Rithm Capital Corp.

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Our sponsorship of and investment in Rithm Acquisition Corp. may expose us to increased risks and liabilities.

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In the first quarter of 2025, we sponsored the $230.0 million initial public offering of Rithm Acquisition Corp., a special purpose acquisition company (“SPAC”), formed for the purpose of entering into a business combination with one or more businesses, with a focus on businesses in the financial services, real estate and infrastructure sectors. Through our subsidiary Rithm Acquisition Corp Sponsor LLC, we own substantially all of the SPAC’s outstanding Class B ordinary shares and have the power to significantly influence the SPAC’s activities prior to the completion of a business combination. There are a number of risks associated with our sponsorship of Rithm Acquisition Corp., including, but not limited to, the following:

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•we may lose all or a portion of our investment in Rithm Acquisition Corp. if it does not execute a business combination during the finite permitted time period;

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•there is substantial uncertainty regarding, among other things, potential litigation risks associated with transactions executed by SPACs and whether regulatory, tax or other authorities will implement additional or adverse policies relating to, or initiate additional enforcement actions targeting, SPACs and SPAC investments; and

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•regulatory scrutiny of and enforcement activities directed toward SPACs and other blank check companies have increased and may continue to increase. For example, in January 2024, the SEC adopted new rules that impose significant additional procedural and disclosure requirements on initial public offerings by SPACs and in business combination transactions involving SPACs and private operating companies. The SEC has also brought enforcement actions against SPACs and their sponsors for misleading claims in advance of proposed business combinations. In addition, litigation challenging completed and pending acquisitions by SPACs has increased, and in such litigation, it is possible that sponsors and/or their director designees may be held liable either for breaches of fiduciary duties owed to the SPAC’s public stockholders or for certain actions or omissions by the SPAC, including the failure by the SPAC to comply with applicable securities laws. Litigation has also arisen asserting that SPACs are violating federal securities laws by operating as unregistered investment companies. Any liabilities arising from these developments could adversely impact our business as well as harm our reputation.