’s MSRs and related excess spread financing and Excess MSRs were based on internal pricing models. The valuation technique is based on discounted cash flows. Significant inputs used in the valuations included expectations of prepayment rates, delinquency rates, recapture rates, mortgage servicing amount or excess mortgage servicing amount of the underlying residential mortgage loans, as applicable, and discount rates that market participants would use in determining the fair values of MSRs on similar pools of residential mortgage loans. In addition, for MSRs, significant inputs included the market-level estimated cost of servicing.

Significant increases (decreases) in the discount rates, prepayment or delinquency rates, or costs of servicing, in isolation would result in a significantly lower (higher) fair value measurement, whereas significant increases (decreases) in the recapture rates or mortgage servicing amount or excess mortgage servicing amount, as applicable, in isolation would result in a significantly higher (lower) fair value measurement. Generally, a change in the delinquency rate assumption is accompanied by a directionally similar change in the assumption used for the prepayment rate.

The following table summarizes certain information regarding the ranges and weighted averages of inputs used:

December 31, 2024
Significant Inputs(A)
Prepayment Rate(B)Delinquency(C)Recapture Rate(D)Mortgage Servicing Amount or Excess Mortgage Servicing Amount (bps)(E)Collateral Weighted Average Maturity (Years)(F)
Excess MSRs directly held2.4% – 13.3%(6.6%)0.2% – 14.7%(5.1%)0.0% – 64.2%(39.6%)7 – 32(21)11 – 22(19)
MSRs, MSR Financing Receivables and Excess Spread Financing:
GSE2.5% – 99.4%(6.0%)0.0% – 100.0%(1.9%)7.6% – 21.9% (14.1%))2 – 159(28)0 – 40(23)
Non-Agency1.8% – 100.0%(8.4%)0.0% – 100.0%(24.8%)0.0% – 15.8% (1.6%)1 – 156(45)0 – 58(21)
Ginnie Mae2.1% – 78.5%(8.0%)0.0% – 100.0%(10.0%)8.0% – 26.1% (21.8%)8 – 154(46)0 – 42(26)
Total / Weighted Average—MSRs, MSR Financing Receivables and Excess Spread Financing1.8% – 100.0%(6.8%)0.0% – 100.0%(6.2%)0.0% – 26.1% (20.0%)1 – 159(35)0 – 58(24)
December 31, 2023
Significant Inputs(A)
Prepayment Rate(B)Delinquency(C)Recapture Rate(D)Mortgage Servicing Amount or Excess Mortgage Servicing Amount (bps)(E)Collateral Weighted Average Maturity (Years)(F)
Excess MSRs directly held2.4% – 12.2%(6.5%)0.2% – 8.8%(4.3%)0.0% – 91.1%(55.2%)1 – 55(20)11 – 27(20)
Excess MSRs held through investees6.3% – 9%(7.8%)2.2% – 5.6%(3.5%)45.1% – 64.3%(59%)16 – 25(21)14 – 21(18)
MSRs, MSR Financing Receivables and Excess Spread Financing:
GSE0.6% – 83.7%(7.3%)0.0% – 100.0%(2.3%)7.8% – 27.3% (15.9%))6 – 104(27)0 – 40(23)
Non-Agency0.3% – 83.4%(12.2%)0.9% – 83.3%(23.2%)0.0% – 27.9% (0.4%)3 – 242(46)0 – 40(21)
Ginnie Mae5.0% – 81.9%(10.5%)0.3% – 80.0%(9.7%)9.3% – 30.4% (20.3%)19 – 82(43)0 – 39(27)
Total / Weighted Average—MSRs, MSR Financing Receivables and Excess Spread Financing0.3% – 83.7%(8.6%)0.0% – 100.0%(6.1%)0.0% – 30.4% (20.0%)3 – 242(33)0 – 40(24)

(A)Weighted by fair value of the portfolio.

(B)Projected annualized weighted average lifetime voluntary and involuntary prepayment rate using a prepayment vector.

(C)Projected percentage of residential mortgage loans in the pool for which the borrower is expected to miss a mortgage payment.

(D)Percentage of voluntarily prepaid loans that are expected to be refinanced by the related servicer or subservicer, as applicable.

(E)Weighted average total mortgage servicing amount, in excess of the base fee as applicable, measured in basis points (“bps”). As of December 31, 2024 and 2023, weighted average costs of subservicing of $6.89 (range of $6.87 – $6.96) and $6.99 (range of $6.38 – $7.08), respectively, per loan per month was used to value the Agency MSRs. Weighted average costs of subservicing of $9.60 (range of $8.45 – $11.55) and $9.16 (range of $7.50 – $9.57), respectively, per loan per month was used to value the non-Agency MSRs, including MSR financing receivables. Weighted average cost of subservicing of $8.25 and $8.37, respectively, per loan per month was used to value the Ginnie Mae MSRs.

(F)Weighted average maturity of the underlying residential mortgage loans in the pool.

With respect to valuing the PHH-serviced MSRs and MSR financing receivables, which include a significant servicer advances receivable component, the cost of financing servicer advances receivable is assumed to be SOFR plus 95 bps.

As of December 31, 2024 and 2023, weighted average discount rates of 8.4% (range of 8.1% –9.0%) and 8.8% (range of 8.5% –9.0%), respectively, were used to value Rithm Capital’s Excess MSRs. As of December 31, 2024 and 2023, weighted average discount rates of 8.9% (range of 8.7% –10.3%) and 8.5% (range of 7.9% –10.8%) were used to value Rithm Capital’s MSRs, MSR financing receivables and excess spread financing, respectively.

All of the assumptions listed have some degree of market observability, based on Rithm Capital’s knowledge of the market, relationships with market participants and use of common market data sources. Rithm Capital uses assumptions that generate its best estimate of future cash flows for each investment in MSRs and related excess spread financing and Excess MSRs.

When valuing these assets, Rithm Capital uses the following criteria to determine the significant inputs:

Prepayment Rate: Prepayment rate projections are in the form of a “vector” that varies over the expected life of the pool. The prepayment vector specifies the percentage of the collateral balance that is expected to prepay voluntarily (i.e., pay off) and involuntarily (i.e., default) at each point in the future. The prepayment vector is based on assumptions that reflect macroeconomic conditions like home price appreciation, current level of interest rates as well as loan level factors such as the borrower’s interest rate, FICO score, LTV ratio, debt-to-income ratio and vintage on a loan level basis. Rithm Capital considers historical prepayment experience associated with the collateral when determining this vector and also reviews industry research on the prepayment experience of similar loan pools. This data is obtained from remittance reports, market data services and other market sources.

Delinquency Rates: For existing mortgage pools, delinquency rates are based on the recent pool-specific experience of loans that missed their latest mortgage payments. Delinquency rate projections are in the form of a “vector” that varies over the expected life of the pool. The delinquency vector specifies the percentage of the UPB that is expected to be delinquent each month. The delinquency vector is based on assumptions that reflect macroeconomic conditions, the historical delinquency rates for the pools and the underlying borrower characteristics such as the FICO score and LTV ratio. For the recapture agreements and recaptured loans, delinquency rates are based on the experience of similar loan pools originated by Rithm Capital’s servicers and subservicers (the Company’s “Servicing Partners”) and delinquency experience over the past year. Rithm Capital believes this time period provides a reasonable sample for projecting future delinquency rates while taking into account current market conditions. Additional consideration is given to loans that are expected to become 30 or more days delinquent.

Recapture Rates: Recapture rates are based on actual average recapture rates experienced by Rithm Capital’s Servicing Partners on similar residential mortgage loan pools. Generally, Rithm Capital looks tothree tosix months’ worth of actual recapture rates, which it believes provides a reasonable sample for projecting future recapture rates while taking into account current market conditions. Recapture rate projections are in the form of a “vector” that varies over the expected life of the pool. The recapture vector specifies the percentage of the refinanced loans that have been recaptured within the pool by the servicer or subservicer. The recapture vector takes into account the nature and timeline of the relationship between the borrowers in the pool and the servicer or subservicer, the customer retention programs offered by the servicer or subservicer and the historical recapture rates.

Mortgage Servicing Amount or Excess Mortgage Servicing Amount: For existing mortgage pools, mortgage servicing amount and excess mortgage servicing amount projections are based on the actual total mortgage servicing amount, in excess of a base fee as applicable. For loans expected to be refinanced by the related servicer or subservicer and subject to a recapture agreement, Rithm Capital considers the mortgage servicing amount or excess mortgage servicing amount on loans recently originated by the related servicer over the past three months and other general market considerations. Rithm Capital believes this time period provides a reasonable sample for projecting future mortgage servicing amounts and excess mortgage servicing amounts while taking into account current market conditions.

Discount Rate: The discount rates used by Rithm Capital are derived from market data on pricing of MSRs backed by similar collateral.

Cost of subservicing: The costs of subservicing used by Rithm Capital are based on available market data for various loan types and delinquency statuses.

Rithm Capital uses different prepayment and delinquency assumptions in valuing the MSRs and Excess MSRs, relating to the original loan pools, the recapture agreements and the MSRs and Excess MSRs relating to recaptured loans. The prepayment rate and delinquency rate assumptions differ because of differences in the collateral characteristics, refinance potential and expected borrower behavior for original loans and loans which have been refinanced. The assumptions for recapture and discount rates when valuing MSRs and Excess MSRs and recapture agreements are based on historical recapture experience and market pricing.

The following table summarizes the estimated change in fair value of Rithm Capital’s interests in the Agency MSRs, owned as of December 31, 2024, given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate:

Fair value at December 31, 2024$6,413,199
Discount rate shift in %-20%-10%10%20%
Estimated fair value$7,000,981$6,694,714$6,153,899$5,914,398
Change in Estimated Fair Value:
Amount$587,782$281,515$(259,300)$(498,801)
Percentage9.2%4.4%(4.0)%(7.8)%
Prepayment rate shift in %-20%-10%10%20%
Estimated fair value$6,721,591$6,561,642$6,274,999$6,149,114
Change in Estimated Fair Value:
Amount$308,392$148,443$(138,200)$(264,085)
Percentage4.8%2.3%(2.2)%(4.1)%
Delinquency rate shift in %-20%-10%10%20%
Estimated fair value$6,426,913$6,420,396$6,405,573$6,397,516
Change in Estimated Fair Value:
Amount$13,714$7,197$(7,626)$(15,683)
Percentage0.2%0.1%(0.1)%(0.2)%
Recapture rate shift in %-20%-10%10%20%
Estimated fair value$6,359,477$6,386,356$6,440,112$6,466,991
Change in Estimated Fair Value:
Amount$(53,722)$(26,843)$26,913$53,792
Percentage(0.8)%(0.4)%0.4%0.8%

The following table summarizes the estimated change in fair value of Rithm Capital’s interests in the non-Agency MSRs, including MSR financing receivables, owned as of December 31, 2024, given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate:

Fair value at December 31, 2024$836,408
Discount rate shift in %-20%-10%10%20%
Estimated fair value$922,398$877,494$798,862$764,307
Change in Estimated Fair Value:
Amount$85,990$41,086$(37,546)$(72,101)
Percentage10.3%4.9%(4.5)%(8.6)%
Prepayment rate shift in %-20%-10%10%20%
Estimated fair value$881,658$858,407$815,646$795,919
Change in Estimated Fair Value:
Amount$45,250$21,999$(20,762)$(40,489)
Percentage5.4%2.6%(2.5)%(4.8)%
Delinquency rate shift in %-20%-10%10%20%
Estimated fair value$840,588$838,120$834,595$831,950
Change in Estimated Fair Value:
Amount$4,180$1,712$(1,813)$(4,458)
Percentage0.5%0.2%(0.2)%(0.5)%
Recapture rate shift in %-20%-10%10%20%
Estimated fair value$834,856$835,647$837,228$838,018
Change in Estimated Fair Value:
Amount$(1,552)$(761)$820$1,610
Percentage(0.2)%(0.1)%0.1%0.2%

The following table summarizes the estimated change in fair value of Rithm Capital’s interests in the Ginnie Mae MSRs, owned as of December 31, 2024, given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate:

Fair value at December 31, 2024$3,072,064
Discount rate shift in %-20%-10%10%20%
Estimated fair value$3,350,187$3,205,269$2,948,780$2,834,945
Change in Estimated Fair Value:
Amount$278,123$133,205$(123,284)$(237,119)
Percentage9.1%4.3%(4.0)%(7.7)%
Prepayment rate shift in %-20%-10%10%20%
Estimated fair value$3,222,618$3,143,401$3,006,780$2,947,250
Change in Estimated Fair Value:
Amount$150,554$71,337$(65,284)$(124,814)
Percentage4.9%2.3%(2.1)%(4.1)%
Delinquency rate shift in %-20%-10%10%20%
Estimated fair value$3,110,859$3,091,392$3,052,443$3,033,127
Change in Estimated Fair Value:
Amount$38,795$19,328$(19,621)$(38,937)
Percentage1.3%0.6%(0.6)%(1.3)%
Recapture rate shift in %-20%-10%10%20%
Estimated fair value$3,026,631$3,049,250$3,094,489$3,117,108
Change in Estimated Fair Value:
Amount$(45,433)$(22,814)$22,425$45,044
Percentage(1.5)%(0.7)%0.7%1.5%

Each of the preceding sensitivity analyses is hypothetical and is provided for illustrative purposes only. There are certain limitations inherent in the sensitivity analyses presented. In particular, the results are calculated by stressing a particular economic assumption independent of changes in any other assumption; in practice, changes in one factor may result in changes in another, which might counteract or amplify the sensitivities. Also, changes in the fair value based on a 10% variation in an assumption generally may not be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear.

