Rithm Capital Corp.

On September 22, 2025, the Company entered into a Distribution Agreement, dated September 22, 2025 (the "Distribution Agreement"), among the Company and BofA Securities, Inc., Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to sell shares of Common Stock (the "ATM Shares") having an aggregate offering price of up to $750 million, from time to time, through an "at-the-market"equity offering program (the"ATM Program").

The ATM Shares will be offered and sold pursuant to the Company's Registration Statement on file with the SEC. The Company filed a prospectus supplement, dated September 22, 2025, with the SEC in connection with the offer, issuance and sale of the ATM Shares (the "ATM Prospectus Supplement").

The foregoing description of the Distribution Agreement is a summary and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The Company is also filing this Current Report on Form 8-K to provide a legal opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, regarding the legality of the securities covered by the ATM Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

(d) Exhibits. The following exhibits are being filed herewith:

Distribution Agreement, dated September 22, 2025, by and among the Company and the sales agents party thereto.

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the ATM Prospectus Supplement.

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

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