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DEBT OBLIGATIONS
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
DEBT OBLIGATIONS DEBT OBLIGATIONS
The following table summarizes secured financing agreements, secured notes and bonds payable and also includes notes payable of consolidated CFEs:
March 31, 2025December 31, 2024
Collateral
Debt Obligations/Collateral(C)
Outstanding Face Amount
Carrying Value(A)
Final Stated Maturity(B)
Weighted Average Funding CostWeighted Average Life (Years)Outstanding FaceAmortized Cost BasisCarrying ValueWeighted Average Life (Years)
Carrying Value(A)
Secured Financing Agreements:
Warehouse credit facilities - residential mortgage loans(D)
$3,098,561 $3,098,561 Apr-25 to Mar-285.9 %0.8$3,453,730 $3,523,244 $3,482,020 24.9$4,235,333 
Warehouse credit facilities - residential transition loans(E)
1,734,141 1,734,141 Aug-25 to Mar-286.8 %2.21,982,233 1,987,065 1,987,065 1.11,547,307 
Government and government-backed securities(F)
10,762,429 10,762,429 Apr-25 to Mar-264.7 %0.311,145,808 10,965,384 11,129,841 6.09,782,976 
Non-Agency securities(D)
768,673 768,673 Feb-306.3 %0.615,303,080 1,087,771 1,153,601 5.1744,457 
Excess MSRs(E)
223,241 222,565 Sep-266.7 %1.452,144,523 291,133 334,201 6.0222,452 
CLOs(E)
196,721 195,366 Jan-30 to Jan-385.2 %9.0197,775 N/A197,246 9.0170,990 
SFR properties and commercial(E)
9,499 9,499 Dec-267.8 %1.7N/A16,293 16,293 N/A78,952 
Total secured financing agreements16,793,265 16,791,234 5.3 %0.716,782,467 
Secured Notes and Bonds Payable:
MSRs(G)
5,789,600 5,771,848 Jun-25 to Nov-316.6 %2.1564,749,600 7,884,106 9,839,199 6.25,838,250 
Servicer advance investments(H)
246,438 246,438 Mar-266.2 %0.9283,068 311,049 321,531 8.1258,183 
Servicer advances(H)
2,456,759 2,456,165 Sep-25 to Dec-266.8 %0.92,849,773 2,823,306 2,823,306 0.72,629,802 
Consumer loans(I)
485,171 460,391 Jun-28 to Sep-374.9 %3.4663,117 650,956 554,168 1.6564,791 
SFR properties(J)
819,737 797,886 Feb-27 to Mar-284.3 %2.3N/A995,693 995,693 N/A716,649 
Residential transition loans(K)
200,000 200,000 Jul-265.8 %1.3224,882 224,882 226,169 0.5200,000 
Secured facility - asset management(M)
75,000 72,784 Nov-258.8 %0.6N/AN/AN/AN/A71,971 
Other investments(E)
10,030 10,030 Feb-306.4 %4.9N/AN/A14,046 N/A— 
CLOs(E)
10,435 10,406 Jul-306.0 %5.313,185 N/A12,220 5.318,429 
Total secured notes and bonds payable10,093,170 10,025,948 6.4 %1.810,298,075 
Notes Payable of Consolidated CFEs:
Consolidated funds(L)
960,250 955,470 May-28 to Jan-385.9 %10.51,074,450 N/A1,105,163 5.1959,958 
Residential mortgage loans2,448,457 2,295,166 Mar-41 to May-534.4 %25.62,866,929 N/A2,703,112 25.62,369,934 
Residential transition loans
861,949 859,760 Mar-39 to Sep-396.3 %14.2914,757 N/A938,532 0.9859,023 
Total notes payable of consolidated CFEs4,270,656 4,110,396 5.1 %19.94,188,915 
Total / Weighted Average$31,157,091 $30,927,578 5.6 %3.7$31,269,457 
(A)Net of deferred financing costs.
(B)Debt obligations with a stated maturity through the date of issuance of the consolidated financial statements were refinanced, extended or repaid.
(C)Associated with accrued interest payable of approximately $184.3 million and $239.4 million as of March 31, 2025 and December 31, 2024, respectively.
(D)Based on SOFR interest rates. Includes repurchase agreements and related collateral on non-Agency securities retained through consolidated securitizations.
(E)All SOFR- or Euro Interbank Offered Rate (EURIBOR)-based floating interest rates.
(F)Repurchase agreements are based on a fixed-rate. Collateral carrying value includes margin deposits.
(G)Includes $3.7 billion of MSR notes with an interest equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 2.5% to 3.0%; and $2.1 billion of MSR notes with fixed interest rates ranging 3.0% to 7.4%. The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the MSRs and MSR financing receivables securing these notes.
(H)Includes $1.7 billion of debt with an interest rate equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 1.6% to 3.0%; and $1.0 billion of debt with fixed interest rates ranging 3.9% to 5.7%. Collateral includes servicer advance investments, as well as servicer advances receivable related to the MSRs and MSR financing receivables owned by NRM and Newrez.
(I)Includes (i) SpringCastle debt, which is primarily composed of the following classes of asset-backed notes held by third parties: $137.0 million UPB of Class A notes with a coupon of 2.0% and $53.0 million UPB of Class B notes with a coupon of 2.7% and (ii) $295.1 million of debt collateralized by the Marcus loans with an interest rate of SOFR plus a margin of 2.4%.
(J)Includes $819.7 million of fixed rate notes which bear interest ranging from 3.5% to 6.2%.
(K)Fixed rate note which bears interest of 5.8%.
(L)Includes notes payable of collateralized loan obligations (“CLOs”) and of a structured alternative investment solution. Weighted average rate is the effective rate for the senior notes with stated coupon rates. The subordinate notes with UPB of $32.0 million do not have a stated rate of interest. Weighted average life of a structured alternative investment solution is based on expected maturity.
(M)Fixed rate note which bears interest of 8.8%.
General

