Rithm Capital Corp

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

Remediation of Previously Disclosed Material Weakness

We previously identified and disclosed in our Amended 2023 Form 10-K/A for the year ended December 31, 2023, as well as in our Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 and our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024, a material weakness in our internal control over financial reporting. The material weakness related to the accounting treatment over consolidation of private label mortgage securitization trusts classified as VIEs. Specifically, we identified a deficiency in the design of the Company’s controls relating to the review of the consolidation accounting conclusions for private label mortgage securitization trusts. As a result, certain private label mortgage securitization trusts were incorrectly accounted for as unconsolidated VIEs rather than consolidated VIEs

As of December 31, 2024, we have completed our remediation activities including testing of the design and concluding on the operating effectiveness of the related enhanced controls. The remediation enhancement included, but was not limited to:

–involvement of external subject matter experts to advise management where necessary or where management determines the application of accounting considerations is particularly complex;

–quarterly formal review of new as well as existing transactions by a cross functional team (including accounting, legal and business) to identify changes to existing transactions that could impact previous accounting conclusions; and

–enhancement of documentation and review surrounding significant accounting judgments and key criteria supporting management’s conclusions.

Based upon the above, we believe the steps taken have improved the effectiveness of our internal control over financial reporting and we have determined that these enhanced controls are operating effectively.

Management’s Report on Internal Control Over Financing Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•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 all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.

Based on our assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This report appears at the beginning of Item 8. “Consolidated Financial Statements.”

Changes in Internal Control Over Financial Reporting

Except as described above, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.