Rithm Capital (RITM): what its 10-K says it depends on

Customers

Fannie Mae

earns fromnamed as a risk

Should NRM or Newrez fail to maintain FHA, Fannie Mae or Freddie Mac approval, NRM or Newrez may be unable to purchase or hold MSRs associated with FHA-insured, Fannie Mae and/or Freddie Mac loans, which could limit our potential business activities.Risk factors (Item 1A)

Also named by ABR, AGNC, BAC, CBRE, DX, FICO, FSUN, JLL and 7 more

Freddie Mac

earns fromnamed as a risk

Downgrades in servicer ratings could adversely affect our ability to finance our assets and maintain their status as an approved servicer by Fannie Mae and Freddie Mac.Risk factors (Item 1A)

Also named by ABR, AGNC, BAC, CBRE, DX, FICO, FSUN, LEN and 5 more

Rithm Property Trust

earns fromnamed as a risk

Termination or non-renewal of the Rithm Property Trust Management Agreement would result in the loss of our incentive income therefrom and may adversely affect our business, financial condition and results of operations.Risk factors (Item 1A)

Suppliers

Rocket Companies, Inc.

depends on · 20.0% of our Company-issued non-Agency securitiesnamed as a risk

With respect to our third-party subservicers, we have counterparty risk, with 20.0% of our Company-issued non-Agency securities being serviced by Rocket and 18.0% being serviced by Onity Group Inc. (formerly known as Ocwen Financial Corporation) as of December 31, 2025 and 5.5% and 3.6% of our interests in MSRs being subserviced by PHH Mortgage Corporation (“PHH”) and Valon Mortgage, Inc. (“Valon”), respectively.Risk factors (Item 1A)

Onity Group Inc.

depends on · 18.0% of our Company-issued non-Agency securitiesnamed as a risk

With respect to our third-party subservicers, we have counterparty risk, with 20.0% of our Company-issued non-Agency securities being serviced by Rocket and 18.0% being serviced by Onity Group Inc. (formerly known as Ocwen Financial Corporation) as of December 31, 2025 and 5.5% and 3.6% of our interests in MSRs being subserviced by PHH Mortgage Corporation (“PHH”) and Valon Mortgage, Inc. (“Valon”), respectively.Risk factors (Item 1A)

PHH Mortgage Corporation

depends on · 5.5% of our interests in MSRsnamed as a risk

With respect to our third-party subservicers, we have counterparty risk, with 20.0% of our Company-issued non-Agency securities being serviced by Rocket and 18.0% being serviced by Onity Group Inc. (formerly known as Ocwen Financial Corporation) as of December 31, 2025 and 5.5% and 3.6% of our interests in MSRs being subserviced by PHH Mortgage Corporation (“PHH”) and Valon Mortgage, Inc. (“Valon”), respectively.Risk factors (Item 1A)

Valon Mortgage, Inc.

depends on · 3.6% of our interests in MSRsnamed as a risk

With respect to our third-party subservicers, we have counterparty risk, with 20.0% of our Company-issued non-Agency securities being serviced by Rocket and 18.0% being serviced by Onity Group Inc. (formerly known as Ocwen Financial Corporation) as of December 31, 2025 and 5.5% and 3.6% of our interests in MSRs being subserviced by PHH Mortgage Corporation (“PHH”) and Valon Mortgage, Inc. (“Valon”), respectively.Risk factors (Item 1A)

Correspondent lenders

depends on · approximately 70% of our total origination volumenamed as a risk

For the year ended December 31, 2025, approximately 70% of our total origination volume is derived from our correspondent channel.Risk factors (Item 1A)

Valon Technologies, Inc.

depends onnamed as a risk

As a result, our servicing operations will become highly dependent on a single third-party technology provider.Risk factors (Item 1A)

Upgrade, Inc.

depends on

Our portfolio consists of consumer loans purchased through a forward-flow agreement with Upgrade, Inc. (the “Upgrade loans” or “Upgrade”), consumer loans purchased from Goldman Sachs in June 2023 (the “Marcus loans” or “Marcus”) and consumer loans purchased from SpringCastle (the “SpringCastle loans” or “SpringCastle”) held by Rithm Capital through certain limited liability companies (together, the “Consumer Loan Companies”).Business (Item 1)

Partners and platforms

Ginnie Mae

earns from · approximately $4.0 billion in residential mortgage loans subject to repurchasenamed as a risk

As of December 31, 2025, Rithm Capital holds approximately $4.0 billion in residential mortgage loans subject to repurchase on its consolidated balance sheets.Risk factors (Item 1A)

