Rithm Capital : 2026 Proxy Statement

April 9, 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the Annual Meeting of Stockholders of Rithm Capital Corp. (the "Annual Meeting") to be held at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001, on May 21, 2026, at 8:00 a.m., Eastern Time. The matters to be considered by the stockholders at the Annual Meeting are described in detail in the accompanying materials.

IT IS IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO

ATTEND THE ANNUAL MEETING. Let me urge you to vote today by Internet, by telephone or by completing, signing and returning your proxy card in the envelope provided.

PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO

ATTEND AND TO BE ABLE TO VOTE AT THE ANNUAL MEETING: All stockholders may vote electronically at the Annual Meeting. In addition, any stockholder may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as the proxy with power to

vote your shares on your behalf. If you are a beneficial owner of shares, you must obtain a legal proxy and a copy of the voting instruction form or other similar evidence of ownership from your broker, bank or

other holder of record in order to be able to attend and vote at the Annual Meeting. Follow the instructions from your broker or bank included with the proxy materials or contact your broker or bank to request a legal proxy form.

Sincerely,

/s/ Michael Nierenberg Michael Nierenberg

Chief Executive Officer, President and Chairman of

the Board of Directors

The annual meeting of stockholders (the "Annual Meeting") of Rithm Capital Corp., a Delaware corporation, will be held at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001, on May 21, 2026, at 8:00 a.m., Eastern Time. The matters to be considered and acted upon by stockholders at the Annual Meeting, which are described in detail in the accompanying materials, are:

1. a proposal to elect two Class I nominees to our Board of Directors to serve until the 2029 annual meeting of stockholders and until their successors are elected and duly qualified;

2. a proposal to approve the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;

3. a proposal to approve (on a non-binding advisory basis) the compensation of our named executive officers as described in the accompanying materials;

4. a proposal to approve the First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan; and

5. any other business that may properly come before the Annual Meeting and any adjournment or postponement of the annual meeting.

Stockholders of record at the close of business on the record date, April 1, 2026, will be entitled to notice of and to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings. A Proxy Statement, proxy card and self-addressed envelope are enclosed. Return the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States. You can also vote by telephone or by Internet by following the instructions provided on the proxy card. Whether or not you plan to attend the Annual Meeting, please vote by one of these three methods. If you are the record holder of your shares and you attend the meeting in person, you may withdraw your proxy and vote in person during the meeting, if you so choose.

By Order of the Board of Directors,

/s/ Philip Sivin Philip Sivin Secretary

799 Broadway, 8th Floor New York, New York 10003 April 9, 2026

https://www.rithmcap.com.

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GENERAL INFORMATION ABOUT VOTING 2

PROPOSAL NO. 1 ELECTION OF DIRECTORS 5

Information Concerning Our Directors, Including the Director Nominees 6

Compensation of Directors 9

Director Stock Ownership Guidelines 10

Determination of Director Independence 10

Statement on Corporate Governance 11

Succession Planning 11

Corporate Responsibility 12

Anti-Hedging and Pledging Policy 13

Board and Committee Meetings 13

Executive Sessions of Non-Management Directors 15

Stockholder Communications with Directors 15

REPORT OF THE AUDIT COMMITTEE 17

PROPOSAL NO. 2 APPROVAL OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 18

Proposed Independent Registered Public Accounting Firm 18

Principal Accountant Fees and Services 18

PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 20

EXECUTIVE OFFICERS 21

EXECUTIVE COMPENSATION 22

Compensation Discussion and Analysis 22

COMPENSATION COMMITTEE REPORT 33

Compensation Committee Interlocks and Insider Participation 33

Compensation Tables 34

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 48

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 49

PROPOSAL NO. 4 APPROVAL OF FIRST AMENDMENT TO THE RITHM CAPITAL CORP.

2023 OMNIBUS INCENTIVE PLAN 50

ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR 2027 ANNUAL MEETING 60

OTHER MATTERS 61

ADDITIONAL INFORMATION 61

ANNEX A: NON-GAAP FINANCIAL MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 ANNEX B: FIRST AMENDMENT TO THE RITHM CAPITAL CORP. 2023 OMNIBUS

INCENTIVE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

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This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Stockholders are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors (the "Board of Directors") of Rithm Capital Corp., a Delaware corporation, for use at the Annual Meeting of Stockholders of Rithm Capital Corp. ("Annual Meeting") to be held on May 21, 2026 and any adjournments or postponements thereof. "We," "our," "us," the "Company," "Rithm" and "Rithm Capital" each refers herein to Rithm Capital Corp. The mailing address of our executive office is 799 Broadway,

8th Floor, New York, New York 10003. Our proxy materials, including this Proxy Statement, the accompanying proxy card and Notice of Annual Meeting of Stockholders, or the Notice of Internet Availability of Proxy Materials (the "Internet Notice"), if applicable, are first being mailed to holders of our common stock, par value $0.01 per share (the "Common Stock"), on or about April 9, 2026.

At the date hereof, management has no knowledge of any business that will be presented for consideration at the Annual Meeting and which would be required to be set forth in this Proxy Statement or the related proxy materials other than the matters set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented at the Annual Meeting for consideration, it is intended that the persons

named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

At the Annual Meeting, stockholders of the Company's Common Stock will vote upon:

1. a proposal to elect two Class I nominees to our Board of Directors to serve until the 2029 annual meeting of stockholders and until their successors are elected and duly qualified;

2. a proposal to approve the appointment of Ernst & Young LLP ("EY") as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;

3. a proposal to approve (on a non-binding advisory basis) the compensation of our named executive officers as described in the accompanying materials;

4. a proposal to approve the First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the "2023 Plan"); and

5. any other business that may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

The enclosed proxy is solicited by and on behalf of our Board of Directors. The expense of preparing, printing and mailing this Proxy Statement and the proxies solicited hereby will be borne by the Company. In addition to the use of mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record as of the close of business on the record date, April 1, 2026, and will provide reimbursement for the cost of forwarding the materials.

As of the record date, April 1, 2026, 558,306,597 shares of our Common Stock were outstanding and entitled to vote. Each share of our Common Stock entitles the holder to one vote. Stockholders of record at the close of business on the record date, April 1, 2026, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Stockholder of Record. If your shares are registered directly in your name with the Company's transfer agent, Equiniti Trust Company, LLC ("Equiniti"), you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by the Company.

Street Name Holders. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name," and these proxy materials will be or have been forwarded to you by your bank or broker. The bank or broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct your bank or broker on how to vote the shares held in your account. If you wish to attend the Annual Meeting, you will need to obtain a "legal proxy" from your bank or broker.