Servicer Advance Investments Valuation

Rithm Capital uses internal pricing models to estimate the future cash flows related to the servicer advance investments that incorporate significant unobservable inputs and include assumptions that are inherently subjective and imprecise. Rithm Capital’s estimations of future cash flows include the combined cash flows of all of the components that comprise the servicer advance investments: existing advances, the requirement to purchase future advances, the recovery of advances and the right to the base fee component of the related MSR. The factors that most significantly impact the fair value include (i) the rate at which the servicer advance balance changes over the term of the investment, (ii) the UPB of the underlying loans with respect to which Rithm Capital has the obligation to make advances and owns the base fee component of the related MSR which, in turn, is driven by prepayment rates and (iii) the percentage of delinquent loans with respect to which Rithm Capital owns the base fee component of the related MSR. The valuation technique is based on discounted cash flows. Significant inputs used in the valuations included the assumptions used to establish the aforementioned cash flows and discount rates that market participants would use in determining the fair values of servicer advance investments.

Significant increases (decreases) in the advance balance-to-UPB ratio, prepayment rate, delinquency rate, or discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. Generally, a change in the delinquency rate assumption is accompanied by a directionally similar change in the assumption used for the advance balance-to-UPB ratio.

The following table summarizes certain information regarding the ranges and weighted averages of significant inputs used in valuing the servicer advance investments, including the base fee component of the related MSRs:

Significant Inputs
OutstandingServicer Advancesto UPB of UnderlyingResidential MortgageLoansPrepayment Rate(A)DelinquencyMortgage Servicing Amount(B)DiscountRateCollateral Weighted Average Maturity (Years)(C)
December 31, 2024(D)2.1%4.6%19.6%19.9 bps6.5%21.1
December 31, 2023(D)1.1% – 2.1%(2.1%)2.8% – 4.5%(4.4%)3.3% – 25.8%(25.3%)18.2 – 19.9(19.8) bps6.2% – 6.7%(6.2%)21.8

(A)Projected annual weighted average lifetime voluntary and involuntary prepayment rate using a prepayment vector.

(B)Mortgage servicing amount is net of 3.8 bps and 10.8 bps which represent the amounts Rithm Capital paid its servicers as a monthly servicing fee as of December 31, 2024 and 2023, respectively.

(C)Weighted average maturity of the underlying residential mortgage loans in the pool.

(D)As of December 31, 2023, servicer advance investments included those related to both SLS and Advance Purchaser, which is why we have included ranges for the significant inputs. As of December 31, 2024, the servicer advance investments relate only to Advance Purchaser.

The valuation of the servicer advance investments also takes into account the performance fee paid to the servicer, which in the case of the buyer is based on its equity returns and therefore is impacted by relevant financing assumptions such as LTV ratio and interest rate as well as advance-to-UPB ratio. All of the assumptions listed have some degree of market observability, based on Rithm Capital’s knowledge of the market, relationships with market participants, and use of common market data sources. The prepayment rate, the delinquency rate and the advance-to-UPB ratio projections are in the form of “curves” or “vectors” that vary over the expected life of the underlying mortgages and related servicer advances. Rithm Capital uses assumptions that generate its best estimate of future cash flows for each servicer advance investment, including the base fee component of the related MSR.

When valuing servicer advance investments, Rithm Capital uses the following criteria to determine the significant inputs:

Servicer advance balance: Servicer advance balance projections are in the form of a “vector” that varies over the expected life of the residential mortgage loan pool. The servicer advance balance projection is based on assumptions that reflect factors such as the borrower’s expected delinquency status, the rate at which delinquent borrowers re-perform or become current again, servicer modification offer and acceptance rates, liquidation timelines and the servicers’ stop advance and clawback policies.

Prepayment Rate: Prepayment rate projections are in the form of a “vector” that varies over the expected life of the pool. The prepayment vector specifies the percentage of the collateral balance that is expected to prepay voluntarily (i.e. pay off) and involuntarily (i.e. default) at each point in the future. The prepayment vector is based on assumptions that reflect macroeconomic conditions and factors such as the borrower’s FICO score, LTV ratio, debt-to-income ratio and vintage on a loan level basis. Rithm Capital considers collateral-specific prepayment experience when determining this vector.

Delinquency Rates: For existing mortgage pools, delinquency rates are based on the recent pool-specific experience of loans that missed recent mortgage payment(s) as well as loan- and borrower-specific characteristics such as the borrower’s FICO score, the LTV ratio, debt-to-income ratio, occupancy status, loan documentation, payment history and previous loan modifications. Rithm Capital believes the time period utilized provides a reasonable sample for projecting future delinquency rates while taking into account current market conditions.

Mortgage Servicing Amount: Mortgage servicing amounts are contractually determined on a pool-by-pool basis. Rithm Capital projects the weighted average mortgage servicing amount based on its projections for prepayment rates.

SOFR: The performance-based incentive fees on Mr. Cooper-serviced servicer advance investments portfolios are driven by SOFR-based factors. The SOFR curves used are widely used by market participants as reference rates for many financial instruments.

Discount Rate: The discount rates used by Rithm Capital are derived from market data on pricing of MSRs backed by similar collateral and the advances made thereon.

Real Estate and Other Securities Valuation

Real estate and other securities valuation methodology and results are detailed below. Increased (decreased) prepayment speeds, default rates, or loss severity assumptions would decrease (increase) valuations. Generally, a change in default rate assumption is accompanied by a directionally similar change in loss severity assumptions. Treasury securities are valued using market-based prices published by the U.S. Department of the Treasury and are classified as Level 1.

Fair Value
Asset TypeOutstanding Face AmountAmortized Cost BasisMultiple Quotes(A)Single Quote(B)TotalLevel
Government-backed securities(C)$6,672,189$6,510,235$6,450,643$—$6,450,6432
CLOs(D)243,355234,397217,04925,178242,2272 & 3
Non-Agency and other securities(D)8,962,730515,262529,14623,651552,7973
Total$15,878,274$7,259,894$7,196,838$48,829$7,245,667
Government-backed securities(C)$8,590,260$8,417,025$8,533,130$—$8,533,1302
CLOs(D)244,336223,634—226,486226,4863
Non-Agency and other securities(D)9,727,443555,239577,543—577,5433
Total$18,562,039$9,195,898$9,110,673$226,486$9,337,159

(A)Rithm Capital generally obtains pricing service quotations or broker quotations fromtwo sources. Rithm Capital evaluates quotes received, determines one as being most representative of fair value and does not use an average of the quotes. Even if Rithm Capital receives two or more quotes on a particular security that come from non-selling brokers or pricing services, it does not use an average because it believes using an actual quote more closely represents a transactable price for the security than an average level. Furthermore, in some cases, for non-Agency securities, there is a wide disparity between the quotes Rithm Capital receives. Rithm Capital believes using an average of the quotes in these cases would not represent the fair value of the asset. Based on Rithm Capital’s own fair value analysis, it selects one of the quotes which is believed to most accurately reflect fair value. Rithm Capital has not adjusted any of the quotes received in the periods presented. These quotations are generally received via email and contain disclaimers which state that they are “indicative” and not “actionable” — meaning that the party giving the quotation is not bound to purchase the security at the quoted price. Rithm Capital’s investments in government-backed securities are classified within Level 2 of the fair value hierarchy because the market for these securities is active and market prices are readily observable.

The third-party pricing services and brokers engaged by Rithm Capital (collectively, “valuation providers”) use either the income approach or the market approach, or a combination of the two, in arriving at their estimated valuations of securities. Valuation providers using the market approach generally look at prices and other relevant information generated by market transactions involving identical or comparable assets. Valuation providers using the income approach create pricing models that generally incorporate such assumptions as discount rates, expected prepayment rates, expected default rates and expected loss severities. Rithm Capital has reviewed the methodologies utilized by its valuation providers and has found them to be consistent with GAAP requirements. In addition to obtaining multiple quotations, when available, and reviewing the valuation methodologies of its valuation providers, Rithm Capital creates its own internal pricing models for Level 3 securities and uses the outputs of these models as part of its process of evaluating the fair value estimates it receives from its valuation providers. These models incorporate the same types of assumptions as the models used by the valuation providers, but the assumptions are developed independently. These assumptions are regularly refined and updated at least quarterly by Rithm Capital and reviewed by its independent valuation group, which is separate from its investment acquisition and management group, to reflect market developments and actual performance.

For 82.1% and 60.7% of non-Agency securities as of December 31, 2024 and 2023, respectively, the ranges and weighted averages of assumptions used by Rithm Capital’s valuation providers are summarized in the table below. The assumptions used by Rithm Capital’s valuation providers with respect to the remainder of non-Agency securities were not readily available.

Fair ValueDiscount RatePrepayment Rate(a)CDR(b)Loss Severity(c)
December 31, 2024$453,9784.7% – 20.0%(6.9%)0.0% – 20.0%(6.3%)0.0% – 1.9%(0.5%)0.0% – 50.0%(17.0%)
December 31, 2023$488,3144.1% – 33.5%(6.3%)0.0% – 20.0%(11.6%)0.4% – 8.0%(1.7%)17.5% – 45.0%(32.7%)

(a)Represents the annualized rate of the prepayments as a percentage of the total principal balance of the pool.

(b)Represents the annualized rate of the involuntary prepayments (defaults) as a percentage of the total principal balance of the pool.

(c)Represents the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of loss relative to the outstanding balance of the loans in default.

(B)Rithm Capital was unable to obtain quotations from more than one source on these securities.

(C)Presented within government and government-backed securities on the consolidated balance sheets.

(D)Presented within other assets on the consolidated balance sheets.

Residential Mortgage Loans Valuation

Rithm Capital, through Newrez, originates residential mortgage loans that it intends to sell into Fannie Mae, Freddie Mac and Ginnie Mae mortgage-backed securitizations. Residential mortgage loans HFS, at fair value are typically pooled together and sold into certain exit markets, depending upon underlying attributes of the loan, such as agency eligibility, product type, interest rate and credit quality. Newrez also originates non-qualified residential mortgage (“Non-QM”) loans that do not meet the qualified mortgage rules per the Consumer Financial Protection Bureau that it intends to sell to private investors. Residential mortgage loans HFS, at fair value are valued using a market approach by utilizing either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics. As these prices are derived from market observable inputs, Rithm Capital classifies these valuations as Level 2 in the fair value hierarchy. Originated residential mortgage loans HFS for which there is little to no observable trading activity of similar instruments are valued using Level 3 measurements based upon (i) internal pricing models to forecast loan level cash flows using inputs such as default rates, prepayments speeds and discount rates, or (ii) consensus pricing (broker quotes) or historical sale transactions for similar loans.

Residential mortgage loans HFS, at fair value also include nonconforming seasoned mortgage loans acquired and identified for securitization, which are valued using internal pricing models to forecast loan level cash flows based on a potential securitization exit using inputs such as default rates, prepayments speeds and discount rates, and may include adjustments based on consensus pricing (broker quotes). Residential mortgage loans HFI, at fair value include nonconforming seasoned mortgage loans acquired and not identified for sale or securitization, which are valued using internal pricing models to forecast loan level cash flows using inputs such as default rates, prepayments speeds and discount rates, and may include adjustments based on consensus pricing (broker quotes). As the internal pricing models are based on certain unobservable inputs, Rithm Capital classifies these valuations as Level 3 in the fair value hierarchy.

For non-performing loans, asset liquidation cash flows are derived based on the estimated time to liquidate the loan, the estimated value of the collateral, expected costs and estimated home price levels. Estimated cash flows for both performing and non-performing loans are discounted at yields considered appropriate to arrive at a reasonable exit price for the asset. Rithm Capital classifies these valuations as Level 3 in the fair value hierarchy.

Significant increases (decreases) in prepayment rates, delinquency rates, or discount rates, in isolation, would result in a significantly lower (higher) fair value measurement. Generally, a change in default rate assumption is accompanied by a directionally similar change in loss severity assumptions.

The following table summarizes certain information regarding the ranges and weighted averages of inputs (weighted by fair value) used in valuing residential mortgage loans HFS, at fair value classified as Level 3 as of December 31, 2024:

Performing LoansFair ValueDiscount RatePrepayment RateCDRLoss Severity
Acquired loans$17,7007.0% – 8.6%(7.9%)6.0% – 8.2%(7.9%)1.8% – 5.0%(3.1%)20.6% – 33.7%(24.0%)
Non-Performing LoansFair ValueDiscount RateAnnual Change in Home PricesCDRCurrent Value of Underlying Properties
Acquired loans$9,4668.5% – 9.3%(8.8%)8.6% – 15.8%(10.9%)1.3% – 5.1%(3.8%)264.9% – 310.3%(279.5%)

The following table summarizes certain information regarding the ranges and weighted averages of inputs (weighted by fair value) used in valuing residential mortgage loans HFS, at fair value classified as Level 3 as of December 31, 2023:

Performing LoansFair ValueDiscount RatePrepayment RateCDRLoss Severity
Acquired loans$45,5457.9% – 8.3%(8.2%)2.0% – 9.8%(5.9%)1.3% – 5.9%(2.3%)12.6% – 57.4%(29.0%)
Originated loans(A)33,2497.3%8.9%3.6%20.7%
Residential Mortgage Loans HFS, at Fair Value$78,794
Non-Performing LoansFair ValueDiscount RateAnnual Change in Home PricesLiquidation Timeline(in years)Current Value of Underlying Properties
Acquired loans$18,9447.7% – 8.2%(8.1%)3.5% – 7.2%(5.9%)5.5 – 11.0(6.5)235.7% – 896.0%(297.0%)
Originated loans(A)7,0497.3%N/A7.6N/A
Residential Mortgage Loans HFS, at Fair Value$25,993

(A)Includes inputs for 55.5% and 70.6% of originated performing and non-performing loans, respectively, classified as Level 3. The remainder of performing and non-performing loans were priced using dealer price quotes and historical sale transactions for similar loans with a range of 50.7% -100.0% (85.7%).