Also named by ABR, AGNC, FSUN, LEN, NLY, NVR, PHM, RKT

712 Fifth Avenue, One Market Plaza and 300 Mission Street joint venture partners

named as a risk

Partners in the joint ventures that own 712 Fifth Avenue, One Market Plaza and 300 Mission Street have forced sale rights pursuant to which, after a specified period, each may require us to sell the property to a third party.Risk factors (Item 1A)

Darwin Homes, Inc.

depends on

All of our SFR properties are currently managed through APM.Business (Item 1)

GreenBarn Investment Group

depends on

Additionally, except for our commercial real estate assets acquired in the Paramount Acquisition, our commercial real estate platform is part of our Investment Portfolio and includes direct lending activities and commercial real estate asset management conducted through our operator partner, GreenBarn Investment Group, which provides acquisition and development opportunities, asset and property management, leasing and construction support.Business (Item 1)

Other companies

Paramount

approximately 8.6% of annualized rentsnamed as a risk

During 2026, 537,500 square feet (at our share) is scheduled to expire, which represents approximately 8.6% of annualized rents in the Paramount Assets.Risk factors (Item 1A)

Also named by CMCSA, GHC, TKO

S&P Global Ratings, Moody's and Fitch servicer ratings

depends onnamed as a risk

S&P, Moody’s and Fitch rate Newrez as a residential loan servicer, and a downgrade of, or failure to maintain, any of these servicer ratings could:Risk factors (Item 1A)

Places

California

concentrated in · 36.8% of Genesis RTLs with a total UPB of approximately $1.3 billionnamed as a risk

As of December 31, 2025, 16.5% of the total UPB of the residential mortgage loans underlying our Excess MSRs and MSRs, 11.6% of originated Newrez mortgage loans with a total UPB of approximately $0.4 billion, and 36.8% of Genesis RTLs with a total UPB of approximately $1.3 billion were secured by properties located in California, which are particularly susceptible to natural disasters such as fires, earthquakes and mudslides.Risk factors (Item 1A)

Also named by A, AAON, AFRM, ALK, ALLY, AN, ARE, AVAV and 88 more

Florida

concentrated in · 12.0% of Genesis RTLs with a total UPB of approximately $431.1 millionnamed as a risk

As of December 31, 2025, 8.0% of the total UPB of the residential mortgage loans underlying our Excess MSRs and MSRs, 7.6% of originated Newrez mortgage loans with a total UPB of approximately $262.6 million, and 12.0% of Genesis RTLs with a total UPB of approximately $431.1 million were secured by properties located in Florida, which are particularly susceptible to natural disasters such as hurricanes and floods.Risk factors (Item 1A)

Also named by ABR, ALLY, AN, AXP, AZO, BBY, BJ, BRO and 54 more

New York City

concentrated innamed as a risk

All of the Paramount Assets are located in New York City and San Francisco.Risk factors (Item 1A)

Also named by ABNB, COMP, ED, EVR, MCO, MS, PWR, ROST and 1 more

San Francisco

concentrated innamed as a risk

The Paramount Assets are susceptible to adverse developments in New York City and San Francisco economic and regulatory environments (such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes, costs of complying with governmental regulations or increased regulation).Risk factors (Item 1A)

Hazards

January 2025 California wildfires

concentrated in · approximately 8,478 Newrez mortgage loans with a total UPB of approximately $3.0 billionnamed as a risk

As of December 31, 2025, approximately 8,478 Newrez mortgage loans with a total UPB of approximately $3.0 billion were secured by properties in the FEMA-declared disaster area due to the January 2025 California wildfires.Risk factors (Item 1A)

Hurricanes

concentrated innamed as a risk

As of December 31, 2025, 8.0% of the total UPB of the residential mortgage loans underlying our Excess MSRs and MSRs, 7.6% of originated Newrez mortgage loans with a total UPB of approximately $262.6 million, and 12.0% of Genesis RTLs with a total UPB of approximately $431.1 million were secured by properties located in Florida, which are particularly susceptible to natural disasters such as hurricanes and floods.Risk factors (Item 1A)

Also named by AIG, AN, ASO, BAC, BBY, BJ, BPOP, BRO and 89 more

Commodities and inputs

SOFR

exposed to its pricenamed as a risk

The interest rates on our secured financing agreements, as well as adjustable-rate mortgage loans in our securitizations, are generally based on SOFR, which is subject to national, international and other regulatory guidance for reform.Market risk (Item 7A)

Also named by AAP, AIOT, APG, APH, ARES, AXON, BGC, BR and 82 more

Cryptocurrency

exposed to its pricenamed as a risk

Our subsidiary, Newrez, recently introduced a program to recognize certain cryptocurrency assets (including Bitcoin, Ethereum, U.S. dollar-backed stablecoins and SEC-approved spot cryptocurrency exchange traded funds) as qualifying assets in the mortgage underwriting process without requiring liquidation of such holdings.Risk factors (Item 1A)