A quorum will be present if the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote are present, in person or represented by proxy, at the Annual Meeting. If you have returned a valid proxy card, or if you hold your shares in your own name as holder of record and attend the Annual Meeting in person, your shares will be counted as present for the purpose of determining whether there is a quorum. Abstentions and broker "non-votes" (as described below) will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

If a quorum is not present, the Annual Meeting may be adjourned by the affirmative vote by holders of a majority of the shares present, in person or represented by proxy, at the Annual Meeting until a quorum has been obtained.

For the election of the nominees to our Board of Directors, the affirmative vote by holders of a plurality of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the election of directors is sufficient to elect the nominees if a quorum is present. The affirmative vote by holders of a majority of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required to approve

(i) the appointment of EY as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, (ii) the compensation of our named executive officers on a non-binding advisory basis and (iii) the First Amendment to the 2023 Plan.

Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the New York Stock Exchange (the "NYSE") rules from voting on a particular matter. Under the NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from

a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. With respect to the Annual Meeting, brokers who do not receive

instructions are not entitled to vote on (i) the election of directors, (ii) the proposal to approve (on a non-binding advisory basis) the compensation of our named executive officers or (iii) the proposal to approve the First Amendment to the 2023 Plan.

However, brokers who do not receive instructions are entitled to vote uninstructed shares on the ratification of the appointment of the independent registered public accounting firm.

A stockholder with voting power (whether as a beneficial owner of shares, a designated proxy holder or a broker with discretionary authority to vote shares) who is present, in person or represented by proxy, has the discretion to abstain from voting on a proposal or to "withhold" a vote for a director nominee. A vote "withheld" from a director nominee or a broker non-vote on a director nominee will not affect the outcome of the election of directors. Abstentions will have the same effect as a vote "against" and broker non-votes will not affect the outcome of each of (i) the proposal for the appointment of the independent registered public accounting firm, (ii) the proposal to approve (on a non-binding advisory basis) the compensation

of our named executive officers or (iii) the proposal to approve the First Amendment to the 2023 Plan.

Stockholders of Record. If you are a stockholder of record, you may instruct the proxies to vote your shares by telephone, by Internet or by signing, dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your shares of our Common Stock in person during the Annual Meeting.

If the enclosed proxy card is properly executed and returned to us in time to be voted at the Annual Meeting, it will be voted as specified on the proxy card unless it is properly revoked prior thereto. If no specification is made on the proxy card as to any one or more of the proposals, the shares of Common Stock represented by the proxy will be voted as follows:

1. FOR the election of the two Class I nominees to our Board of Directors to serve until the 2029 annual meeting of stockholders and until their successors are elected and duly qualified;
2. FOR the approval of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;
3. FOR the approval (on a non-binding advisory basis) of the compensation of our named executive officers as described in the accompanying materials;
4. FOR the approval of the First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan; and

5. in the discretion of the proxy holder on any other business that properly comes before the Annual Meeting and any adjournment or postponement thereof.

   As of the date of this Proxy Statement, we are not aware of any other matter to be raised at the Annual Meeting.

   Street Name Holders. If you are a street name holder, you will receive instructions from your bank or broker that you must follow to be able to attend the Annual Meeting or to have your shares voted at the Annual Meeting.

   As described above, if you are a beneficial owner of shares held in street name and do not provide the broker that holds your shares with specific voting instructions then, under applicable rules, the broker that holds your shares may generally vote on "routine" matters (i.e., Proposal No. 2) but cannot vote on "non-routine" matters (i.e., Proposals Nos. 1, 3 and 4). If the broker that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that broker will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares.

   Right to Revoke Proxy

   Stockholders of Record. If you are a stockholder of record, you may revoke your proxy instructions through any of the following methods:

   • send written notice of revocation, prior to the Annual Meeting, to our Secretary, Mr. Philip Sivin, at Rithm Capital Corp., 799 Broadway, 8th Floor, New York, New York 10003;

   • sign, date and mail a new proxy card to our Secretary;

   • dial the number provided on the proxy card and vote again;

   • log onto the Internet site provided on the proxy card and vote again; or

   • attend the Annual Meeting and vote your shares in person.

Street Name Holders. If you are a street name holder, you must contact your bank or broker to receive instructions as to how you may revoke your proxy instructions.

A copy of our Annual Report on Form 10-K for our most recently completed fiscal year, which has been filed with the Securities and Exchange Commission (the "SEC"), will be mailed to stockholders entitled to vote at the Annual Meeting who have elected to receive a hard copy of the proxy materials and is also available without charge to stockholders upon written request to: Rithm Capital Corp., 799 Broadway, 8th Floor, New York, New York 10003, Attention: Investor Relations. You can also find an electronic version of our Annual Report on the "Investors" section of our website (https://www.rithmcap.com).

Equiniti, our independent tabulating agent, will count the votes and act as the Inspector of Election.

We will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days of the Annual Meeting.

We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our Inspector of Election, Equiniti to examine these documents.

The Board of Directors recommends a vote:

1. FOR the election of the two Class I nominees to our Board of Directors to serve until the 2029 annual meeting of stockholders and until their successors are elected and duly qualified;
2. FOR the approval of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;
3. FOR the approval (on a non-binding advisory basis) of the compensation of our named executive officers as described in the accompanying materials; and
4. FOR the approval of the First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan.

The first proposal is to elect two Class I nominees to our Board of Directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

Our Bylaws provide that our Board of Directors shall consist of not less than three and not more than nine directors as the Board of Directors may from time to time determine. The number of directors on the Board of Directors is currently fixed at seven. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms.

Our current Board of Directors is classified as follows:

The Board of Directors has unanimously proposed David Saltzman and William D. Addas as nominees for election as Class I directors. Each of the director nominees currently serves on our Board of Directors. If elected at the Annual Meeting, Messrs. Saltzman and Addas will hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all executed proxies we receive with no specifications FOR David Saltzman and William D. Addas. If any of the nominees becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors.

Assuming a quorum is present, for the election of the director nominees to our Board of Directors, the affirmative vote by holders of a plurality of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the election of directors is sufficient to elect the nominees. Brokers who do not receive instructions are not entitled to vote on the election of directors. A vote "withheld" from a director nominee or a broker non-vote on a director nominee will not affect the outcome of the election of directors.

Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors.

Each of our directors was selected because of the knowledge, experience, skill, expertise and perspectives the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; wide range of perspectives; and the commitment to devote significant time and energy to service on the Board of Directors and its committees.

William D. Addas

Director since November 2024

Kevin J. Finnerty

Director since April 2013

Mr. Addas has been a member of our Board of Directors since November 2024. Mr. Addas has been a director of BGC Group since July 2023. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984

to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate.

Mr. Addas holds a B.A. from Brandeis University and a Juris Doctor from the George Washington University Law School. Mr. Addas's specialty finance, mortgage company and public company experience led the Board of Directors to conclude that Mr. Addas should serve as a director.