The following table summarizes certain information regarding the ranges and weighted averages of inputs (weighted by fair value) used in valuing residential mortgage loans HFI, at fair value classified as Level 3:

Fair ValueDiscount RatePrepayment RateCDRLoss Severity
December 31, 2024$361,8907.9% – 9.3%(8.4%)5.4% – 8.2%(8.0%)1.3% – 4.9%(3.3%)12.4% – 33.7%(26.4%)
December 31, 2023$379,0447.9% – 8.3%(8.1%)2.9% – 3.5%(3.2%)1.4% – 5.9%(4.3%)24.4% – 57.4%(46.1%)

Consumer Loans Valuation

Consumer loans are valued using internal discounted cash flow pricing models with inputs such as default rates, prepayments speeds and discount rates. Elevated (deflated) default rates or reduced (increased) recovery rates (particularly for unsecured portfolios) would depress (increase) fair value. Default rate changes are often inversely correlated with recovery rate adjustments. The following table summarizes certain information regarding the ranges and weighted averages of inputs (weighted by UPB) used in valuing consumer loans HFI, at fair value classified as Level 3 as of December 31, 2024:

Fair ValueDiscount RatePrepayment RateCDRLoss Severity(A)
SpringCastle$219,3089.2% – 10.2% (9.4%)12.9% – 38.4%(14.5%)2.3% – 17.1%(5.1%)74.2% - 100.0%(92.3%)
Marcus446,2577.9% - 17.9%(10.1%)0.0% - 23.1%(17.8%)4.0% - 50.0%(14.3%)87.5%
Consumer Loans HFI, at Fair Value$665,565

The following table summarizes certain information regarding the ranges and weighted averages of inputs (weighted by UPB) used in valuing consumer loans HFI, at fair value classified as Level 3 as of December 31, 2023:

Fair ValueDiscount RatePrepayment RateCDRLoss Severity(A)
SpringCastle$285,6328.4% – 9.4%(8.6%)9.7% – 37.3%(17.0%)1.7% – 7.1%(4.8%)82.5% – 100.0%(93.3%)
Marcus988,3739.5%22.5%6.2%93.0%
Consumer Loans HFI, at Fair Value$1,274,005

(A)Loss severity is the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of realized loss relative to the outstanding loan balance in default.

Residential Transition Loans Valuation

Rithm Capital classifies certain residential transition loans as Level 3 in the fair value hierarchy. Performing residential transition loans are valued using an income approach through internal pricing models to forecast cash flows with inputs such as default rates, prepayments speeds and discount rates, and may include adjustments based on consensus pricing (broker quotes). Non-performing residential transition loans with UPB of $55.2 million were valued using estimated liquidation cash flows, derived based on the estimated value of the collateral of $78.2 million and adjusted for estimated recoveries, costs and time to liquidate the assets.

Significant increases (decreases) in default rates, loss severity assumptions, or discount rates, in isolation, would result in a significantly lower (higher) fair value measurement. Generally, a change in default rate assumption is accompanied by a directionally similar change in loss severity assumptions.

The following table summarizes certain information regarding the weighted averages of inputs (weighted by fair value) used in valuing performing residential transition loans, at fair value classified as Level 3 as of December 31, 2024:

Fair ValueDiscount RatePrepayment RateCDRLoss Severity
Residential transition loans$2,128,8018.3% - 9.9%(8.3%)0.0% - 50.0%(45.8%)0.5% - 1.8%(0.5%)25.0%

As of December 31, 2023 the estimated fair value of originated loans approximates carrying value as most are variable-rate that reprice frequently and with minimal credit risk and severity risk. The following table summarizes certain information regarding the weighted averages of inputs (weighted by fair value) used in valuing acquired residential transition loans, at fair value classified as Level 3 as of December 31, 2023:

Fair ValueDiscount RatePrepayment RateCDRLoss Severity
Acquired residential transition loans$114,36611.0%0.0%1.8% – 2.5%(2.2%)25.0%

Derivatives and Hedging Valuation

Rithm Capital enters into economic hedges including interest rate swaps, caps and TBAs, which are categorized as Level 2 in the valuation hierarchy. Rithm Capital generally values such derivatives using quotations, similarly to the method of valuation used for Rithm Capital’s other assets that are classified as Level 2 in the fair value hierarchy. Treasury short sales represent the net of repurchase agreements and related reverse repurchase agreement lending facilities used to borrow securities to effectuate short sales of Treasury securities and are classified as Level 1.

Other commitment relates to an agreement entered into by a subsidiary of Rithm Capital with its affiliate requiring a payment under certain circumstances dependent upon amounts realized from an investment of the affiliate. It is valued at the excess of cost basis over the intrinsic value of the underlying investment and classified as Level 3 in the fair value hierarchy. In addition, Rithm Capital enters into IRLCs, which are valued using internal pricing models (i) incorporating market pricing for instruments with similar characteristics, (ii) estimating the fair value of the servicing rights expected to be recorded at sale of the loan and (iii) adjusting for anticipated loan funding probability. Both the fair value of servicing rights expected to be recorded at the date of sale of the loan and anticipated loan funding probability are significant unobservable inputs and therefore, IRLCs are classified as Level 3 in the fair value hierarchy.

The following table summarizes certain information regarding the ranges and weighted averages of inputs used in valuing IRLCs:

Fair ValueLoan Funding ProbabilityFair Value of Initial Servicing Rights (bps)
December 31, 2024$11,2940.0% – 100.0%(86.1%)1.0 – 426.7(281.8)
December 31, 2023$23,8040.0% – 100.0%(80.8%)7.0 – 331.3(210.5)

Asset-Backed Securities Issued

As of December 31, 2024 and 2023, Rithm Capital was the primary beneficiary of the SCFT 2020-A (as defined in Note 20) securitization, and therefore, Rithm Capital’s consolidated balance sheets include the asset-backed securities issued by the trust in the SCFT 2020-A securitization. Rithm Capital elected the FVO for the securities and valued them consistently with non-Agency securities described above.

The following table summarizes certain information regarding the ranges and weighted averages of inputs used in valuing asset-backed securities issued:

Fair ValueDiscount RatePrepayment RateCDRLoss Severity
December 31, 2024$185,4605.4%14.5%5.1%92.3%
December 31, 2023$235,7706.0%17.0%4.8%93.3%

Notes Receivable, Notes Receivable Financing and Loans Receivable

From time to time, Rithm Capital purchases notes and loans receivable that are generally collateralized by commercial real estate assets. Rithm Capital generally uses internal discounted cash flow pricing models to estimate the fair value of notes receivable, notes receivable financing and loans receivable. Due to the fact that the fair value of Rithm Capital’s notes receivable, notes receivable financing and loans receivable are based significantly on unobservable inputs, these are classified as Level 3 in the fair value hierarchy.

Future cash flows are generally estimated using contractual economic terms as well as significant unobservable inputs, such as the underlying collateral performance. Other significant unobservable inputs include discount rates which estimate the market participants’ required rates of return.

The following table summarizes certain information regarding the fair value and significant inputs used in valuing Rithm Capital’s notes receivable, notes receivable financing and loans receivable:

Fair ValueDiscount Rate
Notes receivable$393,7869.0%
Notes receivable financing377,2275.7%
Loans receivable31,58018.5%
Total$802,593
Notes receivable$398,227N/A
Loans receivable31,32312.6%
Total$429,550

Equity Investments at Fair Value

Rithm Capital’s 70% equity investment in a credit risk transfer LLC is valued using an internal discounted cash flow pricing model to estimate the fair value of the investment. As of December 31, 2024, the fair value of the investment was $194.4 million. As the discount rate of 11.8% used to estimate the fair value of the investment is a significant unobservable input, this investment is classified as Level 3 in the fair value hierarchy.

Consolidated CFE - Funds

Sculptor’s consolidated structured alternative investment solution, a CFE, holds investments in funds measured at fair value using the NAV per share of the underlying funds, as a practical expedient.

The following table summarizes the fair value of the investments by fund type and ability to redeem such investments as of December 31, 2024:

December 31,
20242023
Fund Type(A)Fair ValueRedemption FrequencyRedemption Notice PeriodFair ValueRedemption FrequencyRedemption Notice Period
Open-ended$172,409Monthly - Annually(B)30 days - 90 days(B)$228,698Monthly - Annually(B)30 days - 90 days(B)
Close-ended160,697None(C)N/A93,158None(C)N/A
Total$333,106$321,856

(A)The structured alternative investment solution invests in both open-ended and close-ended funds. The investments in each fund may represent investments in a particular tranche of such fund subject to different withdrawal rights.

(B)$137.4 million of investments are subject to an initial lock-up period ofthree years during which time withdrawals or redemptions are limited. Once the lock-up period ends, the investments can be redeemed with the frequency noted above.

(C)100% of these investments cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately 7 to 9 years from inception.

As of December 31, 2024 and 2023, the structured alternative investment solution had unfunded commitments of $23.8 million and $70.2 million, respectively, related to the investments presented in the table above, which will be funded by capital within the consolidated funds from its underlying open-ended funds and liquid assets.

Notes payable of the structured alternative investment solution with a fair value of $224.1 million and $218.2 million as of December 31, 2024 and 2023, respectively, and notes payable with a fair value of $735.9 million as of December 31, 2024 of consolidated CLOs are valued using independent pricing services and are classified as Level 3. The Company performs analytical procedures and compares independent pricing service valuations to other vendors’ pricing as applicable. The Company also performs due diligence reviews on independent pricing services on an annual basis and performs other due diligence procedures as may be deemed necessary. The Company measures the financial liabilities of its consolidated structured alternative investment solution based on the fair value of the financial assets of the consolidated entity under the CFE election, as the Company believes the fair value of the financial assets is more observable. The Company measures the financial assets of its consolidated CLOs based on the fair value of the financial liabilities of its consolidated CLOs. Notes payable of such consolidated CFEs are included in notes payable, at fair value and other liabilities on the Company’s consolidated balance sheets. Unrealized gain (loss) from changes in fair value and related interest is included in realized and unrealized gains (losses), net in the Company’s consolidated statements of operations. Refer to Note 20 for further details.

Consolidated Loan Securitizations

Rithm Capital has securitized certain residential mortgage loans and residential transition loans which are held as part of consolidated CFEs. A CFE is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity, and the beneficial interests have contractual recourse only to the related assets of the CFE. GAAP allows entities to elect to measure both the financial assets and financial liabilities of the CFE using the more observable of the fair value of the financial assets and the fair value of the financial liabilities of the CFE. Rithm Capital has elected the FVO for initial and subsequent recognition of the debt issued by its consolidated securitization trust and has determined that the consolidated securitization trust meets the definition of a CFE. See Note 20 for further details regarding VIEs and securitization trusts. Rithm Capital determined the inputs to the fair value measurement of the financial liabilities of its consolidated CFEs to be more observable than those of the financial assets and, as a result, has used the fair value of the financial liabilities of the consolidated CFE to measure the fair value of the financial assets of the consolidated CFE. Refer to Note 2 for the accounting policies of consolidated entities. The fair value of the debt issued by the consolidated CFE is typically valued using external pricing data, which includes third-party valuations.

The securitized residential mortgage loans and residential transition loans, which are assets of the consolidated CFEs, are included in investments, at fair value and other assets, on the Company’s consolidated balance sheets. The notes issued by the consolidated CFEs are included in notes payable, at fair value and other liabilities on the Company’s consolidated balance sheets. Unrealized gains (losses) from changes in fair value of the notes issued and assets of the consolidated CFEs and related interest are included in realized and unrealized gains (losses), net in the Company’s consolidated statements of operations. The securitized residential mortgage loans and the notes issued by the Company’s CFEs are classified as Level 2.

Residential Mortgage Loans SecuritizationsInvestments at Fair ValueNotes Payable at Fair Value
December 31, 2024$2,791,027$2,369,934
December 31, 2023$3,038,587$2,618,082

Rithm Capital classifies securitized residential transition loans as Level 3 in the fair value hierarchy because the notes payable are valued based significantly on unobservable inputs. The valuation methodology is in line with non-Agency securities described above. The following table summarizes the inputs (weighted by fair value) used in valuing the notes payable:

Residential Transition Loans SecuritizationsInvestments at Fair ValueNotes Payable at Fair ValueSpread(A)Prepayment Rate(B)CDR(C)Loss Severity(D)
December 31, 2024$962,192$859,0231.7% -11.7%(2.2%)8.0%0.8%-2.0%(1.3%)10.0%
December 31, 2023$353,594$318,9982.2% - 7.4%(2.7%)20.0%3.0%15.0%

(A)Represents the yield in excess of the risk-free rate.