Certain of the debt obligations included above are obligations of Rithm Capital’s consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of Rithm Capital Corp. The obligations and liabilities of CFEs may only be satisfied with the assets of the respective consolidated CFEs, and creditors of the CFE do not have recourse to Rithm Capital Corp.

As of March 31, 2025, Rithm Capital has margin exposure on $16.8 billion of secured financing agreements. To the extent that the value of the collateral underlying these secured financing agreements declines, Rithm Capital may be required to post margin, which could significantly impact its liquidity.

The following table summarizes activities related to the carrying value of debt obligations:
Servicer Advances(A)
MSRsGovernment and Government-Backed and Other SecuritiesResidential Mortgage Loans and REOConsumer LoansSFR Properties and CommercialResidential Transition LoansAsset Management, CLOs and Consolidated FundsTotal
Balance at December 31, 2024$3,110,437 $5,838,250 $10,527,433 $6,605,267 $564,791 $795,601 $2,606,330 $1,221,348 $31,269,457 
Secured Financing Agreements:
Borrowings— — 17,282,561 14,370,625 — — 1,081,074 19,246 32,753,506 
Repayments— — (16,278,892)(15,507,397)— (69,453)(894,240)(3,219)(32,753,201)
Foreign exchange ("FX") remeasurement— — — — — — — 8,455 8,455 
Capitalized deferred financing costs, net of amortization113 — — — — — — (105)8 
Secured Notes and Bonds Payable:
Borrowings815,727 928,504 10,030 — — 79,119 — 2,360 1,835,740 
Repayments(1,001,150)(984,742)— — (99,863)— — (9,906)(2,095,661)
FX remeasurement— — — — — — — (26)(26)
Unrealized (gain) loss on notes, fair value— — — — (4,833)— — — (4,833)
Capitalized deferred financing costs, net of amortization41 (10,164)— — 296 2,118 — 361 (7,348)
Notes Payable of Consolidated CFEs:
Repayments— — — (92,417)— — — — (92,417)
Unrealized (gain) loss on notes, fair value— — — 17,649 — — 171 (4,488)13,332 
Capitalized deferred financing costs, net of amortization — — — — — — 566 — 566 
Balance at March 31, 2025$2,925,168 $5,771,848 $11,541,132 $5,393,727 $460,391 $807,385 $2,793,901 $1,234,026 $30,927,578 
(A)Rithm Capital net settles daily borrowings and repayments of the secured notes and bonds payable on its servicer advances.
Maturities