Mr. Finnerty has been a member of our Board of Directors since April 2013. Mr. Finnerty was previously an employee of Mariner Investment Group from 2005 through December 2024. Until December 2024, Mr. Finnerty was also the founding partner of Galton Capital Group, a residential mortgage credit fund manager and a former founder and Managing Partner of Mariner F.I. Capital, an investment company focused on agency-mortgage related strategies.

Previously, Mr. Finnerty was a Managing Director at J.P. Morgan Securities Inc., where he headed the Residential Mortgage Securities Department from 1999 to 2005. Prior to joining J.P. Morgan Securities Inc., Mr. Finnerty was a Senior Vice President at Freddie Mac during 1999 and headed the Mortgage-Backed Securities (MBS) Department at Union Bank of Switzerland from 1996 until 1998. Between 1986 and 1996, Mr. Finnerty was with Bear Stearns & Co. Inc., where he was a Senior Managing Director and ultimately headed the MBS Department and served as a member of the board of directors

from 1993 until 1996. From August 2005 to May 2019, Mr. Finnerty was a member of the board of Drive Shack Inc. and its Audit

Peggy Hwan Hebard

Director since January 2023

Ranjit M. Kripalani

Director since November 2024

Committee, Nominating and Corporate Governance Committee and Compensation Committee. From 2009 to 2017, Mr. Finnerty served two four-year terms on the Board of Trustees at Loyola University Maryland, including his time as Chairman of their endowment Investment Committee. Mr. Finnerty graduated from St. John's University with a B.S. in Communication Arts and a minor in Economics. Mr. Finnerty's mortgage-related securities and finance knowledge, expertise and experience led the Board of Directors to conclude that Mr. Finnerty should serve as a director.

Ms. Hebard has been a member of our Board of Directors since January 2023. Ms. Hebard has served as the Chief Financial Officer and Chief Operating Officer at the Children's Museum of Manhattan since April 2021. Additionally, from September 2018 through April 2021, Ms. Hebard served as a director of Turning Point Brands (NYSE: TPB), where she served on the Audit and Compensation committees and led a special committee overseeing strategic mergers and acquisitions. Ms. Hebard's prior work experience included

14 years as a Senior Advisor to the Executive Office and the Director's Office at The Metropolitan Museum of Art from August 2007 through April 2021. Prior to Ms. Hebard's role at The Metropolitan Museum of Art, she was a debt ratings analyst at Standard & Poor's focusing on cruise line and gaming companies, an investment banker at Credit Suisse First Boston focusing on retail and consumer products companies, a consultant at PwC working with companies in the financial services industry and an auditor at Coopers & Lybrand.

Ms. Hebard has an M.B.A. from the Yale School of Management, a master's degree in museum studies from Johns Hopkins and a B.S. from the Wharton School at the University of Pennsylvania.

Ms. Hebard holds the CFA and CPA designations. Ms. Hebard's finance and accounting knowledge and public company and strategic transaction experience led the Board of Directors to conclude that Ms. Hebard should serve as a director.

Mr. Kripalani has been a member of our Board of Directors since November 2024. From 2017 through 2023, Mr. Kripalani served as a member of the Board of Directors of Griffin Realty Trust, Inc. (NYSE: GRT) and the chair of the Compensation Committee.

Additionally, from 2014 through 2023, Mr. Kripalani served as a member of the Board of Directors of Western Asset Management Capital Corp and the chair of the Risk Committee. Mr. Kripalani has also served as a member of the Board of each of Combined Systems Incorporated and DAVI Audio since 2013 and 2019, respectively.

From 2009 to 2013, Mr. Kripalani served as the Chief Executive Officer of CRT Capital Group LLC, an institutionally focused broker dealer. Prior to joining CRT Capital Group LLC, Mr. Kripalani worked at Countrywide Capital Markets, Inc. and Countrywide Financial Corporation from 1998 to 2008, where he served in a number of roles, including as President of Capital Markets and Executive Managing Director of Countrywide Financial Corp. and Chief Executive Officer and President of Countrywide Capital Markets from 2000 to 2008. Prior to joining Countrywide,

Mr. Kripalani served as Managing Director and Head of Mortgage Trading for Chase Securities, Inc. from 1995 to 1998, and as Managing Director and Head of Mortgage Trading for PaineWebber, Inc.

Patrice M. Le Melle

Director since November 2021

Michael Nierenberg Chairman of the Board since May 2016; Director since November 2013

from 1985 to 1995. Mr. Kripalani has a B.A. degree in International Relations from Tufts University and a Graduate Diploma in Business Studies from the London School of Economics. Mr. Kripalani's extensive public company and mortgage industry experience led our Board of Directors to conclude that Mr. Kripalani should serve as a director.

Ms. Le Melle has been a member of our Board of Directors since November 2021. Ms. Le Melle is currently Associate General Counsel at Columbia University. Ms. Le Melle joined Columbia University in this role in 2008, practicing in the areas of government, general contracts, privacy and data security, sponsored research and real estate. Previously, she served as an Administrative Law Judge for the New York Department of State and as Deputy Secretary of State and Counsel to the Secretary of the State of New York. In these roles, Ms. Le Melle was crucial to providing management and legal advice and services to the Department of State operations. Ms. Le Melle

began her career as an Associate in the corporate group at the law firm Richards O'Neil, followed by a position as First Deputy General Counsel of the Off-Track Betting Corporation. Ms. Le Melle obtained her J.D. from Rutgers-Newark Law School where she was an editor of the Rutgers Law Review. Prior to attending law school, she received her B.A. from Yale University. Ms. Le Melle's government, corporate governance and data & privacy experience led our Board of Directors to conclude that Ms. Le Melle should serve as a director.

Mr. Nierenberg has been a member of our Board of Directors since November 2013 and Chairman of the Board since May 2016.

Mr. Nierenberg was appointed as our Chief Executive Officer and President on November 13, 2013. From November 2013 until

June 2022, Mr. Nierenberg served as a Managing Director at Fortress (as defined below). Additionally, Mr. Nierenberg has served as a director and the Chief Executive Officer of Rithm Property Trust Inc. ("Rithm Property Trust"), a publicly traded REIT externally managed by an affiliate of Rithm, since June 2024, and he has served as the Chief Executive Officer, Co-Chief Investment Officer and a member of the Board of Trustees of Rithm Perpetual Life Residential Trust

("R-HOME"), a non-traded REIT, since September 2025. From December 2020 until June 2022, Mr. Nierenberg also served as Chief Executive Officer and Chairman of the board of Fortress Capital Acquisition Corp., and, from January 2021 until June 2022, as a member of its Audit and Compensation Committees. Prior to becoming Chief Executive Officer of Rithm Capital, Mr. Nierenberg served as a Managing Director and head of Global Mortgages and Securitized Products at Bank of America Merrill Lynch.