(B)Represents the annualized rate of the prepayments as a percentage of the total principal balance of the pool.

(C)Represents the annualized rate of the involuntary prepayments (defaults) as a percentage of the total principal balance of the pool.

(D)Represents the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of loss relative to the outstanding balance of the loans in default.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis; that is, they are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances, such as when there is evidence of impairment. For residential mortgage loans HFS, foreclosed real estate accounted for as REO and SFR properties, Rithm Capital measures the assets at the lower of cost or fair value which may require, from time to time, a nonrecurring fair value adjustment.

As of December 31, 2024 and 2023, assets measured at fair value on a nonrecurring basis were $87.6 million and $84.8 million, respectively. The $87.6 million of assets at December 31, 2024 include approximately $66.7 million of residential mortgage loans HFS and $20.9 million of REO. The $84.8 million of assets at December 31, 2023 include approximately $78.9 million of residential mortgage loans HFS and $5.9 million of REO. The fair value of Rithm Capital’s residential mortgage loans, HFS is estimated based on a discounted cash flow model analysis using internal pricing models and is categorized within Level 3 of the fair value hierarchy.

The following table summarizes the inputs (weighted by fair value) used in valuing these residential mortgage loans:

Fair ValueDiscount RateWeighted Average Life (Years)(A)Prepayment RateCDR(B)Loss Severity(C)
Performing loans$51,0116.3% – 8.6%(7.7%)2.8 – 6.0(4.4)6.0% – 8.2%(8.0%)1.8% – 22.9%(3.6%)18.7% – 33.7%(20.7%)
Non-performing loans15,6598.5% – 9.4%(9.1%)5.2 – 6.2(5.8)1.7% – 5.4%(3.5%)1.3% – 9.3%(5.2%)12.4% – 39.9%(23.1%)
Total / Weighted Average$66,670
Performing loans$57,0386.1% – 8.3%(8.1%)5.0 – 7.9(5.9)2.0% – 6.6%(3.7%)2.6% – 5.9%(3.1%)30.5% – 57.4%(37.3%)
Non-performing loans21,8397.7% – 9.1%(8.5%)4.3 – 11.0(5.7)2.5% – 2.9%(2.7%)1.4% – 13.9%(6.8%)24.4% – 44.4%(32.9%)
Total / Weighted Average$78,877

(A)The weighted average life is based on the expected timing of the receipt of cash flows.

(B)Represents the annualized rate of the involuntary prepayments (defaults) as a percentage of the total principal balance.

(C)Loss severity is the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of realized loss relative to the outstanding loan balance in default.

The fair value of REO is estimated using a broker’s price opinion discounted based upon Rithm Capital’s experience with actual liquidation values and, therefore, is categorized within Level 3 of the fair value hierarchy. These discounts to the broker price opinion generally range from 10% –25% (weighted average of 22%), depending on the information available to the broker.

The total change in the recorded value of residential mortgage loans for which a fair value adjustment has been included in the consolidated statements of operations consists of a reversal of valuation allowance of $4.0 million, a valuation allowance of $1.9 million and a reversal of valuation allowance of $8.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The total change in the recorded value of REO for which a fair value adjustment has been included in the consolidated statements of operations consists of a valuation allowance of $2.6 million, a reversal of valuation allowance of $1.7 million and a reversal of valuation allowance of $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

  1. VARIABLE INTEREST ENTITIES

In the normal course of business, Rithm Capital enters into transactions with SPEs, which primarily consist of trusts established for a limited purpose. The SPEs have been formed for the purpose of transactions in which the Company transfers assets into an SPE in return for various forms of debt obligations supported by those assets. In these transactions, the Company typically receives cash and/or other interests in the SPE as proceeds for the transferred assets. The Company retains the right to service the transferred receivables. The Company first evaluates whether it holds a variable interest in the entity. Where the Company has a variable interest, it is required to determine whether the entity is a VIE or a VOE, the classification of which will determine the consolidation model that the Company is required to follow when determining whether it should consolidate the entity.

VIEs are defined as entities in which (i) equity at risk investors do not have the characteristics of a controlling financial interest, (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties, or (iii) substantially all of the activities of the entity are performed on behalf of the party with disproportionately few voting rights. Where an entity does not have the characteristics of a VIE, it is a VOE. A VIE is required to be consolidated by the primary beneficiary, which is defined as the party that has the power to direct the activities of a VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE.

To assess whether Rithm Capital has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, Rithm Capital considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying (i) the activities that most significantly impact the VIE’s economic performance and (ii) which party, if any, has power over those activities. To assess whether Rithm Capital has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, Rithm Capital considers all of its economic interests and applies judgment in determining whether these interests, individually or in the aggregate, are considered potentially significant to the VIE. When an SPE meets the definition of a VIE and the Company determines that it is the primary beneficiary, the Company consolidates the SPE in its consolidated financial statements.

For certain consolidated VIEs that meet the definition of a CFE, which is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity, Rithm Capital has elected to account for the assets and liabilities of these entities under the CFE measurement alternative. The CFE measurement alternative allows companies to elect to measure both the financial assets and financial liabilities of a CFE using the more observable of the fair value of the financial assets or fair value of the financial liabilities. The net equity in an entity accounted for under the CFE election effectively represents the fair value of the beneficial interests Rithm Capital owns in the entity. The assets of the consolidated CFEs can only be used to settle obligations and liabilities of these consolidated CFEs and are not available for general use by the Company. The liabilities of these consolidated CFEs are liabilities only of these entities and creditors have no recourse to the Company for the consolidated CFEs’ liabilities.

Consolidated VIEs

The assets of consolidated VIEs may only be used to settle obligations of these entities. There is no recourse to Rithm Capital Corp. for the consolidated VIEs’ liabilities.

Advance Purchaser

Rithm Capital, through a taxable wholly-owned subsidiary, is the managing member of Advance Purchaser and owns approximately 89.3% of Advance Purchaser as of December 31, 2024. Rithm Capital is deemed to be the primary beneficiary of Advance Purchaser as a result of its ability to direct activities that most significantly impact the economic performance of the entities and its ownership of a significant equity investment. See Note 14 for details.

Newrez Joint Ventures

A wholly-owned subsidiary of Newrez, Newrez Ventures LLC (formerly known as Shelter Mortgage Company LLC) (“Newrez Ventures”), is a mortgage originator specializing in retail originations. Newrez Ventures operates its business through a series of joint ventures (“Newrez Joint Ventures”) and is deemed to be the primary beneficiary of such Newrez Joint Ventures as a result of its ability to direct activities that most significantly impact the economic performance of the Newrez Joint Venture entities and its ownership of a significant equity investment.

Mortgage-Backed Securitization

The Company securitizes, sells and services residential mortgage loans. Securitization transactions typically involve the use of VIEs and are accounted for either as sales or as secured financings. Certain of these activities may involve SPEs which, by their nature, are deemed to be VIEs.

Rithm Capital sells pools of conforming mortgage loans through Agency and Ginnie Mae sponsored programs with the servicing retained by Newrez. The Company has several financing vehicles in the form of mortgage loan participation and sale agreements with financial institutions, or purchasers, to sell pools of agency residential mortgage loans.

Newrez Mortgage Participant LLC, Newrez Mortgage Participant II LLC, NPF Trust EBO I, Newrez Trust II and subsequently, Newrez Trust III were formed to acquire, receive, participate, hold, release and dispose of participation interests in certain of Newrez’s residential mortgage loans HFS (“MLHFS PC”). These facilities transfer the MLHFS PC in exchange for cash. Newrez is the primary beneficiary of the VIE and therefore consolidates the SPE. The transferred MLHFS PC is classified on the consolidated balance sheets as residential mortgage loans, HFS and the related warehouse credit facility liabilities as part of secured financing agreements. Newrez retains the risks and benefits associated with the assets transferred to the SPEs. As of September 30, 2024, Newrez Mortgage Participant LLC was terminated.

In May 2021, Newrez issued $750.0 million in notes through a securitization facility (the “2021-1 Securitization Facility”) that bear interest at 30-day SOFR plus a margin. The 2021-1 Securitization Facility is secured by newly originated, first-lien, fixed- and adjustable-rate residential mortgage loans eligible for purchase by the GSEs and Ginnie Mae. Through a master repurchase agreement, Newrez sells its originated residential mortgage loans to the 2021-1 Securitization Facility, which then issues notes to third-party qualified investors, with Newrez retaining the trust certificate. The loans serve as collateral with the proceeds from the note issuance ultimately financing the originations. The 2021-1 Securitization Facility will terminate on the earlier of (i) thethree-year anniversary of the initial closing date, (ii) the Company exercising its right to optional prepayment in full or (iii) a repurchase triggering event. The Company is the primary beneficiary of the 2021-1 Securitization Facility as it has both (i) the power to direct the activities of a VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE. As of April 30, 2024, the 2021-1 Securitization Facility was terminated.

In August 2022, Rithm Capital sponsored a securitization of mortgage loans (the “2022-SFR2 Securitization”) secured by certain single family rental properties owned by the Company (the “2022-SFR2 Properties”). The Company retained the most subordinate tranche trust certificate issued by 2022-SFR2 Securitization, classified as a VIE. During the third quarter of 2024, a related party of the Company, APM, became the property manager of the 2022-SFR2 Properties. Upon this reconsideration event, the Company reassessed its consolidation conclusion and concluded that it was now the primary beneficiary of 2022-

SFR2 Securitization, as it has power to direct the activities that most significantly impact the 2022-SFR2 Securitization’s economic performance and has an obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE. As a result, the Company consolidated 2022-SFR2 Securitization during the third quarter of 2024.

Consumer Loan Companies

Rithm Capital owns a 100% interest in a portfolio of consumer loans held through certain limited liability entities (the “Consumer Loan Companies”) that are classified as VIEs. The Company is primary beneficiary and consolidates the Consumer Loan Companies.

On September 25, 2020, the Company sponsored a securitization of a portfolio of consumer loans which issued $663.0 million of asset-backed notes (“SCFT 2020-A”). Rithm Capital retained a residual interest of securitized loans for risk retention purposes. The Company is the primary beneficiary of SCFT 2020-A, classified as a VIE, and therefore consolidates it, as it has power to redeem the notes issued by SCFT 2020-A and liquidate the structure at any time and has the obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE.

Sculptor Loan Financing Partners

In the second quarter of 2024, Sculptor launched a CLO equity investment platform to manage investments in the equity tranches of Sculptor managed CLOs in the U.S. and Europe (“Sculptor Loan Financing Partners”). The Company is the primary beneficiary of the Sculptor Loan Financing Partners, as it has both (i) the power to direct the activities of a VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE.

Commercial Investments

Rithm Capital has investments in various commercial real estate entities classified as VIEs and held through wholly-owned subsidiaries. The Company has a controlling financial interest in these VIEs as it holds substantially all of the economic interests in such VIEs. The Company is the primary beneficiary and consolidates such VIEs.

Consolidated CFEs

Loan Securitizations - Residential Transition Loans

Rithm Capital sponsored securitization trusts, classified as VIEs, that issue securitized debt collateralized by residential transition loans and for which a wholly-owned subsidiary of Rithm Capital serves as asset manager. Rithm Capital acquired all of the most subordinated trust certificates. Rithm Capital concluded that the most subordinate tranche trust certificates absorb a majority of the trusts expected losses or receive a majority of the trusts’ expected residual returns. Rithm Capital also concluded that the securitization’s asset manager has the ability to direct activities that could impact the trusts’ economic performance. As a result, Rithm Capital consolidates such trusts.

The assets of these consolidated loan securitization trusts may only be used to settle obligations of these entities and are not available to creditors of the Company. The investors in these consolidated loan securitizations have no recourse against the assets of the Company, and there is no recourse to the Company for the consolidated entities’ liabilities.

As of December 31, 2024, these trusts’ assets consist of pools of performing, adjustable-rate and fixed-rate, interest-only, residential transition loans (construction, renovation and bridge), secured by a first lien or a first and second lien on a non-owner occupied mortgaged property with original terms to maturity of up to 120 months, with an aggregate UPB of approximately $933.8 million and an aggregate principal limit of approximately $1.2 billion. Refer to Note 19 regarding the fair value measurements of consolidated loan securitizations.

Loan Securitizations - Residential Mortgage Loans

Rithm Capital sponsors the formation of certain mortgage securitization trusts, considered VIEs, to securitize performing Non-QM loans and seasoned mortgage loans. The Company consolidates certain trusts for which it is the primary beneficiary. The Company acts as the primary servicer for such trusts and therefore has the ability to direct activities that could impact these trusts’ economic performance. Generally, the Company retains a vertical tranche of notes issued by these trusts for risk retention purposes in addition to the most subordinated tranches and “interest only” interests. Such retained interests were eliminated in consolidation. Depending on the type of the securitization, the underlying pool of assets may consist of performing, amortizing and interest only, fixed rate and adjustable rate mortgage loans secured by first liens on single family residential properties, planned unit developments and condominiums.

The assets of these consolidated loan securitizations may only be used to settle obligations of these entities and are not available to creditors of the Company. The investors in these consolidated loan securitizations have no recourse against the assets of the Company, and there is no recourse to the Company for the consolidated entities’ liabilities.