Contractual maturities of debt obligations, including the Senior Unsecured Notes (as defined below), as of March 31, 2025, are as follows:
Year Ending
Nonrecourse(A)
Recourse(B)
Total
April 1 through December 31, 2025$1,123,951 $16,318,281 $17,442,232 
20262,332,961 3,343,325 5,676,286 
2027666,970 307,000 973,970 
2028857,162 377,869 1,235,031 
202970,000 1,025,000 1,095,000 
2030 and thereafter
5,784,572 — 5,784,572 
$10,835,616 $21,371,475 $32,207,091 
(A)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs and notes payable of consolidated CFEs of $1.7 billion, $3.8 billion, $0.3 billion, and $3.3 billion, respectively.
(B)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs and notes payable of consolidated CFEs of $16.7 billion, $5.3 billion, $1.1 billion, and $0.0 billion, respectively.

Borrowing Capacity

The following table represents borrowing capacity as of March 31, 2025:
Debt Obligations / CollateralBorrowing CapacityBalance Outstanding
Available Financing(A)
Secured Financing Agreements:
Residential mortgage loans, residential transition loans, SFR and commercial notes receivable
$7,107,051 $2,149,735 $4,957,316 
Loan originations5,877,000 2,692,466 3,184,534 
CLOs424,435 196,721 227,714 
Excess MSRs350,000 223,241 126,759 
Secured Notes and Bonds Payable:
MSRs7,286,652 5,789,600 1,497,052 
Servicer advances4,240,000 2,703,197 1,536,803 
SFR200,000 169,279 30,721 
Liabilities of Consolidated CFEs:
Consolidated funds52,500 — 52,500 
$25,537,638 $13,924,239 $11,613,399 
(A)Although available financing is uncommitted, Rithm Capital’s unused borrowing capacity is available if it has additional eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate.

Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in Rithm Capital’s equity or a failure to maintain a specified tangible net worth, liquidity or indebtedness to tangible net worth ratio. Rithm Capital was in compliance with all of its debt covenants as of March 31, 2025.

2029 Senior Unsecured Notes

On March 19, 2024, the Company issued in a private offering $775.0 million aggregate principal amount of senior unsecured notes due on April 1, 2029 (the “2029 Senior Notes”) at an issue price of 98.981%. Interest on the 2029 Senior Notes accrues at the rate of 8.000% per annum with interest payable semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2024.
The notes become redeemable at any time and from time to time, on or after April 1, 2026, at a price equal to the following fixed redemption prices (expressed as a percentage of principal amount of the 2029 Senior Notes to be redeemed):

YearPrice
2026104.000 %
2027102.000 %
2028 and thereafter100.000 %

Prior to April 1, 2026, the Company is entitled at its option on one or more occasions to redeem the 2029 Senior Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 108.000%, plus accrued but unpaid interest, if any, to, but not including, the applicable redemption date with the net cash proceeds from one or more Qualified Equity Offerings (as defined in the Indenture, dated March 19, 2024, pursuant to which the 2029 Senior Notes were issued (the “2029 Notes Indenture”)).

Proceeds from the issuance of the 2029 Senior Notes were approximately $759 million, net of discount and commissions and estimated offering expenses payable by the Company. The Company incurred fees of approximately $9.1 million in relation to the issuance of the 2029 Senior Notes. These fees were capitalized as debt issuance cost and presented as part of unsecured notes, net of issuance costs on the consolidated balance sheets. In connection with the 2029 Senior Notes, for the three months ended March 31, 2025 and 2024, the Company recognized interest expense of $16.0 million and $2.1 million, respectively. As of March 31, 2025 and December 31, 2024, the unamortized discount and debt issuance cost was approximately $14.1 million and $14.8 million, respectively.

The 2029 Senior Notes are senior unsecured obligations and rank pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2029 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2029 Senior Notes in the future, except under limited specified circumstances.

The 2029 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), a requirement that the Company maintain Total Unencumbered Assets (as defined in the 2029 Notes Indenture) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt of the Company and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its properties and assets to another person, in each case subject to certain qualifications set forth in the 2029 Notes Indenture. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of March 31, 2025, the Company was in compliance with all covenants.