Mr. Nierenberg joined Bank of America Merrill Lynch in November 2008 from JP Morgan, where he was head of Global

Securitized Products and a member of the management committee of the investment bank. Prior to his tenure at JP Morgan, Mr. Nierenberg held a range of senior leadership positions during his fourteen years with Bear Stearns & Co. Inc., including as Head of Interest Rate and Foreign Exchange Trading Operations, Co-Head of Structured Products and Co-Head of Mortgage-Backed Securities Trading.

From 2006 to 2008, he was a member of Bear Stearns's Board of Directors. Mr. Nierenberg spent seven years at Lehman Brothers prior

David Saltzman

Director since April 2013

to joining Bear Stearns and was instrumental in building the company's adjustable-rate mortgage business. Mr. Nierenberg's knowledge, skill, expertise and experience as described above led the Board of Directors to conclude that Mr. Nierenberg should serve as a director.

Mr. Saltzman has been a member of our Board of Directors since April 2013. Mr. Saltzman is a co-founder of The Atria Institute, and was previously a Partner of Two Sigma Investments, where he served from 2017 until 2021. Mr. Saltzman was the Executive Director of The Robin Hood Foundation from 1989 until 2016 and currently serves on its board of directors. Prior to joining Robin Hood, Mr. Saltzman served as the Special Assistant to the President of the Board of Education of the City of New York for three years. Before working at the Board of Education, he ran AIDS education programs for the New York City Department of Health. Mr. Saltzman began his career in public service working with homeless families for the Human Resources Administration of the City of New York, the city's Department of Social Services. Mr. Saltzman earned a Master's of Public Policy and Administration from Columbia University and a Bachelor's degree from Brown University. In 2001, Mr. Saltzman was named as one of Time Magazine's 100 Innovators. Mr. Saltzman's knowledge, skill, management expertise and experience as described above led the Board of Directors to conclude that Mr. Saltzman should serve as a director.

Our independent directors are paid in two principal ways: an annual cash retainer and an annual award of shares of our Common Stock.

Our independent directors are paid a total annual fee of $275,000 in two semi-annual installments -

1. $150,000 in shares of our Common Stock issued based on the fair market value of our Common Stock on the date of issuance and granted on the first business day after each annual stockholders' meeting and

2. $125,000 of fees paid in December in cash, or, at the election of the relevant director, by issuance of shares of our Common Stock, based on the value of our Common Stock on the date of issuance. In addition, an annual fee of $20,000 is paid to the chairperson of each of the Audit Committee and the Compensation Committee, and an annual fee of $10,000 is paid to the chairperson of each of the Nominating and Corporate Governance Committee and the Regulatory Committee. Such chairperson fees are paid in two semi-annual installments, at the same time as the payments of the directors' annual fee - (i) half in shares of our Common Stock issued based on the fair market value of our Common Stock on the date of issuance and granted on the first business day after each annual stockholders' meeting and (ii) half paid in December in cash, or at the election of the relevant director, by issuance of shares of our Common Stock, based on the value of our Common Stock on the date of issuance.

   We do not separately compensate our affiliated directors. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.

   Director Compensation Table for 2025 Fees Earned or Paid in Option

   Name	Cash(1)		Stock Awards		Awards(2)		Total
   William D. Addas . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$125,001		$150,010		$ -		$275,011
   Kevin J. Finnerty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$130,000		$155,008		$ -		$285,008
   Peggy Hwan Hebard . . . . . . . . . . . . . . . . . . . . . . . . . . .	$135,000		$160,005		$ -		$295,005
   Ranjit M. Kripalani . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$130,000		$155,008		$ -		$285,008
   Patrice M. Le Melle . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$125,000		$150,010		$ -		$275,010
   David Saltzman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$135,000		$160,005		$ -		$295,005

   1. Each director may elect to receive their respective $125,000 of fees paid in cash and the half of their committee chairperson fees paid in cash, as applicable, by issuance of shares of our Common Stock instead.

   2. As of December 31, 2025, other than 1,000 options previously awarded and held by Ms. Le Melle, none of our non-employee directors held any option awards or unvested stock awards.

      Director Stock Ownership Guidelines

      We maintain stock ownership guidelines for directors, which require each non-employee director to accumulate and hold stock valued at four times the amount of the director's annual fee paid in cash. Until such ownership level is achieved, non-employee directors must retain at least 50% of the net-after-tax value of the shares acquired in each award of equity compensation.

      Determination of Director Independence

      At least a majority of the directors serving on the Board of Directors must be independent. For a director to be considered independent, our Board of Directors must determine that the director does not have any direct or indirect material relationship with the Company. Our Board of Directors has established categorical standards to assist it in determining director independence, which conform to the independence requirements under the NYSE listing rules. Under the categorical standards, a director will not be independent if:

      1. within the preceding three years: (a) the director was employed by the Company; (b) an immediate family member of the director was employed by the Company as an executive officer; (c) the director or an immediate family member of the director received more than $120,000 per year in direct compensation from the Company or any controlled affiliate (other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service)); (d) the director was employed by or affiliated with the independent registered public accounting firm of the Company; (e) an immediate family member of the director was employed by the independent registered public accounting firm of the Company as a partner, principal or manager; or (f) an executive officer of the Company was on the compensation committee of a company which employed the director, or which employed an immediate family member of the director, as an executive officer; or

      2. he or she is an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company is the greater of $1 million or two percent of such other company's consolidated gross annual revenues.

Whether directors are considered independent under these categorical independence tests and all other relevant facts and circumstances is reviewed and made public annually prior to our annual meeting of stockholders. The Board of Directors has determined that each of Mses. Hebard and Le Melle and Messrs. Addas, Finnerty, Kripalani and Saltzman are independent for purposes of NYSE Rule 303A and that each such director has no material relationship with the Company.

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board of Directors consists of a majority of independent directors (in accordance with the rules of the NYSE). Our Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee and Regulatory Committee are each composed entirely of independent directors.

We have adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and a Code of Ethics for Principal Executive Officers and Senior Financial Officers, which together delineate our standards for our officers and directors and our employees. We make available, free of charge through a link on our website under the "Investors" section, our annual reports on Form 10-K, quarterly reports on

Form 10-Q, current reports on Form 8-K and amendments to such reports, if any, as filed with the SEC as soon as reasonably practicable after such filing. Our site also contains our Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officers and Senior Financial Officers, our Corporate Governance Guidelines, our Regulation FD Policy, our Accounting and Auditing Whistleblower Policy and the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. Our website address is https://www.rithmcap.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this Proxy Statement.

As mentioned above, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that the Company files with, or submits to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

This code is supplemented by our Code of Ethics for Principal Executive Officers and Senior Financial Officers, which sets forth specific policies to guide the Company's senior officers in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above. The Company intends to disclose any material changes in or waivers from either code applicable to the Company's executive officers or directors by posting such information on our website.