During the third quarter of 2024, the Company sold “interest only” securities intwo seasoned mortgage loan securitization trusts, and it now only holds securities for risk retention purposes. The Company is not the primary beneficiary as it no longer holds significant interests in these trusts. As a result of deconsolidation, the Company derecognized $371.5 million of assets and $352.9 million of liabilities of consolidated CFEs and recognized a loss of $0.9 million presented in realized and unrealized gains (losses), net in the consolidated statements of operations. The Company continues to retain $17.7 million of notes held at fair value as of December 31, 2024.

As of December 31, 2024, the notes payable, at fair value of consolidated CFEs due to third parties had a fair value of $2.4 billion. Rithm’s retained interest in the consolidated CFEs was $0.4 billion. Refer to Note 19 regarding the fair value measurements of consolidated loan securitizations.

Funds

In the ordinary course of business, Sculptor sponsors the formation of consolidated funds that are considered VIEs. The Company consolidates certain VIEs for which it is the primary beneficiary either directly or indirectly through a consolidated entity. The assets of these consolidated funds may only be used to settle obligations of these entities and are not available to creditors of the Company, including Sculptor. The investors in these consolidated funds have no recourse against the assets of the Company, including Sculptor. There is no recourse to the Company, including to Sculptor, for the consolidated funds’ liabilities.

The Company, through Sculptor, consolidates a structured alternative investment solution, which issued notes in the aggregate principal amount of $350.0 million, of which approximately $127.8 million were retained by Sculptor and eliminated in consolidation. The retained notes consists of $20.0 million Class A notes, $20.0 million of Class C notes and $87.8 million of subordinated notes. As of December 31, 2024, the consolidated notes payable due to third parties had a fair value of $224.1 million.

Sculptor’s structured alternative investment solution entered into a $52.5 million credit facility maturing March 18, 2025. This credit facility is capped at $20.0 million of total borrowing capacity per quarter, bearing interest of SOFR plus margin of 3.0%. The facility is also subject to an annual 1.15% unused commitment fee. As of December 31, 2024, the consolidated funds have not drawn on the facility.

Additionally, the Company consolidatestwo CLO funds, managed by Sculptor, which in 2024, issued notes in the aggregate principal amount of $814.4 million, of which approximately $76.3 million, were retained by the Company and eliminated in consolidation. As of December 31, 2024, the consolidated notes payable due to third parties had a fair value of $735.9 million. The Company’s investments in CLOs are generally subordinated to other interests in the entities. Investors in the CLOs have no recourse against the Company for any losses incurred by the CLOs. The Company’s maximum exposure to loss is limited to the retained interest.

See Note 18 and Note 19 regarding the financing and fair value measurements of consolidated funds, respectively.

The table below presents the carrying value and classification of the assets and liabilities of consolidated VIEs on the consolidated balance sheets:

Advance Purchaser · Newrez Joint Ventures · Residential Mortgage Loans · Consumer Loan Companies · Sculptor Loan Financing Partners · Commercial Investments · Consolidated CFEs(A) · Total
December 31, 2024 · Loan Securitizations - Residential Transition Loans · Loan Securitizations - Residential Mortgage Loans · Consolidated Funds
Assets:
Servicer advance investments, at fair value$339,646$—$—$—$—$—$—$—$—$339,646
Residential mortgage loans, HFS, at fair value——496,420——————496,420
Consumer loans———219,308—————219,308
Assets of consolidated CFEs - investments——————962,1922,791,0271,118,3594,871,578
Cash and cash equivalents5,16321,023——10,3141,482———37,982
Restricted cash6,727—6,0876,042——7,17217,293126,158169,479
Other assets4452—11,18638,86050,79426,348—59,277186,921
Total Assets$351,540$21,475$502,507$236,536$49,174$52,276$995,712$2,808,320$1,303,794$6,321,334
Liabilities:
Secured financing agreements——384,948——————384,948
Secured notes and bonds payable258,183——185,460—————443,643
Notes payable of consolidated CFEs——————859,0232,369,934959,9584,188,915
Accrued expenses and other liabilities1,9751,854—226901,4991,09917,626140,604164,973
Total Liabilities$260,158$1,854$384,948$185,686$90$1,499$860,122$2,387,560$1,100,562$5,182,479
Assets:
Servicer advance investments, at fair value$367,803$—$—$—$—$—$—$—$—$367,803
Residential mortgage loans, HFS, at fair value——1,112,097——————1,112,097
Consumer loans———285,632—————285,632
Assets of consolidated CFEs - investments——————353,5943,038,587321,8563,714,037
Cash and cash equivalents5,38118,159———————23,540
Restricted cash8,273—6,1136,301——7,5726,26318,01352,535
Other assets9688—4,325——4,532—1,06010,614
Total Assets$381,466$18,847$1,118,210$296,258$—$—$365,698$3,044,850$340,929$5,566,258
Liabilities:
Secured financing agreements——996,845——————996,845
Secured notes and bonds payable274,404——235,770—————510,174
Notes payable of consolidated CFEs——————318,9982,618,082218,1573,155,237
Accrued expenses and other liabilities2,6062,2405,3821,507——3716,2631,76320,132
Total Liabilities$277,010$2,240$1,002,227$237,277$—$—$319,369$2,624,345$219,920$4,682,388

(A)Reflect assets of consolidated CFEs - investments, at fair value and other assets and liabilities of consolidated CFEs - notes payable, at fair value and other liabilities on the consolidated balance sheets.

Non-Consolidated VIEs

The Company transfers residential mortgage loans to securitization trusts, classified as VIEs and retains the right to service the transferred loans. The Company also retains interest in such VIEs pursuant to required risk retention regulations. The Company does not consolidate such VIEs as it is not considered the primary beneficiary. The following table summarizes the carrying value of notes issued by unconsolidated VIEs and retained by the Company, which reflects the Company’s maximum exposure to loss, as well as the UPB of transferred loans. The retained notes are presented as non-Agency RMBS, at fair value within other assets on the consolidated balance sheets:

As of and for the Year Ended December 31,
20242023
Residential mortgage loan UPB and other collateral$8,152,970$8,237,692
Weighted average delinquency(A)5.2%5.3%
Net credit losses$161,646$162,061
Face amount of debt held by third parties$7,532,832$7,596,408
Carrying value of notes retained by Rithm Capital(B)(C)$532,845$543,447
Cash flows received by Rithm Capital on these notes$94,589$91,401

(A)Represents the percentage of the UPB that is 60+ days delinquent.

(B)Includes real estate bonds retained pursuant to required risk retention regulations.

(C)Classified within Level 3 of the fair value hierarchy as the valuation is based on certain unobservable inputs including discount rate, prepayment rates and loss severity. See Note 19 for details on unobservable inputs.

The following table summarizes the Company’s involvement, through Sculptor, with VIEs that are not consolidated and is generally limited to providing asset management services and, in certain cases, investments in the VIEs. The maximum exposure to loss represents the potential loss of current investments or income and fees receivables from these entities, as well as the obligation to repay unearned revenues, primarily incentive income subject to clawback, in the event of any future fund losses, as well as unfunded commitments to certain funds that are VIEs. The Company does not provide, nor is it required to provide, any type of non-contractual financial or other support to its VIEs that are not consolidated beyond its share of capital and other commitments described in Note 26.

As of and for the Year Ended December 31,
20242023
Maximum Risk of Loss as a Result of the Company’s Involvement with Unconsolidated VIEs:
Unearned income and fees$17,268$37,468
Income and fees receivable35,72343,250
Investments577,849533,026
Unfunded commitments(A)174,530207,575
Other commitments25,521—
Maximum Exposure to Loss$830,891$821,319

(A)Includes commitments from certain current and former employees and executive managing directors in the amounts of $133.9 million and $97.5 million as of December 31, 2024 and 2023, respectively.

The following table summarizes the carrying value of the Company’s unconsolidated commercial real estate projects which reflects the Company’s maximum exposure to loss. See Note 26 regarding certain guarantees provided in connection with the investments. These investments are presented as part of equity investments within other assets on the consolidated balance sheets:

December 31,
20242023
Carrying value of commercial real estate held within unconsolidated VIEs$190,258$66,652
Carrying value of Rithm Capital’s investments in unconsolidated commercial real estate VIEs57,84629,210

The Company holds a 70% membership interest in a credit risk transfer LLC, a VIE that holds exposures in warehouse lines collateralized by residential mortgage loans. The Company does not have power to make significant decisions unilaterally over the VIE; therefore, it is not the primary beneficiary and does not consolidate the VIE. The following table summarizes the carrying value of the Company’s membership interest, which reflects the Company’s maximum exposure to loss. This equity investment is presented within other assets on the consolidated balance sheets:

December 31,
20242023
Membership interest in unconsolidated VIEs$194,410$—

Noncontrolling Interests

Noncontrolling interests represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than Rithm Capital and it is presented as a separate component of equity on the Company’s consolidated balance sheets. These interests are related to noncontrolling interests in consolidated entities that hold servicer advance investments (Note 14), the Newrez Joint Ventures, consumer loans (Note 8), asset management investments, Excess MSRs and commercial investments.

Others’ interests in the equity of consolidated subsidiaries is computed as follows:

December 31, 2024December 31, 2023
Total Consolidated EquityOthers' Ownership InterestNoncontrolling Interest in Equity of Consolidated SubsidiariesTotal Consolidated EquityOthers' Ownership InterestNoncontrolling Interest in Equity of Consolidated Subsidiaries
Advance Purchaser$91,38410.7%$9,770$104,45810.7%$11,157
Newrez Joint Ventures19,62149.5%9,68716,60749.5%8,220
Consumer Loan Companies(A)50,850—%—72,36146.5%33,748
Excess MSRs136,64520.0%27,329——%—
Commercial investments50,77810.0%4,608——%—
Asset management844,669n/m(B)39,942633,262n/m(B)40,971

Others’ interests in the net income (loss) is computed as follows:

Year Ended December 31,
202420232022
Net Income (Loss)Others’ Ownership Interest as a Percent of TotalNoncontrolling Interest in Income (Loss) of Consolidated SubsidiariesNet Income (Loss)Others’ Ownership Interest as a Percent of TotalNoncontrolling Interest in Income (Loss) of Consolidated SubsidiariesNet Income (Loss)Others’ Ownership Interest as a Percent of TotalNoncontrolling Interest in Income (Loss) of Consolidated Subsidiaries
Advance Purchaser$1,22110.7%$129$7,97810.7%$852$26,68510.7%$2,850
Newrez Joint Ventures5,15949.5%2,5541,17449.5%5815,48749.5%2,716
Consumer Loan Companies(A)3,15346.5%(2,384)14,23546.5%6,61949,89246.5%23,200
Excess MSRs26,45020.0%5,290—N/A——N/A—
Commercial investments9819.7%98—N/A——N/A—
Asset management27,370n/m(B)4,302—n/m(B)——n/m(B)—

(A)On June 28, 2024, Rithm Capital purchased the remaining 46.5% interest in the Consumer Loan Companies from Blackstone for a total purchase price of $22.0 million. Following the acquisition, Rithm Capital owns 100% interest in the Consumer Loan Companies.

(B)Percentage in the table above deemed “n/m” are not meaningful. Noncontrolling interests related to asset management investments represents the ownership interests in certain funds held by entities or persons other than the Company. These interests substantially relate to interests held by employees in real estate and energy funds managed by the Company adjusted for their capital activity and allocated earnings in such funds. Such employees’ portion of carried interest is expensed and recorded within compensation and benefits on the consolidated statements of operations and therefore excluded in the calculation of noncontrolling interests.

  1. EXPENSES, REALIZED AND UNREALIZED GAINS (LOSSES), NET AND OTHER

Other revenues consists of the following:

Year Ended December 31,
202420232022
Property and maintenance$121,293$133,424$132,432
Rental76,56173,21654,567
Other29,61829,52743,906
Total Other Revenues$227,472$236,167$230,905

General and Administrative expenses consists of the following:

Year Ended December 31,
202420232022
Legal and professional$104,459$103,795$78,837
Loan origination51,31345,123108,149
Occupancy61,30550,36782,791
Subservicing70,580130,346162,972
Loan servicing41,95817,90113,474
Property and maintenance122,58197,58293,689
Depreciation and amortization124,13180,68189,501
Information technology129,710107,347114,748
Other162,447127,960151,901
Total General and Administrative Expenses$868,484$761,102$896,062

Other Income (Loss)

The following table summarizes the components of other income (loss):

Year Ended December 31,
202420232022
Real estate and other securities$(81,064)$39,362$(1,499,418)
Residential mortgage loans and REO34,06519,861(160,985)
Derivative and hedging instruments(206,150)(54,342)1,468,931
Notes and bonds payable(7,407)(12,843)45,792
Consolidated CFEs(A)97,34017,78020,122
Other(B)(52,489)(29,274)(54,501)
Realized and unrealized losses, net(215,705)(19,456)(180,059)
Other income (loss), net57,255(40,377)(126,466)
Total Other Loss, Net$(158,450)$(59,833)$(306,525)

(A)Includes change in the fair value of the consolidated CFEs’ financial assets and liabilities and related interest and other income.

(B)Includes Excess MSRs, servicer advance investments, consumer loans, residential transition loans and other.