In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the 2029 Notes Indenture), each holder of the 2029 Senior Notes will have the right to require the Company to repurchase all or any part of the outstanding balance at a purchase price of 101% of the principal amount of the 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

2025 Senior Unsecured Notes

On September 16, 2020, the Company issued in a private offering $550.0 million of aggregate principal amount of senior unsecured notes due on October 15, 2025 (the “2025 Senior Notes” and, together with the 2029 Senior Notes, the “Senior Unsecured Notes”) for net proceeds of $544.5 million. Interest on the 2025 Senior Notes accrues at the rate of 6.250% per annum with interest payable semi-annually in arrears on each April 15 and October 15, commencing on April 15, 2021.

The notes became redeemable at any time and from time to time, on or after October 15, 2022. The Company may redeem the notes at a fixed redemption price of 100.000% after October 14, 2024 plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The Company incurred fees of approximately $8.3 million in relation to the issuance of the 2025 Senior Notes which were capitalized as debt issuance cost and are presented as part of unsecured notes, net of issuance costs on the consolidated balance
sheets. In connection with the 2025 Senior Notes, for the three months ended March 31, 2025 and 2024, the Company recognized interest expense of $4.2 million and $8.0 million, respectively. As of March 31, 2025 and December 31, 2024, the unamortized debt issuance costs was approximately $1.0 million and $1.4 million, respectively.

The 2025 Senior Notes are senior unsecured obligations and rank pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2025 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2025 Senior Notes in the future, except under limited specified circumstances.

The 2025 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), a requirement that the Company maintain Total Unencumbered Assets, as defined in the Indenture, dated September 16, 2020, pursuant to which the 2025 Senior Notes were issued (the “2025 Notes Indenture”) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt of the Company and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its assets to another person, in each case subject to certain qualifications set forth in the 2025 Notes Indenture. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of March 31, 2025, the Company was in compliance with all covenants.

In the event of a Change of Control (as defined in the 2025 Notes Indenture), each holder of the 2025 Senior Notes will have the right to require the Company to repurchase all or any part of the outstanding balance at a purchase price of 101% of the principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

In connection with the issuance of the 2029 Senior Notes, the Company tendered for and repurchased $275.0 million aggregate principal amount of its 2025 Senior Notes for cash in a total amount of $282.4 million, inclusive of an early tender premium of $30 per $1,000 principal amount of 2025 Senior Notes and accrued and unpaid interest. Following such tender offer, $275.0 million aggregate principal amount of 2025 Senior Notes remains outstanding.

Tax Receivable Agreement

At the time of its IPO in 2007, Sculptor entered into a tax receivable agreement (“TRA”) with the former holders of units in Sculptor’s operating partnerships (the “TRA Holders”). The TRA provides for the payment by Sculptor to the TRA Holders of a portion of the cash savings in U.S. federal, state and local income tax that Sculptor realizes as a result of certain tax benefits attributable to taxable acquisitions by Sculptor (and certain affiliates and successors) of Sculptor operating partnership units.

The TRA includes certain “change of control” assumptions that became applicable as a result of the Sculptor Acquisition, including the assumption that Sculptor (or its successor) has sufficient taxable income to use the relevant tax benefits. As a result, payments under the TRA will be calculated without regard to Sculptor’s ability to actually use tax assets (including net operating losses), the use of which may be significantly limited and may therefore exceed the actual tax savings to Sculptor of the associated tax assets.

The estimated undiscounted future payment under the TRA was $252.4 million as of March 31, 2025. The carrying value of the TRA liability measured at amortized cost was $172.6 million and $170.4 million as of March 31, 2025 and December 31, 2024, respectively, with interest expense recognized under the effective interest method. The TRA liability is recorded in unsecured notes, net of issuance costs on the consolidated balance sheets.

The table below presents the Company’s estimate as of March 31, 2025, of the maximum undiscounted amounts that would be payable under the TRA using the assumptions described above. In light of the numerous factors affecting Sculptor’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.
Year EndingPotential Payments Under TRA
April 1 through December 31, 2025$16,493 
202617,215 
202717,506 
202816,176 
202916,173 
2030 and thereafter
168,819 
$252,382