In addition, the Company has adopted the Rithm Capital Corp. Insider Trading Compliance Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities.

The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. Mr. Nierenberg serves as our Chief Executive Officer and Chairman of the Board of Directors. The Board of Directors believes that having Mr. Nierenberg serve as both Chief Executive Officer and Chairman is an appropriate, effective and efficient leadership structure, and has determined that combining the Chief Executive Officer and Chairman roles provides for clear accountability and leadership responsibility and facilitates effective decision-making and a cohesive corporate strategy. The Board of Directors periodically reviews the Company's leadership structure. The Company does not have a lead independent director; however, an independent director presides over the executive sessions. For additional information, see "Executive Sessions of Non-Management Directors."

The Board of Directors is responsible for planning for succession to the position of Chief Executive Officer, as well as certain other senior management positions. The Nominating and Corporate Governance Committee shall develop and recommend to the Board of Directors for approval succession plans for the Chief Executive Officer and certain other senior management positions. To assist the Nominating and Corporate Governance Committee, the Chief Executive Officer shall periodically provide the Nominating

and Corporate Governance Committee with an assessment of persons considered potential successors to the Chief Executive Officer and other senior management positions.

We believe in championing our customers, employees and communities through empowerment, as well as action. We are committed to conducting operations and activities in a sustainable manner and continually aim to find new ways to improve our corporate sustainability through energy efficiency, conservation and waste reduction across our family of companies. In December 2025, we acquired Paramount Group, Inc. (together with its subsidiaries, "Paramount"), a vertically integrated REIT that owns and operates Class A office properties in New York City and San Francisco. Paramount is committed to sustainability leadership, demonstrated by achieving Leadership in Energy and Environmental Design (LEED) Platinum or Gold designations, ENERGY STAR labels and Fitwel certifications across its portfolio. Additionally, at all of

our operating companies, we encourage our colleagues and customers to "go green" or paperless where applicable. In particular, our mortgage company is continuing a successful initiative, through which we encourage customers to switch to paperless billing and communications while we support tree planting efforts across the United States and globally. As of December 31, 2025, approximately 52% of customers opt for paperless and reduce their carbon footprint through this effort. Additionally, at our mortgage company, we provide our customers with opportunities to learn about conserving energy in their homes and use technology to digitally streamline the loan process. We are focused on encouraging energy conservation, and Paramount specifically is focused on reducing both energy consumption and greenhouse gas emissions. Our mortgage company is committed to reducing waste in our operations. Additionally, the mortgage company launched a recycling program in one of our largest offices that has been adopted by the building landlord for use by

all tenants.

We are committed to making a positive impact on our communities and employees. The understanding that strong communities and high rates of homeownership help communities thrive is integral to our work, and we believe that strong communities are built on a foundation of stable housing. That is why we are committed to supporting financial inclusion and first-time homebuyers by providing educational resources and grants to help them achieve their dream of homeownership. For example, within our mortgage company, we have an Affordable Housing and Equity in Home Ownership (AH&EHO) strategy, which connects our business model to our corporate responsibility mission. These programs aim to expand access to affordable and sustainable mortgage programs, while advancing economic opportunities for low- to moderate-

income borrowers. Our mortgage company's affordable housing strategies include:

1. an enterprise-wide initiative to formulate and implement affordable housing strategies across each channel; and

2. working to expand and deepen engagement with mission-focused Community Development Financial Institutions and Small Financial Institutions.

Further, outside of our affordable housing initiatives, we and our operating companies maintain various philanthropic initiatives. Rithm's philanthropic efforts focus on community, education and economic empowerment and include partnerships with nonprofits, such as New York Cares and Harlem Village Academies. Our subsidiary, Sculptor Capital Management, Inc. (together with its subsidiaries, "Sculptor") executes its philanthropy through its Sculpting Change initiative, which focuses on activities and contributions to support families, sustainability, economic and educational progress and veterans. Crestline Management,

L.P. (together with its subsidiaries, "Crestline"), an alternative asset manager that we acquired in December 2025, provides firmwide philanthropy opportunities with organizations such as Habitat for Humanity and Community Food Bank of Fort Worth, while also providing employees with additional days of paid time off to volunteer in their community for organizations they care about. Further, Paramount supports community engagement and philanthropy through employee volunteerism, including volunteer paid time off, philanthropic contributions, matching donations and donation drives, while partnering with tenants to amplify their collective impact to create stronger communities together.

Our mortgage company's philanthropic arm, Newrez NOW (Neighborhood Outreach Works), helps support the following community service opportunities for our employees: (i) volunteer paid time off;

(ii) matching gifts of up to $1,000 per person per year for qualifying charitable giving; (iii) a "Corporate

Grants" program focusing on employee-nominated local organizations; (iv) a "Community Engagement Council" program at our main office locations that empowers our employees to lead philanthropic giving in their communities; and (v) annual fundraising and campaign opportunities for consumers to engage with our major fundraising campaigns.

We also incorporate climate risk and environmental and governance considerations over the investment lifecycle, viewing such considerations as an important component in underwriting and complementary to our risk monitoring across investment disciplines. 100 percent of each of Sculptor's and Crestline's credit strategy invested capital is covered by their respective responsible investment policies. Additionally, each of Sculptor and Crestline is a signatory to, and seeks to align its responsible investment practices with, the tenets set out by the United Nations Principles for Responsible Investment. Sculptor also conducts ongoing corporate responsibility quarterly monitoring and regular committee reviews and database training. Crestline meets quarterly to address corporate and investment initiatives and provides training to all employees.

Pursuant to our policies and procedures for transacting in Company securities, including our Insider Trading Compliance Policy, all of our directors, executive officers and employees are prohibited from engaging in any transaction intended to hedge or minimize losses in the Company's securities, including engaging in transactions in puts, calls or other derivatives of the Company's securities or short-selling the Company's securities. Additionally, such policies also provide that all of our directors, executive officers and employees are prohibited from engaging in margin trading or pledges of the Company's securities as collateral.

During the year ended December 31, 2025, our Board of Directors held 11 meetings of the Board of Directors. No director attended fewer than 75 percent of all meetings of our Board of Directors and the committees on which such director served. The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and

the Regulatory Committee. During 2025, the Audit Committee met four times, the Compensation Committee met four times, the Nominating and Corporate Governance Committee met one time, and the Regulatory Committee met four times. Although director attendance at the Company's annual meeting each year is encouraged, the Company does not have an attendance policy. All of our then-current directors attended our annual meeting of stockholders in 2025.