  1. ASSET MANAGEMENT REVENUES

The following table presents the composition of asset management revenues:

Year Ended December 31,
202420232022
Management fees$232,691$29,465$—
Incentive income287,60350,804—
Other asset management revenue—2,412—
Total Asset Management Revenues$520,294$82,681$—

The following table presents the composition of the Company’s income and fees receivable primarily through Sculptor:

December 31,
20242023
Management fees receivable$25,337$23,757
Incentive income receivable183,33535,377
Total Income and Fees Receivable$208,672$59,134

The Company recognizes management fees over the period in which the performance obligation is satisfied, and such management fees are generally recognized at the end of each reporting period. The Company records incentive income when it is probable that a significant reversal of income will not occur. The majority of management fees and incentive income receivable at each balance sheet date is generally collected during the following quarter.

The following table presents the Company’s unearned income and fees primarily through Sculptor:

December 31,
20242023
Unearned management fees$12$1
Unearned incentive income17,26837,467
Total Unearned Income and Fees$17,280$37,468

A liability for unearned incentive income is generally recognized when Sculptor receives incentive income distributions from its funds, primarily its real estate funds, whereby the distributions received have not yet met the recognition threshold of it being probable that a significant reversal of cumulative revenue will not occur. A liability for unearned management fees is generally recognized when management fees are paid to Sculptor on a quarterly basis in advance, based on the amount of AUM at the beginning of the quarter.

  1. EQUITY-BASED COMPENSATION

The Company has granted share-based compensation in the form of RSU awards, PSU awards, RSAs, Class B Profit Units (as defined below) and LTIP Profit Units (as defined below) to its officers, employees and other service providers and independent directors as well as options to its Former Manager and independent directors under the terms of the applicable incentive plans for the purpose of providing incentives and rewards for service or performance that align the interest of grantees with the long-term growth and profitability of the Company.

Share-based awards granted as compensation are measured based on the grant-date fair value of the award. The Company adjusts for forfeitures in the periods in which they occur. Share-based compensation expense is recorded within compensation and benefits in the consolidated statements of operations. For the years ended December 31, 2024, 2023 and 2022, total share-based compensation expense recognized was $49.1 million, $14.1 million and $1.3 million, respectively.

Equity-Classified Share-Based Compensation

On May 25, 2023, the Company’s stockholders adopted the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the Company’s Amended and Restated Nonqualified Stock Option and Incentive Award Plan, which became effective on May 15, 2013, as the same has been amended and restated from time to time (the “2013 Plan”). The 2013 Plan expired in accordance with its terms on April 29, 2023. We reserved 34,240,000 shares of our common stock for issuance under the 2023 Plan. Any share-based awards issued under the 2013 Plan continue to be subject to the terms and provisions of the 2013 Plan applicable to such awards.

On February 23, 2024, the Company established and the Compensation Committee of the Board approved the Rithm Capital Management LLC Long-Term Incentive Plan (the “RCM Plan”), as a sub-plan under the 2023 Plan. The RCM Plan provides for the grants of class A profits units and class B profits units (“Class B Profit Units”) in Rithm Capital Management LLC, a wholly owned subsidiary of the Company (“RCM”). The RCM Plan also allows for awards of any other class of units in RCM designated as partnership profits interests. Each award will be granted subject to a benchmark amount calculated at the time of grant with respect to each award such that the award will have no liquidation value with respect to any value below such benchmark amount. Awards of Class B Profit Units that are designated as “Share-Settled Awards” will be settled in shares of common stock in accordance with and subject to the terms and conditions set forth in the individual award agreements.

RSU Awards, PSU Awards and RSAs

The Company has granted share-based awards under the 2023 Plan in the form of RSU and PSU awards and has granted share-based awards in the form of RSAs under the 2013 Plan. RSU and PSU awards entitle the holder to receive a share of common stock or cash equal to the fair value of a share of common stock at the election of the Board, plus any dividend equivalent shares of common stock in respect of dividends declared on the common stock, at the time the award vests. RSAs and RSU awards vest over a specified service period. PSU awards vest upon the satisfaction of a service condition and subject to achieving certain performance-based targets.

The fair value of the awards granted is determined based on the public share price of common stock on the date of the grant. For RSU awards and RSAs, compensation expense is recognized using the accelerated attribution model over the vesting period. RSU awards and RSAs vest ratably over athree year period, as set forth in the applicable award agreements. For PSU awards, the Company estimates the probability that the performance criteria will be achieved and recognizes compensation expense only for those awards expected to vest using the accelerated attribution model. PSU awards vest at the end of athree-year period provided that specified performance criteria are met, as set forth in the applicable award agreements. The Company reevaluates its estimate each reporting period and recognizes a cumulative effect adjustment to expense if estimates change from the prior period. No compensation expense is recognized related to the dividend equivalent shares of common stock (awarded in the form of additional RSU or PSU awards) as they are forfeitable and the delivery of the dividend equivalent shares of common stock on outstanding RSU and PSU awards is contingent upon the vesting of the underlying awards.

Class B Profit Units

The Company has granted both time-based and performance-based vesting awards of Class B Profit Units under the RCM Plan. The time-based Class B Profit Units vest over a specified service period. The performance-based Class B Profit Units vest upon the satisfaction of a service condition and subject to achieving certain performance-based targets. The performance-based Class B Profit Units vest on the third anniversary of the grant date subject to the employee’s continued employment through the applicable vesting date (the “Service Condition”) and subject to the achievement of specified annual targets relating to the Company’s earnings available for distribution return on equity ranging between either 0% and 300% or 0% and 200%, as per the terms of the award, over athree-year performance period (the “Performance Condition”). If the performance-based Class B Profit Units have not satisfied both the Service Condition and the Performance Condition by the third anniversary of the grant date, they will be forfeited. Class B Profit Units entitle the holders to receive shares of common stock or cash equal to the fair value of the common stock shares, at the election of the Company, upon satisfaction of the applicable Service Condition and the Performance Condition, as applicable. The Class B Profit Units are entitled to pre-vesting and post-vesting dividends in the form of dividend equivalent units or cash, as applicable.

The fair value of the Class B Profit Units granted by the Company are based on the grant-date fair value, which considers the public share price of the Company’s common stock. For time-based Class B Profit Units, compensation expense is recognized using the accelerated attribution model over the vesting period. For performance-based Class B Profit Units, the Company estimates the probability that the performance criteria will be achieved and recognizes compensation expense only for those awards expected to vest using the accelerated attribution model. The Company reevaluates its estimate each reporting period and recognizes a cumulative effect adjustment to expense if estimates change from the prior period.

RSU Awards, PSU Awards, RSAs and Class B Profit Units

The table below summarizes the Company’s RSU awards, PSU awards, RSAs and Class B Profit Units granted, forfeited or vested under the 2013 Plan, 2023 Plan and RCM Plan during the year ended December 31, 2024:

Number of Shares / Units · Weighted-Average Grant-Date Fair Value
RSAsRSU AwardsPSU AwardsTime-Based Class B Profit UnitsPerformance-Based Class B Profit UnitsTotalRSAsRSU AwardsPSU AwardsTime-Based Class B Profits UnitsPerformance-Based Class B Profits Units
Unvested Shares at December 31, 2023385,3564,624,4412,647,234——7,657,031$8.65$10.40$9.52$—$—
Granted—1,578,252423,330682,8512,949,4245,633,857—10.9010.7010.7210.79
Accrued RSU and PSU dividend equivalents(A)—466,974252,10364,012280,3451,063,434—10.549.6910.7110.79
Vested(192,678)(1,409,118)———(1,601,796)8.6510.36———
Forfeited—(676,428)(101,766)——(778,194)—10.7210.42——
Unvested Shares at December 31, 2024(A)192,6784,584,1213,220,901746,8633,229,76911,974,332$8.65$10.55$9.66$10.72$10.79

(A)Number of PSU awards assumes target levels of performance are achieved for outstanding unvested PSU awards.

The weighted-average grant-date fair value of RSU awards granted for the years ended December 31, 2024 and 2023 was $10.90 and $10.41, respectively. As of December 31, 2024, total unrecognized compensation expense related to RSU awards was $29.6 million, with a weighted-average amortization period of 1.8 years. The total fair value of RSU awards vested was $14.6 million for the year ended December 31, 2024. No RSU awards vested for the years ended December 31, 2023 and 2022.

The weighted-average grant-date fair value of PSU awards granted for the years ended December 31, 2024 and 2023 was $10.70 and $9.52, respectively. As of December 31, 2024, total unrecognized compensation expense related to PSU awards was $9.9 million, with a weighted-average amortization period of 1.4 years. No PSU awards vested for the years ended December 31, 2024, 2023 and 2022.

The weighted-average grant-date fair value of RSAs granted for the year ended December 31, 2022 was $8.65. There wereno RSAs granted for the years ended December 31, 2024 or 2023. As of December 31, 2024, total unrecognized compensation expense related to RSAs was $0.4 million, with a weighted-average amortization period of 0.5 years. The total fair value of RSAs vested was $1.7 million and $1.7 million for the years ended December 31, 2024 and 2023, respectively. No RSAs vested for the year ended December 31, 2022.

The weighted-average grant-date fair value of time-based and performance-based Class B Profit Units granted for the year ended December 31, 2024 was $10.72 and $10.79, respectively. No time-based or performance-based Class B Profit Units were granted for the years ended December 31, 2023 and 2022, as the RCM Plan was established in February 2024. As of December 31, 2024, total unrecognized compensation expense related to time-based and performance-based Class B Profit Units was $26.7 million, with a weighted-average amortization period of 2.2 years. No time-based or performance-based Class B Profit Units vested for the years ended December 31, 2024, 2023 and 2022.

Options

Prior to the Internalization, the Company issued options (i) to the Former Manager and (ii) as initial one-time grants relating to 1,000 shares common stock as compensation to each new director. These options were issued pursuant to the 2013 Plan. Upon exercise, all options will be settled in an amount of cash equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price per share unless advance approval is made to settle options in shares of common stock.

On November 11, 2024, the Former Manager exercised all of its outstanding options granted in 2021. The outstanding 7,050,335 options were net settled for 0.9 million shares of common stock. The total intrinsic value of options exercised was $9.94 million for the year ended December 31, 2024. There wereno options exercised in 2023 or 2022.

The following table summarizes outstanding options as of December 31, 2024. The last sales price on the New York Stock Exchange for Rithm Capital’s common stock for the year ended December 31, 2024 was $10.83 per share.

RecipientDate ofGrant(A)Number of Unexercised OptionsOptionsExercisableas ofDecember 31, 2024Weighted-AverageExercisePrice(B)Intrinsic Value of Exercisable Options as of December 31, 2024
Independent DirectorsVarious(C)2,0002,000$10.70$—
Former Manager20171,130,9161,130,91612.84—
Former Manager20185,320,0005,320,00015.57—
Former Manager20196,351,0006,351,00014.95—
Former Manager20201,619,7391,619,73916.30—
Outstanding14,423,65514,423,655$15.16

(A)Options expire on the tenth anniversary from date of grant.

(B)The exercise prices are subject to adjustment in connection with return of capital dividends.

(C)1,000 options were granted in 2016 and 1,000 were granted in 2021.

The following table summarizes activity in outstanding options:

Number of OptionsWeighted-Average Exercise Price
December 31, 202321,473,990$13.26
Exercised(7,050,335)9.38
December 31, 202414,423,655$15.16

Liability-Classified Share-Based Compensation

In November 2023, the Company established the Sculptor Capital Management Inc. Long-Term Incentive Plan (“LTIP”) to attract, retain and provide incentives and rewards for service or performance to grantees to participate in the long-term growth and financial success of Sculptor. One million profit units (“LTIP Profit Units”) are authorized for issuance under the LTIP.

LTIP Profit Units

The LTIP Profit Units have an end date of December 31, 2028 (“End Date”) through which the LTIP Profit Units will vest subject to a service condition and the achievement of a specified minimum performance internal rate of return (“IRR”) hurdle. The LTIP Profit Units’ service condition is satisfied in three equal installments on each of the third, fourth and fifth anniversaries of the grant date. Once vested, each LTIP Profit Unit represents a right to participate in distributions from

Sculptor in accordance with a distribution waterfall dependent on the achieved performance IRR and the value realized by the Company in a monetization event or the End Date, whichever is earlier. In case of a monetization event or End Date, the vested awards are settled in cash.

LTIP Profit Units are liability-classified equity-based awards due to a cash settlement feature. As such, the fair value of these awards is initially determined at the date of grant and is remeasured at each reporting period until settlement. Compensation expense is recognized on an accelerated basis (i.e., each tranche is recognized over its respective service period), over the requisite service period to the extent the performance condition is met or deemed probable. The requisite service period for these awards was estimated to be 5 years at the time of the grant.

The Company calculates the fair value of the LTIP Profit Units at each reporting date using the risk-neutral Monte Carlo simulation pricing model which estimates the fair value of the LTIP Profit Units set over the expected term until the expected monetization event, using the risk-free interest rate and the expected volatility as inputs. The volatility used is based on historical volatility of peer companies, adjusted for size and leverage. The assumptions used are noted in the table below:

20242023
Risk-free interest rate4.2%4.2%
Expected term to monetization event (in years)3.74.7
Volatility42.0%44.2%
Discount for lack of marketability(A)17.5%20.2%

(A)The discount for lack of marketability was applied based on the Finnerty Model.

