---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-035750"
form_type: "8-K"
ticker: "RITM"
cik: "0001556593"
company_name: "Rithm Capital Corp."
filed_at: "2023-07-24T23:59:59+00:00"
generated_at: "2026-06-13T04:13:02.142594+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Rithm Capital to acquire Sculptor Capital for $11.15/share; Q2 EPS guidance $0.71-$0.77

## Summary
- Rithm acquires Sculptor for $11.15 per share in cash; LP unit holders receive ~$6.90 per Class A unit.
- Preliminary Q2 GAAP net income $0.71–$0.77/diluted share; earnings available for distribution $0.59–$0.65/share.
- Book value per share estimated $12.13–$12.19 as of June 30, 2023; includes $0.20 realized gain from MSR sale.
- Retention program up to $35M for Sculptor leadership; LTIP pool up to 20% of value growth above 8% IRR hurdle.
- Merger subject to Sculptor stockholder vote, regulatory approvals (FCA, SFC, HSR); expected to close by July 23, 2024.

## SEC filing metadata
- accession: 0001140361-23-035750
- form_type: 8-K
- ticker: RITM
- cik: 0001556593
- company_name: Rithm Capital Corp.
- filed_at: 2023-07-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1556593/000114036123035750/0001140361-23-035750-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1556593/000114036123035750/brhc20056286_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-035750
- JSON: https://secwatch.observer/filing/0001140361-23-035750.json
- Plain text: https://secwatch.observer/filing/0001140361-23-035750.txt

## Key facts
- Earnings Releases
  Rithm Capital Corp. reported Three Months Ended June 30, 2023 results: net income Net income attributable to common stockholders: $342,844,000 to $371,846,000, EPS GAAP Net Income Per Diluted Share: $0.71 to $0.77.
  - Period: Three Months Ended June 30, 2023
  - Net income: Net income attributable to common stockholders: $342,844,000 to $371,846,000
  - EPS: GAAP Net Income Per Diluted Share: $0.71 to $0.77
  - Result: preliminary results
  source text: Today, Rithm disclosed the following estimated preliminary results of operations for its second quarter ended June 30, 2023. Preliminary Unaudited Financial Results for the Second Quarter Ended June 30, 2023 Three Months Ended June 30, Estimated Preliminary Financial Results 2023 $0.71 to GAAP Net Income Per Diluted Share (1) $0.77 $0.59 to Earnings Available for Distribution Per Diluted Share (1)(2)(3) $0.65 $12.13 to Book Value Per Share (4) $12.19
  evidence_url: https://www.sec.gov/Archives/edgar/data/1556593/000114036123035750/0001140361-23-035750-index.htm
- Material Agreements
  Rithm Capital Corp. entered into Agreement and Plan of Merger with Sculptor Capital Management, Inc. (effective 2023-07-23).
  - Action: entry
  - Agreement: merger
  - Counterparty: Sculptor Capital Management, Inc.
  - Effective: 2023-07-23
  source text: Item 1.01. Entry Into a Material Definitive Agreement. Merger Agreement On July 23, 2023, Rithm Capital Corp. (“Rithm”) entered into an Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”), by and among Rithm, Sculptor Capital Management, Inc., a Delaware corporation (“Sculptor”), Sculptor Capital LP, a Delaware limited partnership and subsidiary of Sculptor (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of Sculptor (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and subsidiary of Sculptor (“Advisors II LP” and, collectively with Capital LP and Advisors LP, the “Operating Partnerships” and each Operating Partnership, in its capacity as the limited partnership surviving the LP Mergers (as defined below), a “Surviving Limited Partnership” and, collectively, the “Surviving Limited Partnerships”), Calder Sub, Inc., a Delaware corporation and subsidiary of Rithm (“Mer
  evidence_url: https://www.sec.gov/Archives/edgar/data/1556593/000114036123035750/0001140361-23-035750-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.