Rithm Capital Corp.

“Investing in our securities involves a high degree of risk. You should carefully read and consider the following risk factors, together with the other information contained in this Annual Report. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, financial condition, cash flows or results of operations.”

“We may not be able to successfully execute our business strategy, which could adversely affect our business, financial condition, cash flows and/or results of operations.”

“We cannot assure you that we will be able to successfully operate our business, including executing on our strategy to operate as a diversified investment and asset management platform focused on real estate, credit and financial services. This strategy depends on our ability to allocate capital effectively across operating businesses, balance sheet investments and fee-based asset management activities, integrate operating capabilities within our asset management businesses and adapt to changing market and regulatory conditions. Additionally, our results of operations depend on several factors…”

“Our business model exposes us to complex operational risks across multiple businesses and asset classes.”

“We operate through multiple business segments, including (i) Origination and Servicing, (ii) Residential Transitional Lending, (iii) Asset Management and (iv) Investment Portfolio, and have increasingly undertaken business initiatives to expand the breadth of our operations and product offerings. Each of our business segments has distinct operational, market and regulatory risks, as further described in these risk factors. See “—Risks Related to Origination and Servicing; —Risks Related to Our Residential Transitional Lending Business; —Risks Related to Our Asset Management Business; and —Risk…”