The table below summarizes the LTIP Profit Units granted, forfeited or vested under the LTIP during the year ended December 31, 2024:

Number of Shares / UnitsWeighted-Average Grant-Date Fair Value
Unvested Shares at December 31, 2023539,500$66.03
Granted32,50063.34
Vested——
Forfeited(51,000)66.03
Unvested Shares at December 31, 2024521,000$65.87

The weighted-average grant-date fair value of LTIP Profit Units granted was $63.34 and $66.03 for the years ended December 31, 2024 and 2023, respectively. No LTIP Profit Units were granted for the year ended December 31, 2022, as the LTIP was established in November 2023. As of December 31, 2024, total unrecognized compensation expense related to LTIP Profit Units was $18.6 million, with a weighted-average amortization period of 3.0 years. No LTIP Profit Units vested for the years ended December 31, 2024 and 2023.

  1. EQUITY AND EARNINGS PER SHARE

Equity and Dividends

Rithm Capital’s certificate of incorporation authorizes 2.0 billion shares of common stock, par value $0.01 per share, and 100.0 million shares of preferred stock, par value $0.01 per share.

On August 5, 2022, Rithm Capital entered into a Distribution Agreement to sell shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $500.0 million, from time to time, through an “at-the-market” equity offering program (the “ATM Program”). During the year ended December 31, 2024,6.1 million shares of common stock were issued under the ATM Program.

In February 2024, Rithm Capital’s board of directors renewed the Company’s stock repurchase program, authorizing the repurchase of up to $200.0 million of its common stock and $100.0 million of its preferred stock for the period from January 1, 2024 through December 31, 2024. The objective of the stock repurchase program is to seek flexibility to return capital when deemed accretive to stockholders. Repurchases can be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. During the year ended December 31, 2024, the Company didnot repurchase any shares of its common stock or its preferred stock. See Note 28 for additional information regarding Rithm Capital’s stock repurchase program for 2025.

On September 24, 2024, in a public offering, Rithm Capital issued 30.0 million shares of its common stock at a par value of $0.01 per share for gross proceeds of $340.2 million, before deducting estimated offering costs.

Purchases and sales of Rithm Capital’s securities by the Company’s officers and directors are subject to the Rithm Capital Corp. Insider Trading Compliance Policy.

The table below summarizes preferred shares:

Number of Shares · Liquidation Preference(A) · Dividends Declared per Share
December 31, · December 31, · Issuance Discount · Carrying Value(B) · Year Ended December 31,
Series(F) · 2024 · 2023 · 2024 · 2023 · 2024 · 2023 · 2022
Series A, issued July 2019(C)(E)6,200,0686,200,068$155,002$155,0023.15%$149,822$2.33$1.88$1.88
Series B, issued August 2019(C)(E)11,260,71211,260,712281,518281,5183.15%272,6542.261.781.78
Series C, 6.375% issued February 2020(C)15,903,34215,903,342397,584397,5843.15%385,2891.591.591.59
Series D, 7.00% issued September 2021(D)18,600,00018,600,000465,000465,0003.15%449,4891.751.751.75
Total51,964,12251,964,122$1,299,104$1,299,104$1,257,254$7.93$7.00$7.00

(A)Each series has a liquidation preference or par value of $25.00 per share.

(B)Carrying value reflects par value less discount and issuance costs.

(C)Fixed-to-floating rate cumulative redeemable preferred.

(D)Fixed-rate reset cumulative redeemable preferred.

(E)Effective August 15, 2024, dividends on the Series A and Series B accumulate at a floating rate. For the third and fourth quarter 2024 dividends, the Series A accrued dividends at a percentage of the $25.00 liquidation preference per share of the Series A equal to, prior to September 30, 2024, a floating rate of a three-month London Interbank Offered Rate (“LIBOR”) plus a spread of 5.802% and, after September 30, 2024, a three-month Chicago Mercantile Exchange (“CME”) SOFR, plus a spread adjustment of 0.261%, plus a spread adjustment of 5.802% and dividends on the Series B accumulated at a percentage of the $25.00 liquidation preference per share of the Series B preferred shares equal to, prior to September 30, 2024, a floating rate of a three-month LIBOR plus a spread of 5.640% and, after September 30, 2024, a three-month CME SOFR, plus a spread adjustment of 0.261%, plus a spread of 5.640%, respectively.

(F)Under certain circumstances upon a change of control, our Series A, Series B, Series C and Series D are convertible to shares of our common stock.

On December 16, 2024, Rithm Capital’s board of directors declared fourth quarter 2024 preferred dividends of $0.68 per share of Series A, $0.67 per share of Series B, $0.40 per share of Series C and $0.44 per share of Series D cumulative redeemable preferred stock, or approximately $4.2 million, $7.5 million, $6.3 million and $8.1 million, respectively.

Common dividends have been declared as follows:

Per Share
Declaration DatePayment DateQuarterly DividendTotal Amounts Distributed (millions)
March 21, 2022April 2022$0.25$116.7
June 17, 2022August 20220.25116.7
September 22, 2022October 20220.25118.4
December 15, 2022January 20230.25118.6
March 17, 2023April 20230.25120.8
June 23, 2023July 20230.25120.8
September 14, 2023October 20230.25120.8
December 12, 2023January 20240.25120.8
March 20, 2024April 20240.25120.9
June 18, 2024July 20240.25122.4
September 20, 2024November 20240.25129.9
December 16, 2024January 20250.25130.2

Earnings Per Share

Rithm Capital is required to present both basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated using the treasury stock method by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. The effect of dilutive securities is presented net of tax.

The following table summarizes the basic and diluted EPS calculations:

Year Ended December 31,
202420232022
Net income$941,492$630,674$983,285
Noncontrolling interests in income of consolidated subsidiaries9,9898,41728,766
Dividends on preferred stock96,45689,57989,726
Net Income Attributable to Common Stockholders$835,047$532,678$864,793
Basic weighted average shares of common stock outstanding495,479,956481,934,951468,836,718
Effect of Dilutive Securities(A)(B):
Stock options108192,388—
Common stock purchase warrants—1,112,94312,763,825
Restricted stock185,678223,99835,582
Time-based RSU awards1,980,499174,554—
Performance-based RSU awards1,444,50377,881—
Time vesting Class B Profit Units197,900——
Performance vesting Class B Profit Units309,026——
Diluted Weighted Average Shares of Common Stock Outstanding499,597,670483,716,715481,636,125
Basic Earnings per Share Attributable to Common Stockholders$1.69$1.11$1.84
Diluted Earnings per Share Attributable to Common Stockholders$1.67$1.10$1.80

(A)Certain stock options and common stock purchase warrants that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS for the periods where they were out-of-the-money or a loss has been recorded, because they would have been anti-dilutive for the period presented. There wereno anti-dilutive common stock purchase warrants for all periods presented.

(B)Awards related to stock-based compensation were included to the extent dilutive and issuable under the relevant time and/or performance measures.

  1. INCOME TAXES

Income tax expense (benefit) consists of the following:

Year Ended December 31,
202420232022
Current:
Federal$1,283$5,030$4,253
State and local1,8974164,096
Foreign9,735377—
Total current income tax expense12,9155,8238,349
Deferred:
Federal174,30676,380227,825
State and local80,91739,43043,342
Foreign(821)526—
Total deferred income tax expense254,402116,336271,167
Total Income Tax Expense$267,317$122,159$279,516

Rithm Capital intends to qualify as a REIT for each of its tax years through December 31, 2024. A REIT is generally not subject to U.S. federal corporate income tax on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements.

Rithm Capital operates various business segments, including Origination and Servicing, Asset Management and portions of the Investment Portfolio, through TRSs that are subject to regular corporate income taxes, which have been provided for in the provision for income taxes, as applicable. Refer to Note 4 for further details.

The increase in income tax expense for the year ended December 31, 2024 is primarily driven by current and deferred tax expense resulting from changes in the fair value of MSRs and loans held within taxable entities, as well as income generated by the Origination and Servicing and Asset Management segments.

The decrease in income tax expense for the year ended December 31, 2023 is primarily driven by current and deferred tax expense resulting from changes in the fair value of MSR and loans held within taxable entities, offset by income generated by the Origination and Servicing and Asset Management segments

As of December 31, 2024, Rithm Capital recorded a net deferred tax liability of $786.1 million, primarily composed of deferred tax liabilities generated through the deferral of gains from residential mortgage loans sold by the origination business and changes in fair value of MSRs, loans and swaps held within taxable entities, offset by deferred tax assets related to net operating losses and tax deductible goodwill. The net deferred tax liability is reported within accrued expenses and other liabilities in the consolidated balance sheets.

The difference between Rithm Capital’s reported provision for income taxes and the U.S. federal statutory rate of 21.0% is as follows:

December 31,
202420232022
Provision at the statutory rate21.00%21.00%21.00%
Non-taxable REIT income(7.67)%(11.14)%(3.36)%
State and local taxes4.62%3.71%4.05%
Foreign income taxes0.73%0.21%—%
Change in state tax rate2.71%1.14%—%
Foreign tax credits(0.75)%—%—%
Change in valuation allowance0.57%0.82%—%
Other0.79%0.74%0.44%
Total Provision22.00%16.48%22.13%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liability are presented below:

December 31,
20242023
Deferred Tax Assets:
Net operating losses and tax credit carryforwards(A)$226,781$169,907
Basis differences related to assets and investments77,98590,395
Goodwill186,027202,023
Fixed asset depreciation19,6582,536
Accrued expenses58,46747,086
Other4,2045,822
Total deferred tax assets573,122517,769
Less: valuation allowance(34,784)(34,563)
Net deferred tax assets538,338483,206
Deferred Tax Liabilities:
Mortgage servicing rights(1,239,428)(923,311)
Basis differences related to assets and investments(81,369)(81,061)
Other(3,682)(1,672)
Total deferred tax liability(1,324,479)(1,006,044)
Net Deferred Tax Liabilities$(786,141)$(522,838)

(A)As of December 31, 2024, Rithm Capital’s TRSs had approximately $826.8 million of net operating loss carryforwards for federal and state income tax purposes which may be available to offset future taxable income, if and when it arises. Approximately $433.6 million of federal and state net operating losses are subject to an annual Internal Revenue Code Section 382 limitation. The federal and state net operating loss carryforwards will begin to expire between 2028 and 2042. The utilization of the net operating loss carryforwards to reduce future income taxes will depend on the TRSs’ ability to generate sufficient taxable income prior to the expiration of the carryforward period.

The following table presents changes in the Company’s deferred tax asset valuation allowance for the periods indicated:

Balance at December 31, 2022$—
Sculptor Acquisition (Note 3)32,340
Net change2,223
Balance at December 31, 202334,563
Net Change221
Balance at December 31, 2024$34,784

In assessing the realizability of deferred tax assets, Rithm Capital considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. As of December 31, 2024, the Company recorded a valuation allowance of $34.8 million related to Sculptor’s foreign income tax credits with limited carryforward period available, as well as, Sculptor’s federal and New York state and city net operating losses, which are limited pursuant to Internal Revenue Code Section 382 as a result of the Company’s acquisition of Sculptor.

Rithm Capital and its TRSs file income tax returns with the U.S. federal government and various state and local jurisdictions. Generally, Rithm Capital is no longer subject to tax examinations by tax authorities for tax years ended prior to December 31, 2021. Rithm Capital recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. As of December 31, 2024, Rithm Capital has no material uncertainties to be recognized. Rithm Capital does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date.

Common stock distributions were taxable as follows:

YearDividendsper ShareOrdinaryIncomeLong-TermCapitalGainReturnofCapital
2024(A)$1.00100.00%—%—%
2023(B)1.25100.00%—%—%
2022(C)0.4141.47%—%58.53%

(A)The entire $0.25 per share dividend declared in December 2024 and paid in January 2025 is treated as received by stockholders in 2024.

(B)The entire $0.25 per share dividend declared in December 2023 and paid in January 2024 is treated as received by stockholders in 2023.

(C)The entire $0.25 per share dividend declared in December 2022 and paid in January 2023 is treated as received by stockholders in 2023.

Series A Preferred stock distributions were as follows:

YearDividendsper ShareOrdinaryIncomeLong-TermCapitalGainReturnofCapital
2024(A)$2.12100%—%—%
2023(B)1.88100%—%—%
2022(C)1.88100%—%—%

(A)The entire $0.68 per share dividend declared in December 2024 and paid in January 2025 is treated as received by stockholders in 2025.

(B)The entire $0.47 per share dividend declared in December 2023 and paid in January 2024 is treated as received by stockholders in 2024.

(C)The entire $0.47 per share dividend declared in December 2022 and paid in January 2023 is treated as received by stockholders in 2023.

Series B Preferred stock distributions were as follows:

YearDividendsper ShareOrdinaryIncomeLong-TermCapitalGainReturnofCapital
2024(A)$2.04100%—%—%
2023(B)1.78100%—%—%
2022(C)1.78100%—%—%

(A)The entire $0.67 per share dividend declared in December 2024 and paid in January 2025 is treated as received by stockholders in 2025.

(B)The entire $0.45 per share dividend declared in December 2023 and paid in January 2024 is treated as received by stockholders in 2024.

(C)The entire $0.45 per share dividend declared in December 2022 and paid in January 2023 is treated as received by stockholders in 2023.

