XML 42 R30.htm IDEA: XBRL DOCUMENT v3.24.1.u1
EQUITY AND EARNINGS PER SHARE
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
EQUITY AND EARNINGS PER SHARE EQUITY AND EARNINGS PER SHARE
 
Equity and Dividends

Rithm Capital’s certificate of incorporation authorizes 2.0 billion shares of common stock, par value $0.01 per share, and 100.0 million shares of preferred stock, par value $0.01 per share.

On August 5, 2022, Rithm Capital entered into a Distribution Agreement to sell shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $500.0 million, from time to time, through an “at-the-market” equity offering program (the “ATM Program”). No share issuances were made during the three months ended March 31, 2024 under the ATM Program.

In February 2024, Rithm Capital’s board of directors renewed the Company’s stock repurchase program, authorizing the repurchase of up to $200.0 million of its common stock and $100.0 million of its preferred stock for the period from January 1, 2024 through December 31, 2024. The objective of the stock repurchase program is to seek flexibility to return capital when deemed accretive to stockholders. Repurchases can be made from time to time through open market purchases or privately negotiated transactions, pursuant to one or more plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements During the three months ended March 31, 2024, the Company did not repurchase any shares of its common stock or its preferred stock.

Purchases and sales of Rithm Capital’s securities by the Company’s officers and directors are subject to the Rithm Capital Corp. Insider Trading Compliance Policy.
The table below summarizes preferred shares:
Dividends Declared per Share
Number of SharesThree Months Ended
March 31,
SeriesMarch 31, 2024December 31, 2023
Liquidation Preference(A)
Issuance Discount
Carrying Value(B)
20242023
Series A, 7.50% issued July 2019(C)
6,200 6,200 $155,002 3.15 %$149,822 $0.47 $0.47 
Series B, 7.125% issued August 2019(C)
11,261 11,261 281,518 3.15 %272,654 0.45 0.45 
Series C, 6.375% issued February 2020(C)
15,903 15,903 397,584 3.15 %385,289 0.40 0.40 
Series D, 7.00% issued September 2021(D)
18,600 18,600 465,000 3.15 %449,489 0.44 0.44 
Total51,964 51,964 $1,299,104 $1,257,254 $1.76 $1.76 
(A)Each series has a liquidation preference or par value of $25.00 per share.
(B)Carrying value reflects par value less discount and issuance costs.
(C)Fixed-to-floating rate cumulative redeemable preferred.
(D)Fixed-rate reset cumulative redeemable preferred.

On March 20, 2024, Rithm Capital’s board of directors declared first quarter 2024 preferred dividends of $0.47 per share of Series A, $0.45 per share of Series B, $0.40 per share of Series C and $0.44 per share of the 7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock (the “Series D”), or approximately $2.9 million, $5.0 million, $6.3 million and $8.1 million, respectively.

Common dividends have been declared as follows:
Declaration DatePayment DatePer ShareTotal Amounts Distributed (millions)
Quarterly Dividend
December 15, 2022January 20230.25 118.6 
March 17, 2023April 20230.25 120.8 
June 23, 2023July 20230.25 120.8 
September 14, 2023October 20230.25 120.8 
December 12, 2023January 20240.25 120.8 
March 20, 2024April 20240.25 120.9 

Options

Prior to the Internalization, the Company issued options (i) to the Former Manager and (ii) as initial one-time grants relating to 1,000 shares of the Company’s Common Stock as compensation to each new director. These options were issued pursuant to Rithm Capital’s Amended and Restated Nonqualified Stock Option and Incentive Award Plan, which became effective on May 15, 2013, was amended and restated as of November 4, 2014 and as of February 16, 2023 and expired by its terms on April 29, 2023 (the “2013 Plan”). Upon exercise, all options will be settled in an amount of cash equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price per share unless advance approval is made to settle options in shares of common stock. Any stock-based awards, including options, issued under the 2013 Plan continue to be subject to the terms and provisions of the 2013 Plan applicable to such awards.
The following table summarizes outstanding options as of March 31, 2024. The last sales price on the New York Stock Exchange for Rithm Capital’s common stock in the quarter ended March 31, 2024 was $11.16 per share.
Recipient
Date of
Grant/
Exercise(A)
Number of Unexercised
Options
Options
Exercisable
as of
March 31, 2024
Weighted
Average
Exercise
Price(B)
Intrinsic Value of Exercisable Options as of
March 31, 2024
(millions)
Independent DirectorsVarious2,000 2,000 $10.70 $— 
Former Manager20171,130,916 1,130,916 12.84 — 
Former Manager20185,320,000 5,320,000 15.57 — 
Former Manager20196,351,000 6,351,000 14.95 — 
Former Manager20201,619,739 1,619,739 16.30 — 
Former Manager20217,050,335 7,049,146 9.38 12.57
Outstanding21,473,990 21,472,801 
(A)Options expire on the tenth anniversary from date of grant.
(B)The exercise prices are subject to adjustment in connection with return of capital dividends.
 
The following table summarizes activity in outstanding options:
Number of Options
December 31, 2023
21,473,990 
Granted— 
Exercised— 
Expired— 
March 31, 2024
21,473,990 

Earnings Per Share

Rithm Capital is required to present both basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated using the treasury stock method by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. The effect of dilutive securities is presented net of tax.
The following table summarizes the basic and diluted EPS calculations:
Three Months Ended
March 31,
20242023
Net income (loss)$287,487 $89,949 
Noncontrolling interests in income of consolidated subsidiaries
3,452 (1,300)
Dividends on preferred stock22,395 22,395 
Net income (loss) attributable to common stockholders$261,640 $68,854 
Basic weighted average shares of common stock outstanding483,336,777 478,167,178 
Effect of dilutive securities:(A)(B)
Stock options897,800—
Common stock purchase warrants—4,470,133
Restricted stock274,754209,600
Time-based restricted stock unit awards
816,310—
Performance-based restricted stock unit awards
605,860—
Diluted weighted average shares of common stock outstanding485,931,501 482,846,911 
Basic earnings (loss) per share attributable to common stockholders$0.54 $0.14 
Diluted earnings (loss) per share attributable to common stockholders$0.54 $0.14 
(A)Certain stock options and common stock purchase warrants that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS for the periods where they were out-of-the-money or a loss has been recorded, because they would have been anti-dilutive for the period presented. There were no anti-dilutive common stock purchase warrants for all periods presented.
(B)Awards related to stock-based compensation were included to the extent dilutive and issuable under the relevant time and/or performance measures.