Also named by SOFI

Regulators

Consumer Financial Protection Bureau (CFPB)

subject tonamed as a risk

Failure or alleged failure by originators or servicers to comply with these laws and regulations could subject us to state or CFPB administrative proceedings, which could result in monetary penalties, license suspensions or revocations, or restrictions to our business, all of which could adversely impact our business and financial results and damage our reputation.Risk factors (Item 1A)

Also named by ABNB, AFRM, ALLY, AN, AUB, AXP, BAC, CASH and 61 more

Federal Housing Finance Agency (FHFA)

subject tonamed as a risk

Currently, Fannie Mae and Freddie Mac are still in federal conservatorship; however, under the current administration, the future of the conservatorships and the role and market shares of the GSEs is uncertain, and the current administration has made conflicting statements about the future of the conservatorships.Risk factors (Item 1A)

Also named by ABR, AGNC, DHI, DX, ELS, FICO, NLY, RKT and 1 more

Federal Housing Administration (FHA)

subject tonamed as a risk

Should NRM or Newrez fail to maintain FHA, Fannie Mae or Freddie Mac approval, NRM or Newrez may be unable to purchase or hold MSRs associated with FHA-insured, Fannie Mae and/or Freddie Mac loans, which could limit our potential business activities.Risk factors (Item 1A)

Also named by ABR, DHI, NVR, PHM

SEC Division of Enforcement

subject tonamed as a risk

For example, as previously disclosed by Paramount, which we acquired on December 19, 2025, Paramount is subject to an investigation by the SEC’s Division of Enforcement into the adequacy of its prior disclosures concerning executive compensation, perquisites, the use of corporate assets, related party transactions and conflicts of interest.Risk factors (Item 1A)

Commodity Futures Trading Commission (CFTC)

subject to

Additionally, as a registered commodity pool operator and a registered commodity trading advisor, Sculptor is subject to regulation and oversight by the CFTC and the National Futures Association.Risk factors (Item 1A)

Also named by AB, ADM, AGNC, AMG, BAC, BGC, BMNR, C and 35 more

UK Financial Conduct Authority (FCA)

subject to

In the UK, Sculptor’s UK subsidiaries are subject to regulation by the FCA.Risk factors (Item 1A)

Also named by CG, CME, EVR, HIG, HOOD, IBKR, IP, KKR and 1 more

Utah Insurance Department

subject to

CL Life is primarily regulated by the Utah Insurance Department.Business (Item 1)

Laws and programs

Investment Company Act of 1940

subject to · more than 60% of the value of our adjusted total assetsnamed as a risk

For purposes of maintaining our exclusion from registration under the 1940 Act, we treat interests in certain wholly owned and majority owned subsidiaries, which represent more than 60% of the value of our adjusted total assets on an unconsolidated basis, as non-investment securities because those subsidiaries rely on the exclusion provided by Section 3(c)(5)(C) of the 1940 Act.Business (Item 1)

Also named by ABR, AMG, AMP, ARCC, ARES, BAM, BCSF, BEN and 28 more

REIT qualification (Internal Revenue Code)

subject to · at least 90%named as a risk

As a REIT, we generally are not subject to U.S. federal, state or local income tax on income that is distributed to our stockholders, provided that we distribute at least 90% of our taxable income each year.Business (Item 1)

Also named by ABR, AMT, CCI, DLR, ENSG, FPI, KIM, LAMR and 6 more

Dodd-Frank Act

subject tonamed as a risk

Moreover, the Dodd-Frank Act contains a risk retention requirement for all asset-backed securities which we issue.Risk factors (Item 1A)

Also named by AFL, AN, BGC, CNX, CPAY, EPD, EQT, FITB and 14 more

Investment Advisers Act of 1940

subject tonamed as a risk

Certain of our wholly owned subsidiaries, including Sculptor, Crestline and the Rithm Advisers, are registered with the SEC as investment advisers under the Investment Advisers Act of 1940 (the “Advisers Act”), and additional subsidiaries may become registered investment advisers in the future.Business (Item 1)

Also named by ABR, AMG, BAM, BEN, BX, CG, HTGC, KKR and 3 more

Risk retention regulations

subject tonamed as a risk

As a result of these regulations, we may be required to retain, and historically have retained, a portion of the securities or other interests issued in some of these CLOs and other transactions, whether in order to satisfy compliance obligations directly applicable to us or in response to investor demands based on regulatory requirements imposed on such investors.Risk factors (Item 1A)

Single-family rental institutional investor ban proposal

subject tonamed as a risk

For example, the current administration has called for congress to ban the purchase of single-family homes by institutional investors; however, whether such regulatory action will occur and to what extent, if at all, is uncertain.Risk factors (Item 1A)