Series C Preferred stock distributions were as follows:

YearDividendsper ShareOrdinaryIncomeLong-TermCapitalGainReturnofCapital
2024(A)$1.59100%—%—%
2023(B)1.59100%—%—%
2022(C)1.59100%—%—%

(A)The entire $0.40 per share dividend declared in December 2024 and paid in January 2025 is treated as received by stockholders in 2025.

(B)The entire $0.40 per share dividend declared in December 2023 and paid in January 2024 is treated as received by stockholders in 2024.

(C)The entire $0.40 per share dividend declared in December 2022 and paid in January 2023 is treated as received by stockholders in 2023.

Series D Preferred stock distributions were as follows:

YearDividendsper ShareOrdinaryIncomeLong-TermCapitalGainReturnofCapital
2024(A)$1.75100%—%—%
2023(B)1.75100%—%—%
2022(C)1.75100%—%—%

(A)The entire $0.44 per share dividend declared in December 2024 and paid in January 2025 is treated as received by stockholders in 2025.

(B)The entire $0.44 per share dividend declared in December 2023 and paid in January 2024 is treated as received by stockholders in 2024.

(C)The entire $0.44 per share dividend declared in December 2022 and paid in January 2023 is treated as received by stockholders in 2023.

  1. COMMITMENTS AND CONTINGENCIES

Litigation — Rithm Capital is or may become, from time to time, involved in various disputes, litigation and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of these types of proceedings, it is possible that future adverse outcomes could have a material adverse effect on its business, financial position or results of operations. Rithm Capital is not aware of any unasserted claims that it believes are material and probable of assertion where the risk of loss is expected to be reasonably possible.

Rithm Capital is, from time to time, subject to inquiries by government entities. Rithm Capital currently does not believe any of these inquiries would result in a material adverse effect on Rithm Capital’s business.

Indemnifications — In the normal course of business, Rithm Capital and its subsidiaries enter into contracts that contain a variety of representations and warranties and that provide general indemnifications. Rithm Capital’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against Rithm Capital that have not yet occurred. However, based on its experience, Rithm Capital expects the risk of material loss to be remote.

Capital Commitments — As of December 31, 2024, Rithm Capital had outstanding capital commitments related to investments in the following investment types:

MSRs and Servicer Advance Investments — Rithm Capital and, in some cases, third-party co-investors agreed to purchase future servicer advances related to certain non-Agency residential mortgage loans. In addition, Rithm Capital’s subsidiaries, NRM and Newrez, are generally obligated to fund future servicer advances related to the loans they are obligated to service. The actual amount of future advances purchased will be based on (i) the credit and prepayment performance of the underlying loans, (ii) the amount of advances recoverable prior to liquidation of the related collateral and (iii) the percentage of the loans with respect to which no additional advance obligations are made. The actual amount of future advances is subject to significant uncertainty. Refer to Notes 5 and 14 for discussion on Rithm Capital’s MSRs and servicer advance investments, respectively.

Mortgage Origination Reserves — Newrez currently originates, or has in the past originated, conventional, government-insured and nonconforming residential mortgage loans for sale and securitization. The GSEs or Ginnie Mae guarantee conventional and government insured mortgage securitizations and mortgage investors issue nonconforming private label mortgage securitizations while Newrez generally retains the right to service the underlying residential mortgage loans. In connection with the transfer of loans to the GSEs or mortgage investors, Newrez makes representations and warranties regarding certain attributes of the loans and, subsequent to the sale, if it is determined that a sold loan is in breach of these representations and warranties, Newrez generally has an obligation to cure the breach. If Newrez is unable to cure the breach, the purchaser may require Newrez to repurchase the loan.

In addition, as issuers of Ginnie Mae guaranteed securitizations, Newrez holds the right to repurchase loans that are at least 90 days’ delinquent from the securitizations at their discretion. Loans in forbearance that are three or more consecutive payments delinquent are included as delinquent loans permitted to be repurchased. While Newrez is not obligated to repurchase the delinquent loans, Newrez generally exercises its respective option to repurchase loans that will result in an economic benefit. As of December 31, 2024, Rithm Capital’s estimated liability associated with representations and warranties and Ginnie Mae repurchases was $47.2 million and $2.7 billion, respectively. See Note 5 for information regarding the right to repurchase delinquent loans from Ginnie Mae securities and mortgage origination.

Residential Mortgage Loans— As part of its investment in residential mortgage loans, Rithm Capital may be required to outlay capital. These capital outflows primarily consist of advance escrow and tax payments, residential maintenance and property disposition fees. The actual amount of these outflows is subject to significant uncertainty. See Note 7 for information regarding Rithm Capital’s residential mortgage loans.

Consumer Loans— The Consumer Loan Companies have invested in loans with an aggregate of $150.2 million of unfunded and available revolving credit privileges as of December 31, 2024. However, under the terms of these loans, requests for draws may be denied and unfunded availability may be terminated at Rithm Capital’s discretion.

SFR Properties— On February 27, 2024, Viewpoint Murfreesboro Land LLC, a wholly-owned subsidiary of Rithm Capital (“Viewpoint”), executed a purchase and sale agreement (the “PSA”) with an affiliate of BTR Group, LLC (“BTR”), BTR VM LLC, to purchase land for a purchase price of $7.0 million. In connection with the PSA, on February 27, 2024, Viewpoint entered into a fixed price design-build construction contract with BTR (the “Construction Contract”) to purchase 171 SFR properties that are scheduled to be built by BTR on the purchased land in accordance with the plans and specifications approved in accordance with entry into the Construction Contract, for an aggregate purchase price of $49.0 million. The aggregate purchase price is payable in installments in accordance with the draw schedule set forth in the Construction Contract, and delivery of the homes is expected to begin in the second quarter of 2025. As of December 31, 2024, $45.3 million of the aggregate purchase price remains outstanding.

Residential Transition Loans — Genesis and Rithm Capital had commitments to fund up to $1.3 billion and $0.2 million, respectively, of additional advances on existing mortgage loans as of December 31, 2024. These commitments are generally subject to loan agreements with covenants regarding the financial performance of the customer and other terms regarding advances that must be met before Genesis or Rithm Capital funds the commitments.

Commercial Investments — Rithm Capital has invested in various commercial real estate projects. As part of its investments, Rithm Capital is required to fund its pro rata share of future capital contributions subject to certain limitations. As of December 31, 2024, the Company has an unfunded capital commitment to fund up to $81.3 million on an existing loan to a certain commercial real estate borrower.

Fund Commitments — The Company has unfunded capital commitments of $289.0 million to certain funds Sculptor manages, of which $23.8 million relates to commitments of consolidated funds. Approximately $150.0 million of the commitments will be funded by contributions to Sculptor from certain current and former employees and executive managing directors. Sculptor expects to fund these commitments over approximately the next 6 years. Sculptor has guaranteed these commitments in the event any executive managing director fails to fund any portion when called by the fund. Sculptor has historically not funded any of these commitments and does not expect to in the future, as these commitments are expected to be funded by Sculptor’s executive managing directors individually.

Non-Recourse Carve-Out, Construction Completion, Environmental and Carry Guarantees – In connection with investments in two commercial real estate projects, Rithm Capital provided certain limited guarantees to the senior lender on the projects related to non-recourse carve outs, completion, environmental, and carry costs of the projects. The actual amount that could be called under the guarantees is subject to significant uncertainty.

Environmental Costs — As an investor in and owner of commercial and residential real estate, Rithm Capital is subject to potential environmental costs. At December 31, 2024, Rithm Capital is not aware of any environmental concerns that would have a material adverse effect on its consolidated financial position or results of operations.

Debt Covenants — Certain of the Company’s debt obligations are subject to loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in Rithm Capital’s equity or a failure to maintain a specified tangible net worth, liquidity or indebtedness to tangible net worth ratio. Refer to Note 18 for further discussion of the Company’s debt obligations.

  1. RELATED PARTY TRANSACTIONS

A party is considered to be related to the Company if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners, management and directors, as well as members of their immediate families or any other parties with which Rithm Capital may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Loan Agreement

In July 2023, an entity in which Rithm Capital has an ownership interest entered into an agreement to acquire a commercial real estate development project. Rithm Capital’s ownership interest in such entity is accounted for under the equity method and is presented within other assets on the consolidated balance sheets. Concurrently, Genesis entered into a loan agreement in the amount of $86.4 million with a remaining term of approximately 19 months unless otherwise extended with the entity. This loan is included in residential transition loans, at fair value on Rithm Capital’s consolidated balance sheets.

SFR Property Management Agreement

In January 2024, Rithm Capital entered into a property management agreement with APM, an entity in which the Company has an ownership interest, to manage certain of the Company’s SFR properties. Rithm Capital’s ownership interest in such entity is accounted for under the equity method and is presented within other assets on the consolidated balance sheets. Refer to Note 20 for additional details on the 2022-SFR2 Securitization.

Management Fees and Incentive Income Earned from Related Parties and Waived Fees

The Company earns substantially all of its management fees and incentive income from the funds, which are considered related parties as Sculptor manages the operations of and makes investment decisions for these funds.

As of December 31, 2024, approximately $1.3 billion of the Company’s AUM represented investments by Sculptor and Rithm Capital, its current executive managing directors, employees and certain other related parties in Sculptor’s funds. As of December 31, 2024, approximately 70.1% of these AUM were not charged management fees or incentive fees.

Due from Related Parties

The Company pays certain expenses on behalf of the funds. Amounts due from related parties relate primarily to reimbursements to Sculptor for these expenses. Due from related parties is presented within other assets on the consolidated balance sheets.

Investments in Funds

In the first quarter of 2022, Sculptor closed on a $350.0 million structured alternative investment solution, a collateralized financing vehicle that invests in various open-ended and closed-ended funds managed by Sculptor. Sculptor invested approximately $127.8 million in the vehicle and consolidates it. See Note 19 and Note 20 for additional details on the structured alternative investment solution.

In the second quarter of 2024, Sculptor launched Sculptor Loan Financing Partners, a CLO equity investment platform to manage investments in the equity tranches of Sculptor managed CLOs in the U.S. and Europe. The Company invested $91.4 million in the vehicle and consolidates it. See Note 19 and Note 20 for additional details on the Sculptor Loan Financing Partners.

Investments in Loan Securitizations

The Company retains beneficial interests in loan securitization trusts that it sponsors. Refer to Note 20 for additional details.

Transactions with Rithm Property Trust

In connection with the transaction with Rithm Property Trust, on June 11, 2024, RCM Manager, a subsidiary of Rithm Capital, entered into the Rithm Property Trust Management Agreement to serve as Rithm Property Trust’s external manager, and Rithm Capital acquired 2.9 million shares of Rithm Property Trust common stock for a purchase price of $14.0 million, equal to 6.4% of shares of Rithm Property Trust common stock outstanding as of December 31, 2024, pursuant to the terms of a stock purchase agreement. In addition, during the second quarter (prior to the close of the transaction with Rithm Property Trust), Rithm Property Trust issued five-year warrants to Rithm Capital, exercisable for approximately 3.3 million shares of Rithm Property Trust’s common stock.

Pursuant to the Rithm Property Trust Management Agreement, RCM Manager implements and manages Rithm Property Trust’s business strategy, investment activities and day-to-day operations subject to oversight by Rithm Property Trust’s board of directors. Additionally, the Company’s Chief Executive Officer currently serves as Rithm Property Trust’s Interim Chief Executive Officer and a member of the board of directors of Rithm Property Trust. The Company’s Chief Executive Officer does not receive any compensation from Rithm Property Trust for his role either as Interim Chief Executive Officer or a member of the board of directors.

During the first quarter of 2024 (prior to the closing of the transaction with Rithm Property Trust), the Company acquired a pool of performing and non-performing residential mortgage loans with an UPB of $245.3 million from Rithm Property Trust.

Further, during the second quarter of 2024, Newrez assumed operational servicing for mortgage loans with an UPB of approximately $562.1 million held directly by Rithm Property Trust, and servicing rights for mortgage loans with an UPB of approximately $2.9 billion in certain securitization trusts sponsored by Rithm Property Trust, which were previously serviced by an affiliate of Rithm Property Trust. For loans held directly by Rithm Property Trust, Newrez is entitled to receive an average servicing fee based on UPB of approximately 0.54% for performing loans and non-performing loans and the greater of (i) the servicing fee applicable to the underlying mortgage loan prior to foreclosure, or (ii)1.00% annually of the fair market value of the REO as reasonably determined by RCM Manager or 1.00% annually of the purchase price of any REO otherwise purchased by Rithm Property Trust for REO assets. For the servicing of the loans in the securitization trusts sponsored by Rithm Property Trust, Newrez is entitled to receive a servicing fee pursuant to the terms of the servicing agreement with each trust. As of December 31, 2024, the fair value of recognized MSRs associated with the loans in securitizations sponsored by Rithm Property Trust was approximately $38.6 million.

Other Commitments

The Company holds a derivative liability to an affiliate, which is measured at fair value. Refer to Note 17 for additional details.

  1. SUBSEQUENT EVENTS

These financial statements include a discussion of material events that have occurred subsequent to December 31, 2024, through the issuance of these consolidated financial statements. Events subsequent to that date have not been considered in these financial statements.

In February 2025, Rithm Capital’s board of directors renewed the Company’s stock repurchase program, authorizing the repurchase of up to $200.0 million of its common stock and $100.0 million of its preferred stock for the period from January 1, 2025 through December 31, 2025.

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