Audit Committee. Our Board of Directors has a standing Audit Committee composed entirely of independent directors. The current members of the Audit Committee are Ms. Hebard (Chairperson) and Messrs. Addas and Finnerty, each of whom has been determined by our Board of Directors to be independent in accordance with the NYSE listing rules and the SEC's audit committee independence standards. Ms. Hebard has served as the Chairperson of the Audit Committee since May 25, 2023. The purpose of the Audit Committee is to provide assistance to the Board of Directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting the Board of Director's oversight of the following: (a) the integrity of the Company's financial statements, earnings releases, the disclosures under the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Forms 10-K and 10-Q and significant accounting policies; (b) the Company's compliance with legal and regulatory requirements; (c) the qualifications and independence of the Company's independent registered public accounting firm; (d) the performance of the Company's internal audit function and the appointment, compensation, performance and retention of the Company's independent registered public accounting firm; and (e) cybersecurity risk management. The Audit Committee operates pursuant to a charter, which is available on our website, https://www.rithmcap.com.

The Board of Directors has determined that Ms. Hebard, our Audit Committee Chairperson, qualifies as an "Audit Committee Financial Expert" as defined by the rules of the SEC, and as noted above, our Board of Directors has determined that Ms. Hebard is independent under NYSE and SEC standards.

Compensation Committee. Our Board of Directors has a standing Compensation Committee composed entirely of independent directors. The members of the Compensation Committee are currently Ms. Hebard and Messrs. Addas, Finnerty and Saltzman (Chairperson), each of whom has been determined by our Board of Directors to be independent in accordance with the NYSE listing rules. The responsibilities of the Compensation Committee include, but are not limited to, the following: (a) overseeing the design of our executive compensation programs, policies and practices; (b) determining the types and amounts of compensation for our named executive officers; (c) administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan, of the Company; (d) making recommendations to our Board of Directors regarding director compensation; (e) reviewing and discussing with management our compensation discussion and analysis included in our annual proxy statement; and

(f) preparing the compensation committee report as required under SEC rules. Our Compensation Committee may delegate its authority to a subcommittee consisting of two or more members. The charter of the Compensation Committee is available on our website, https://www.rithmcap.com.

The compensation paid to our named executive officers during 2025 is discussed under "Compensation Discussion and Analysis" included herein.

Each member of the Compensation Committee is a "non-employee director" as defined under

Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as being an independent director under the NYSE listing standards and other applicable laws, rules and regulations.

Nominating and Corporate Governance Committee. Our Board of Directors has a standing Nominating and Corporate Governance Committee composed entirely of independent directors. The current members of the Nominating and Corporate Governance Committee are Ms. Le Melle and Messrs. Finnerty (Chairperson) and Kripalani, each of whom has been determined by our Board of Directors to be an independent director in accordance with the NYSE listing rules. The functions of the Nominating and Corporate Governance Committee include, without limitation, the following: (a) recommending to the Board of Directors for both election and re-election the individuals qualified to be nominated as directors of the Company and on committees of the Board of Directors; (b) advising the Board of Directors with respect to the composition, procedures and committees of the Board of Directors; (c) advising the Board of Directors with respect to the corporate governance principles applicable to the Company; (d) overseeing the evaluation of the Board of Directors; and (e) developing and recommending succession planning to the Board of Directors. The charter of the Nominating and Corporate Governance Committee is available on our website, https://www.rithmcap.com.

The Nominating and Corporate Governance Committee, as required by the Company's Bylaws, will consider director candidates recommended by stockholders. See "Director Nomination Process" below for additional information. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate and may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Regulatory Committee. Our Board of Directors has a standing Regulatory Committee composed entirely of independent directors. The current members of the Regulatory Committee are Ms. Le Melle and Mr. Kripalani (Chairperson), each of whom has been determined by our Board of Directors to be an independent director in accordance with the NYSE listing rules. The functions of the Regulatory Committee include, without limitation, the following: (a) overseeing the Company's overall regulatory compliance programs, policies and procedures, the Company's efforts to identify and manage significant compliance exposure and the Company's material regulatory examinations; (b) assisting the Audit Committee with reviewing internal audit findings, risk assessment findings or outstanding regulatory issues; (c) supervising any investigation into significant potential or actual failures to comply with law or regulation; (d) reporting to the Board of Directors with respect to the Company's regulatory compliance activities; and (e) in conjunction with the Audit Committee, overseeing cybersecurity risk management. You may obtain a copy of the charter by writing to the Company at 799 Broadway 8thFloor, New York, New York 10003, Attention: Investor Relations.

Director Nomination Process. The Company's Bylaws provide certain procedures that a stockholder must follow to nominate persons for election to the Board of Directors. Nominations for director at an

annual stockholder meeting must be submitted in writing to the Company's Secretary at Rithm Capital Corp., 799 Broadway, 8thFloor, New York, New York 10003. The Secretary must receive the notice of a stockholder's intention to introduce a nomination at an annual stockholders meeting (together with certain required information set forth in the Company's Bylaws) within the time frames set forth below under "Advance Notice for Stockholder Nominations and Proposals for 2027 Annual Meeting."

The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director of the Company are, taking into account such person's familiarity with the Company, possession of such knowledge, experience, skills, expertise and integrity as would enhance the Board of Directors' ability to manage and direct the affairs and business of the Company, including, when applicable, the ability of committees of the Board of Directors to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or the NYSE listing rules.

In addition to considering a director-candidate's background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board of Directors and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Nominating and Corporate Governance Committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. Our evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. The Nominating and Corporate Governance Committee strives to nominate individuals with a variety of complementary skills and perspectives.

Board Role in Risk Oversight. The Company's risk management, including cybersecurity risk, is overseen by the Chief Executive Officer and Chief Risk Officer, who receive reports directly from other officers and individuals who perform services for the Company. Cybersecurity risk is also overseen by our Chief Information Security Officer who leads our cybersecurity program. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company's credit, liquidity and operations, including risks and contingencies associated with each area. As discussed under "Regulatory Committee", the Board of Directors established the Regulatory Committee to further assist with risk oversight. The Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company's corporate strategy and day-to-day business operations.

Executive sessions of the non-management directors occur during the course of the year. "Non-management directors" include all directors who are not officers of the Company. The non-management director presiding at those sessions may rotate from meeting to meeting among the chair of each of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.

The Company provides the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board of Directors to provide comments, to report concerns or to ask a question, at the following address:

Rithm Capital Corp. Attn: Secretary

799 Broadway, 8th Floor New York, New York 10003

Stockholders may contact the non-management directors (including the director who presides over the executive sessions of non-management directors, the non-management directors as a group or the Audit Committee as a group) at the address above.

All communications received as set forth in the preceding paragraph will be reviewed by our Legal Department, for the sole purpose of determining whether the contents represent a message to the members of the Board of Directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairperson of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

In accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Report of the Audit Committee shall not be incorporated by reference into any of the Company's future filings made under the Exchange Act and shall not be deemed to be "soliciting material" or to be "filed" under the Exchange Act or the Securities Act of 1933, as amended.

