---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-049804"
form_type: "8-K"
ticker: "RITM"
cik: "0001556593"
company_name: "Rithm Capital Corp."
filed_at: "2023-10-27T23:59:59+00:00"
generated_at: "2026-06-09T06:59:42.151097+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Rithm raises Sculptor bid to $12.70/share; secures 15.2% voting support from Och group

## Summary
- Consideration increased to $12.70 per Sculptor Class A share (from $12.00); aggregate value ~$719.8M.
- Daniel Och and other former EMDs agree to vote ~15.2% of voting power in favor and dismiss litigation.
- Client consent condition waived if closing occurs by Nov 17, 2023.
- Termination fee increased to $22.43M (from $20.31M); expense reimbursement cap raised to $5.68M.
- Transaction expected to close shortly after Sculptor stockholder meeting on Nov 16, 2023.

## SEC filing metadata
- accession: 0001140361-23-049804
- form_type: 8-K
- ticker: RITM
- cik: 0001556593
- company_name: Rithm Capital Corp.
- filed_at: 2023-10-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1556593/000114036123049804/0001140361-23-049804-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1556593/000114036123049804/ef20013513_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-049804
- JSON: https://secwatch.observer/filing/0001140361-23-049804.json
- Plain text: https://secwatch.observer/filing/0001140361-23-049804.txt

## Key facts
- Material Agreements
  Rithm Capital Corp. amended Amendment No. 2 to the Agreement and Plan of Merger with Sculptor Capital Management, Inc., Sculptor Capital LP, Sculptor Capital Advisors LP, Sculptor Capital Advisors II LP, Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, Calder Sub III, LP valued at increase of cash consideration per Share from $12.00 to $12.70 for Class A Common Stock; increase of (effective 2023-10-26).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Sculptor Capital Management, Inc., Sculptor Capital LP, Sculptor Capital Advisors LP, Sculptor Capital Advisors II LP, Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, Calder Sub III, LP
  - Value: increase of cash consideration per Share from $12.00 to $12.70 for Class A Common Stock; increase of
  - Effective: 2023-10-26
  source text: On October 26, 2023, Rithm, Merger Subs, Sculptor and the Operating Partnerships entered into Amendment No. 2 to the Merger Agreement (the "Second Amendment").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1556593/000114036123049804/0001140361-23-049804-index.htm

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