{"url_path":"/sec/ritm-pf/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1556593/0001104659-26-065154-index.html","accession_number":"0001104659-26-065154","cik":"0001556593","ticker":"RITM","issuer_name":"Rithm Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1556593/0001104659-26-065154-index.html","primary_entity_key":"0001556593","primary_entity_name":"Rithm Capital Corp."},"word_count":215,"has_tables":true,"body_markdown":"**Item 5.02.**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn May 21, 2026, at the 2026 Annual Meeting\nof Stockholders (the “Annual Meeting”) of Rithm Capital Corp. (the “Company”), the Company’s stockholders\napproved the First Amendment (the “First Amendment”) to the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “2023\nPlan”) to increase the number of shares of common stock, par value $0.01, of the Company reserved for issuance under the 2023 Plan\nby 35,000,000 shares to 69,240,000 shares, less one share for every share subject to an award granted under the 2023 Plan on or after\nApril 1, 2026 and prior to the Annual Meeting. The First Amendment had previously been approved, subject to stockholder approval,\nby the Company’s Board of Directors.\n\n \n\nA summary description of the material terms of\nthe First Amendment was included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”)\nfiled with the Securities and Exchange Commission on April 9, 2026, in connection with the Annual Meeting. The foregoing description\nof the First Amendment is qualified in its entirety by reference to the First Amendment, which is attached as Annex B to the Definitive\nProxy Statement and is filed as Exhibit 10.1 to this report."}