The Audit Committee operates under a written charter approved by the Board of Directors, consistent with the corporate governance rules issued by the SEC and the NYSE. The Audit Committee's charter is available on the Company's website, https://www.rithmcap.com. The members of the Audit Committee hold executive sessions during the course of the year.

The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. It is not the duty of the Audit Committee to prepare the Company's financial statements, to plan or conduct audits or to determine that the Company's financial statements are complete and accurate in accordance with generally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The independent registered public accounting firm is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the Company's internal control over financial reporting, including a review of management's and the independent registered public accounting firm's assessments of and reports on the effectiveness of internal control over financial reporting and any significant deficiencies or material weaknesses.

The Audit Committee has reviewed and discussed with management the audited financial statements in the annual report on Form 10-K.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC, including the auditor's judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable PCAOB requirements and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2025, for filing with the SEC. The Audit Committee and the Board of Directors also have recommended, subject to stockholder approval, the appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

EY, independent registered public accountants, served as the independent registered public accounting firm for us and our subsidiaries for the fiscal years ended December 31, 2025 and 2024. The Audit Committee of the Board of Directors has appointed EY to be our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that the selection of the independent registered public accounting firm be submitted for approval by the stockholders at the Annual Meeting.

Representatives of EY will be present at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from stockholders.

Assuming a quorum is present, the affirmative vote by holders of a majority of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required to approve the appointment of EY as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Brokers who do not receive instructions are entitled to vote on the ratification of the appointment of the independent registered public accounting firm under this Proposal No. 2. Abstentions will have the same effect as a vote "against" and broker non-votes will not affect the outcome of this Proposal No. 2 for the appointment of the independent registered public accounting firm.

During the most recent two fiscal years, we engaged EY to provide us with audit, audit-related and tax services. Services provided included the audit of annual financial statements, audit of internal control over financial reporting, interim reviews of unaudited quarterly financial information and reviews of filings with the SEC. The following table summarizes the aggregate fees billed for professional services provided to the Company by EY for the years ended December 31, 2025 and 2024:

2025 . . . . . . . . . . . . . . . . . . . . . . . $9,154,384 $405,950 $ 203,863 $ - $ 9,764,197

2024 . . . . . . . . . . . . . . . . . . . . . . . $8,422,753 $385,700 $1,758,670 $ - $10,567,123

Audit Fees. Audit fees are fees and out-of-pocket expenses for the audit of the Company's consolidated financial statements, the audit of the Company's internal control over financial reporting, interim reviews of the Company's quarterly reports on Form 10-Q, required audits of certain subsidiaries and required

reviews of SEC filings, including with respect to equity offerings.

Audit-Related Fees. Audit-related fees include fees for a service organization control report for a subsidiary, an employee benefit plan audit, and the performance of agreed upon procedures on certain information included within private placement memoranda corresponding to the issuance of collateralized debt.

Tax Fees. Tax fees are related to tax planning, compliance and tax return preparation for the Company and certain subsidiaries.

EY also provides audit, audit-related, tax consulting and compliance services to entities that we do not consolidate, including services provided to funds managed by the Company. During 2025, fees for these services were approximately $9,457,350 for audit fees, $603,738 for audit-related fees and $1,323,338 for tax fees. These services are provided to, and paid by, the funds managed by Sculptor or other entities we do

not consolidate and therefore are not included in the above table.

The Audit Committee has considered all services provided by the independent registered public accounting firm to us and has concluded this involvement is compatible with maintaining the auditors' independence.

The Audit Committee is responsible for appointing the Company's independent registered public accounting firm and approving the terms of the independent registered public accounting firm's services. All engagements for services in the most recent fiscal year were pre-approved by the Audit Committee. The Audit Committee has a policy requiring the pre-approval of all audit and permissible non-audit services to be provided by the independent registered public accounting firm.

The following proposal, also known as a "say-on-pay" vote, gives our stockholders the opportunity to vote to approve or not approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed below in the section entitled "Executive Compensation" of this Proxy Statement.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices with respect to our named executive officers. We are providing this vote as required by Section 14A of the Exchange Act, which was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Our Board of Directors and Compensation Committee believe that the overall design and function of the Company's executive compensation program are appropriate and effective in aligning the interests of the Company, management and the Company's stockholders and that management is properly incentivized to manage the Company in a prudent manner. Accordingly, we are asking our stockholders to vote "FOR" the adoption of the following resolution:

"RESOLVED, that the stockholders of Rithm Capital Corp. advise that they approve the compensation of the named executive officers of the Company, as disclosed pursuant to the compensation disclosure rules of the SEC under Item 402 of Regulation S-K (which disclosure shall include the Compensation Discussion and Analysis, the related compensation tables and related narrative discussion and any other related material included herein)."

Although the vote is non-binding, our Board of Directors and Compensation Committee value the opinions expressed by our stockholders in their vote on this proposal and will review and consider the outcome of the vote in connection with their ongoing evaluation of the Company's executive compensation program. We expect to hold our next non-binding advisory vote on executive compensation at our 2027 Annual Meeting of Stockholders.

Assuming a quorum is present, the affirmative vote by holders of a majority of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote thereon is required for approval of this proposal. Abstentions will have the same effect as a vote "against"; failures to vote and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

The following table shows the names and ages of our executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.

Introduction

Our compensation program is designed to align management incentives with the long-term interests of our stockholders. This Compensation Discussion and Analysis describes our business performance, compensation philosophy and our 2025 compensation decisions.

In 2025, the Company built on its strategic momentum, further expanding its diversified asset management business and delivering continued growth across its segments. In evaluating 2025 compensation outcomes, the Compensation Committee considered the Company's financial performance, strategic execution and progress in advancing its long-term business objectives.

Key financial accomplishments for our management team in 2025 included:

• Delivered Strong Earnings:

  • Generating GAAP (as defined below) Net Income of $567.2 million and GAAP Net Income per diluted share of $1.04(a);

  • Generating EAD(b)(as defined below) of $1.28 billion and EAD(b)per diluted share of $2.35(a), representing approximately a 12% increase from 2024(b)(c);

• Produced Solid Returns, including a total economic return(d)of 9%, a GAAP return on average equity ("ROE") of 8%(e)and an EAD ROE(b)(e)of 19%;

• Increased Book Value(f), ending the year with a book value of $12.66 per common share after our quarterly dividend payouts, approximately 1% above year-end 2024;

• Maintained Significant Liquidity, sustaining $1.7 billion of total cash and liquidity(g)as of December 31, 2025, despite a volatile market environment and multiple notable acquisitions; and

• Returned Capital to Stockholders, paying common dividends of $1.00 per share, or $542.6 million in aggregate, during 2025.

