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EQUITY AND EARNINGS PER SHARE | 6 Months Ended
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Jun. 30, 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”). During the six months ended June 30, 2024, 6.1 million shares of common stock were issued 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 six months ended June 30, 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 Shares |  |  |  |  |  |  |  |  |  | Three Months Ended June 30, |  | Six Months Ended June 30,
Series |  | June 30, 2024 |  | December 31, 2023 |  | Liquidation Preference(A) |  |  |  | Issuance Discount |  | Carrying Value(B) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Series A, 7.50% issued July 2019(C) |  | 6,200 |  |  | 6,200 |  |  | $ | 155,002 |  |  |  |  | 3.15 | % |  | $ | 149,822 |  |  | $ | 0.47 |  |  | $ | 0.47 |  |  | $ | 0.94 |  |  | $ | 0.94 |
Series B, 7.125% issued August 2019(C) |  | 11,261 |  |  | 11,261 |  |  | 281,518 |  |  |  |  | 3.15 | % |  | 272,654 |  |  | 0.45 |  |  | 0.45 |  |  | 0.89 |  |  | 0.89 |
Series C, 6.375% issued February 2020(C) |  | 15,903 |  |  | 15,903 |  |  | 397,584 |  |  |  |  | 3.15 | % |  | 385,289 |  |  | 0.40 |  |  | 0.40 |  |  | 0.80 |  |  | 0.80 |
Series D, 7.00% issued September 2021(D) |  | 18,600 |  |  | 18,600 |  |  | 465,000 |  |  |  |  | 3.15 | % |  | 449,489 |  |  | 0.44 |  |  | 0.44 |  |  | 0.88 |  |  | 0.88 |
Total |  | 51,964 |  |  | 51,964 |  |  | $ | 1,299,104 |  |  |  |  |  |  | $ | 1,257,254 |  |  | $ | 1.76 |  |  | $ | 1.76 |  |  | $ | 3.51 |  |  | $ | 3.51 |
(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 June 18, 2024, Rithm Capital’s board of directors declared second quarter 2024 preferred dividends of approximately $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 Series D Cumulative Redeemable Preferred Stock, or approximately $2.9 million, $5.0 million, $6.3 million and $8.1 million, respectively. Common dividends have been declared as follows:
Declaration Date |  | Payment Date |  | Per Share |  | Total Amounts Distributed (millions)
|  | Quarterly Dividend |
March 17, 2023 |  | April 2023 |  | 0.25 |  |  | 120.8 |
June 23, 2023 |  | July 2023 |  | 0.25 |  |  | 120.8 |
September 14, 2023 |  | October 2023 |  | 0.25 |  |  | 120.8 |
December 12, 2023 |  | January 2024 |  | 0.25 |  |  | 120.8 |
March 20, 2024 |  | April 2024 |  | 0.25 |  |  | 120.9 |
June 18, 2024 |  | July 2024 |  | 0.25 |  |  | 122.4 |
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 June 30, 2024. The last sales price on the New York Stock Exchange for Rithm Capital’s common stock in the quarter ended June 30, 2024 was $10.91 per share:
Recipient | Date of Grant/ Exercise(A) |  | Number of Unexercised Options |  | Options Exercisable as of June 30, 2024 |  | Weighted Average Exercise Price(B) |  | Intrinsic Value of Exercisable Options as of June 30, 2024 (millions)
Independent Directors | Various |  | 2,000 |  |  | 2,000 |  |  | $ | 10.70 |  |  | $ | — |
Former Manager | 2017 |  | 1,130,916 |  |  | 1,130,916 |  |  | 12.84 |  |  | — |
Former Manager | 2018 |  | 5,320,000 |  |  | 5,320,000 |  |  | 15.57 |  |  | — |
Former Manager | 2019 |  | 6,351,000 |  |  | 6,351,000 |  |  | 14.95 |  |  | — |
Former Manager | 2020 |  | 1,619,739 |  |  | 1,619,739 |  |  | 16.30 |  |  | — |
Former Manager | 2021 |  | 7,050,335 |  |  | 7,050,335 |  |  | 9.38 |  |  | 10.81
Outstanding |  |  | 21,473,990 |  |  | 21,473,990 |  |  |  |  |
(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. There was no activity related to options during the six months ended June 30, 2024. There were 21,473,990 options outstanding as of June 30, 2024 and December 31, 2023. 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 June 30, |  | Six Months Ended June 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Net income (loss) | $ | 238,517 |  |  | $ | 386,685 |  |  | $ | 526,004 |  |  | $ | 476,634 |
Noncontrolling interests in income of consolidated subsidiaries | 2,961 |  |  | 6,889 |  |  | 6,413 |  |  | 5,589 |
Dividends on preferred stock | 22,395 |  |  | 22,395 |  |  | 44,790 |  |  | 44,790 |
Net income (loss) attributable to common stockholders | $ | 213,161 |  |  | $ | 357,401 |  |  | $ | 474,801 |  |  | $ | 426,255 |
Basic weighted average shares of common stock outstanding | 486,721,836 |  |  | 483,091,792 |  |  | 485,029,307 |  |  | 480,642,680 |
Effect of dilutive securities:(A)(B) |  |  |  |  |  |  |
Stock options | 1,078,804 |  | — |  | 988,302 |  |  | — |
Common stock purchase warrants | — |  | — |  | — |  |  | 2,223,336 |
Restricted stock | 120,151 |  | 285,169 |  | 197,452 |  |  | 247,384 |
Time-based restricted stock unit awards | 1,488,716 |  | — |  | 1,152,513 |  |  | — |
Performance-based restricted stock unit awards | 1,295,297 |  | — |  | 950,579 |  |  | — |
Time vesting Class B Profits Units(A)(B) | 134,776 |  |  | — |  |  | 67,388 |  |  | — |
Performance vesting Class B Profits Units(A)(B) | 141,702 |  |  | — |  |  | 70,851 |  |  | — |
Diluted weighted average shares of common stock outstanding | 490,981,282 |  |  | 483,376,961 |  |  | 488,456,392 |  |  | 483,113,400 |
Basic earnings (loss) per share attributable to common stockholders | $ | 0.44 |  |  | $ | 0.74 |  |  | $ | 0.98 |  |  | $ | 0.89 |
Diluted earnings (loss) per share attributable to common stockholders | $ | 0.43 |  |  | $ | 0.74 |  |  | $ | 0.97 |  |  | $ | 0.88 |
(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.

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