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EQUITY AND EARNINGS PER SHARE
 9 Months Ended
Sep. 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 nine months ended September 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 nine months ended September 30, 2024, the Company did not repurchase any shares of its common stock or its preferred stock.

On September 26, 2024, in a public offering, Rithm Capital issued 30.0 million shares of its common stock at a par value of $0.01 per share for gross proceeds of $340.2 million, before deducting estimated offering costs.

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 SharesThree Months Ended
September 30,		Nine Months Ended
September 30,
SeriesSeptember 30, 2024December 31, 2023
Liquidation Preference(A)
Issuance Discount
Carrying Value(B)
2024202320242023
Series A, issued July 2019(C)(E)
6,200,000 6,200,000 $155,002 3.15 %$149,822 $0.71 $0.47 $1.65 $1.41 
Series B, issued August 2019(C)(E)
11,261,000 11,261,000 281,518 3.15 %272,654 0.70 0.45 1.59 1.34 
Series C, 6.375% issued February 2020(C)
15,903,000 15,903,000 397,584 3.15 %385,289 0.40 0.40 1.20 1.20 
Series D, 7.00% issued September 2021(D)
18,600,000 18,600,000 465,000 3.15 %449,489 0.44 0.44 1.31 1.31 
Total51,964,000 51,964,000 $1,299,104 $1,257,254 $2.25 $1.76 $5.75 $5.26 
(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.
(E)Effective August 15, 2024, dividends on the Series A and Series B accumulate at a floating rate. For the third quarter 2024 dividend, the Series A accrued dividends at a percentage of the $25.00 liquidation preference per share of the Series A equal to a floating rate of a three-month LIBOR plus a spread of 5.802%, and dividends on the Series B accumulated at a percentage of the $25.00 liquidation preference per share of the Series B preferred shares equal to a floating rate of a three-month LIBOR plus a spread of 5.640%.

On September 20, 2024, Rithm Capital’s board of directors declared third quarter 2024 preferred dividends of approximately $0.71 per share of Series A, $0.70 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 $4.4 million, $7.9 million, $6.3 million and $8.1 million, respectively.

Common dividends have been declared as follows:
Declaration DatePayment DatePer ShareTotal Amounts Distributed (millions)
Quarterly Dividend
June 23, 2023July 2023$0.25 $120.8 
September 14, 2023October 2023$0.25 $120.8 
December 12, 2023January 2024$0.25 $120.8 
March 20, 2024April 2024$0.25 $120.9 
June 18, 2024July 2024$0.25 $122.4 
September 20, 2024November 2024$0.25 $129.9 

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 September 30, 2024. The last sales price on the New York Stock Exchange for Rithm Capital’s common stock in the quarter ended September 30, 2024, was $11.35 per share:
Recipient
Date of
Grant/
Exercise(A)
Number of Unexercised
Options
Options
Exercisable
as of
September 30, 2024
Weighted
Average
Exercise
Price(B)
Intrinsic Value of Exercisable Options as of
September 30, 2024
Independent DirectorsVarious2,000 2,000 $10.70 $1 
Former Manager20171,130,916 1,130,916 12.84 — 
Former Manager20185,320,000 5,320,000 15.57 — 
Former Manager20196,351,000 6,351,000 14.95 — 
Former Manager20201,619,739 1,619,739 16.30 — 
Former Manager20217,050,335 7,050,335 9.38 13,912
Outstanding21,473,990 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 three and nine months ended September 30, 2024. There were 21,473,990 options outstanding as of September 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
September 30,		Nine Months Ended
September 30,
2024202320242023
Net income$123,581 $221,191 $649,585 $697,825 
Noncontrolling interests in income of consolidated subsidiaries
1,839 4,848 8,252 10,437 
Dividends on preferred stock24,718 22,394 69,508 67,184 
Net Income Attributable to Common Stockholders$97,024 $193,949 $571,825 $620,204 
Basic weighted average shares of common stock outstanding491,362,857 483,214,061 487,155,900 481,503,762 
Effect of Dilutive Securities:(A)(B)
Stock options1,239,374363,7791,073,199 120,828 
Common stock purchase warrants——— 1,484,737 
Restricted stock140,547180,686178,701 224,350 
Time-based restricted stock unit awards
1,817,896278,9511,375,982 92,651 
Performance-based restricted stock unit awards
1,633,437312,8111,179,634 103,899 
Time vesting Class B Profits Units(A)(B)
245,439 — 126,893 — 
Performance vesting Class B Profits Units(A)(B)
361,137 — 167,817 — 
Diluted Weighted Average Shares of Common Stock Outstanding496,800,687 484,350,288 491,258,126 483,530,227 
Basic Earnings per Share Attributable to Common Stockholders$0.20 $0.40 $1.17 $1.29 
Diluted Earnings per Share Attributable to Common Stockholders$0.20 $0.40 $1.16 $1.28 
(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.