  Key strategic accomplishments for our management team during 2025 included:

• Executed Two Strategic Acquisitions, expanding our asset management platform and significantly enhancing our commercial real estate exposure:

  • Acquired Paramount, including its portfolio of Class A office properties in New York City and San Francisco; and

  • Acquired Crestline, growing our product offerings in direct lending and private credit and adding an insurance platform for future growth.

• Meaningfully Expanded Rithm Capital Asset Management Platform, including by:

  • Entering into a strategic investment partnership, with a third party investor focused on residential transition loans ("RTLs");

  • Launching an evergreen non-traded REIT, R-HOME, focused on investments in residential and household loan products;

  • Completing the first close of an asset-backed finance fund;

  • Developing a fund financing framework across Rithm Capital fund products with key counterparties;

  • Continuing the growth of assets under management ("AUM") to $63 billion(h)as of December 31, 2025, while generating gross inflows of $4.6 billion at Sculptor in 2025, primarily through real estate and tactical credit products; and

  • Integrating Crestline into the asset management platform, which demonstrated strong investment performance across its strategies and a 15% year-over-year increase in management fee revenue.

• Diversified Our Portfolio and Expanded Our Capital Activity, deploying $3.6 billion of capital (including for our acquisitions), while maintaining an average of approximately $1.7 billion of total cash and liquidity(g)throughout the year, through activity including:

  • Broadening financings, adding approximately $8.5 billion of debt capacity, which increased liquidity while expanding non-recourse and non-mark-to-market term financing, resulting in savings of approximately $38 million in annualized debt service;

  • Raising $190 million gross proceeds from the issuance of $7.6 million of 8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock;

  • Raising $500 million gross proceeds from the issuance of our 8.00% Senior Unsecured Notes due 2030 and completing the redemption of the remaining $275 million of the Company's outstanding Senior Unsecured Notes due 2025; and

  • Raising $300 million from the issuance of 32.9 million shares of common stock through the Company's "at-the-market" equity offering program.

• Generated Strong Operating Performance at Genesis Capital and Newrez Franchises

  • Producing record RTL origination volume of $4.80 billion at Genesis Capital, representing 33.3% year-over-year growth, expanded total sponsor base, with 41.0% year-over-year total sponsor growth, and maintained strong credit performance; and

  • Producing strong performance in Newrez originations and servicing, posting a pre-tax operating income of $1.1 billion(i), origination funded production volume of $63.3 billion for the full year 2025, a year-over-year increase of 7%, a refinance recapture rate of 38% and increased third party servicing.

1. Per diluted share calculations for both Generally Accepted Accounting Principles ("GAAP") Net Income and Earnings Available for Distribution ("EAD") are based on 546,091,491 weighted average diluted common shares outstanding for the year ended December 31, 2025.

2. EAD and EAD per share are non-GAAP financial measures. Refer to Annex A for a discussion and reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure.

3. GAAP Net Income and EAD per diluted share for the year ended December 31, 2024 were $1.67 and

   $2.10 per diluted share, respectively. Per diluted share calculations for both GAAP Net Income and EAD were based on 499,597,670 weighted average diluted common shares outstanding for the year ended December 31, 2024.

4. Total economic return represents Rithm book value change from December 31, 2024 to December 31, 2025, plus common dividends declared during that time, divided by Rithm book value as of December 31, 2024.

5. GAAP Net Income ROE for the year ended December 31, 2025 is calculated based on GAAP Net Income for the year ended December 31, 2025, divided by the average book value for the year ended December 31, 2025. EAD ROE for the year ended December 31, 2025 is calculated based on EAD for the year ended December 31, 2025, divided by the average book value for the year ended December 31, 2025.

6. Book value per share is based on common shares outstanding of 555,880,947 as of December 31, 2025. Book value per share as of December 31, 2024 was $12.56 and was based on common shares outstanding of 520,656,256 as of December 31, 2024.

7. Cash and liquidity includes cash and available undrawn financing.

8. AUM represents assets for which the Company and its affiliates provide investment management, advisory or certain other investment-related services. AUM generally includes (i) the net asset value of managed accounts, open-ended and closed-end funds or the gross asset value of real estate and real estate funds, as applicable, (ii) uncalled capital commitments and (iii) the par value of structured credit vehicles. AUM includes amounts that are not subject to management fees, incentive income or other amounts earned on AUM. Our calculation of AUM is intended to provide a consistent and comparable

   measure of managed assets across its businesses; however, it is not based on any specific regulatory definition and may differ from similarly titled measures presented by other asset managers and, as a result, may not be comparable.

9. Excludes the net of hedge mortgage servicing rights mark-to-market loss and other non-operating items of $(467.5) million.

   These results informed the Compensation Committee's determination that 2025 compensation outcomes appropriately reflected both the Company's performance and management's execution against its strategic objectives.

   Our Named Executive Officers for 2025

   For the fiscal year ended December 31, 2025, our named executive officers were as follows:

   • Michael Nierenberg, Chairman of the Board of Directors, Chief Executive Officer and President;

   • Nicola Santoro, Jr., Chief Financial Officer, Chief Accounting Officer and Treasurer; and

   • David Zeiden, Chief Legal Officer.

     Role of the Compensation Committee in Executive Compensation

     Our Compensation Committee made all decisions regarding the compensation levels of our named executive officers relating to fiscal year 2025 compensation. It is our Compensation Committee's responsibility to:

   • oversee the design of our executive compensation programs, policies and practices;

   • determine the types and amounts of compensation for our named executive officers; and

   • review and approve the adoption, termination and amendment of, and to administer and, as appropriate, make recommendations to our Board of Directors regarding, our incentive compensation plans.

Our objective is to provide a market-based executive compensation program tied to performance and aligned with the interests of our stockholders.

Role of the Independent Compensation Consultant

Our Compensation Committee reviews the competitiveness of our executive compensation programs and recent governance trends relating to executive compensation when determining the compensation levels for our named executive officers. To assist the Compensation Committee in this process, our Compensation Committee retained FW Cook as its independent compensation consultant to provide advice on our executive compensation practices. FW Cook does no work for our management team that is not under the Compensation Committee's purview and provides no other services to us and our affiliates. Representatives of FW Cook attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. During 2025, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under applicable NYSE

rules and concluded the retention of FW Cook did not raise any conflicts of interest.

Role of Executive Officers in Executive Compensation

The Compensation Committee takes into consideration recommendations from Mr. Nierenberg on the compensation of named executive officers other than himself. Our Compensation Committee took

Mr. Nierenberg's recommendations into account in making its determinations with respect to the base salaries for Messrs. Santoro and Zeiden, and for the earned incentive compensation payable to Messrs. Santoro and Zeiden, but ultimately all determinations with respect to the compensation of all of our named executive officers were made by the Compensation Committee in its sole discretion.