RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On July 22, 2024, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the previously issued unaudited consolidated financial statements and notes thereto as of and for the three months ended March 31, 2024 (the “Affected Financial Statements”) need to be restated and should no longer be relied on. Amounts depicted as “As Restated” throughout the accompanying consolidated financial statements and notes thereto include the impact of the restatement. The Company has restated its unaudited consolidated financial statements as of and for the quarterly period ended March 31, 2024 in the following tables (prior period financial information that is referenced in the following tables was restated in the Amended 2023 10-K/A). The impact of the restatement on the Affected Financial Statements are presented within the tables below and relate to one of the following categories: (a) an error in accounting treatment of certain private label mortgage securitization trusts (“Trusts”), classified as VIEs, that management concluded should be consolidated subject to ASC 810 - Consolidation , and its various interpretations. The conclusion is based on the determination that the Company should be treated as the primary beneficiary of these VIEs, a determination that involves complex and subjective analyses. As a result, the Company determined it necessary to consolidate the Trusts. To correct the error, adjustments were made to eliminate the Company’s retained interest in the Trusts from Real estate and other securities and to reflect the assets of the Trusts as Investments, at fair value and other assets of consolidated entities presented within Assets of consolidated CFEs and the liabilities of the Trusts as Notes payable, at fair value and other liabilities of consolidated entities presented within Liabilities of consolidated CFEs within the Consolidated Balance Sheets. The Company eliminated interest income on previously recognized retained interest, servicing fees related to the assets of the Trusts and any gain/loss on sale of the assets to the Trusts. The change in fair value of the consolidated assets and liabilities and the related interest are recognized in Realized and unrealized gains (losses), net on the Consolidated Statements of Operations. The related adjustments are reflected within the “Error Adjustments” column within the tables below. See Note 2 to the Company’s Consolidated Financial Statements contained in the Company’s Amended 2023 Form 10-K/A for policies of certain consolidated entities and Note 21 for further details on VIEs. These adjustments did not have any impact on the Company’s net income, equity or unrestricted cash position. In addition, there was no effect on retained earnings or other components of stockholders’ equity as of the beginning of the earliest period presented. (b) an immaterial previously unrecorded adjustment related to incorrect netting of treasury securities payable and related financing. This adjustment requires a gross up of reverse repurchase agreement assets and treasury securities payable in the amount of $3.0 billion, a decrease of Other assets by $42.9 million for the difference in carrying value of reverse repurchase agreements and treasury securities payable, and an increase of Accrued expenses and other liabilities in the amount of $5.5 million for accrued interest payable on treasury securities payable as of December 31, 2023 within the Consolidated Balance Sheets. In addition, the Company corrected a second immaterial previously unrecorded adjustment to correct the classification of restricted cash in the amount of $10.9 million which impacted the Consolidated Balance Sheet as of March 31, 2024 and the Consolidated Statement of Cash Flows for the three months ended March 31, 2024. The related adjustments are reflected within the “Error Adjustments” column within the tables below. This adjustment did not have any impact on the Company’s net income, equity or unrestricted cash position. (c) reclassifications of certain prior period amounts related to consolidated loan securitizations - mortgage loans receivable and consolidated funds to conform to the presentation of consolidated CFEs as described in (a) above. Reclassifications have no impact on the Company’s net income, equity or unrestricted cash position and are only included in order to conform the presentation across the periods presented. Accordingly, the tables below present the effect of these adjustments, including the reclassifications, on the affected line items in the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as reported in the Company’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2024. Consolidated Balance Sheet: March 31, 2024 As Reported Error Adjustments * Subtotal Reclassifications (c)* As Restated Assets Mortgage servicing rights and mortgage servicing rights financing receivables, at fair value $ 8,706,723 $ — $ 8,706,723 $ — $ 8,706,723 Real estate and other securities (includes $14,832,401 at fair value) 15,314,199 (456,913) (a) 14,857,286 — 14,857,286 Residential mortgage loans, held-for-investment, at fair value 365,398 — 365,398 — 365,398 Residential mortgage loans, held-for-sale (includes $3,691,700 at fair value) (A) 3,766,115 — 3,766,115 — 3,766,115 Consumer loans, held-for-investment, at fair value (A) 1,103,799 — 1,103,799 — 1,103,799 Single-family rental properties 1,007,172 — 1,007,172 — 1,007,172 Mortgage loans receivable, at fair value 2,384,744 — 2,384,744 (341,831) 2,042,913 Residential mortgage loans subject to repurchase 1,845,889 — 1,845,889 — 1,845,889 Cash and cash equivalents (A) 1,136,437 — 1,136,437 — 1,136,437 Restricted cash (A) 394,546 10,856 (b) 405,402 (22,463) 382,939 Servicer advances receivable 2,586,409 — 2,586,409 — 2,586,409 Reverse repurchase agreement — 3,040,756 (b) 3,040,756 — 3,040,756 Other assets (includes $1,124,961 at fair value) (A) 3,509,497 (53,737) (b) 3,455,760 (344,074) 3,111,686 Assets of consolidated CFEs (A) : Investments, at fair value and other assets — 3,273,691 (a) 3,273,691 708,368 3,982,059 Total Assets $ 42,120,928 $ 5,814,653 $ 47,935,581 $ — $ 47,935,581 Liabilities and Equity Liabilities Secured financing agreements (A) $ 18,271,046 $ — $ 18,271,046 $ — $ 18,271,046 Secured notes and bonds payable (includes $221,922 at fair value) (A) 10,045,375 — 10,045,375 (324,062) 9,721,313 Residential mortgage loan repurchase liability 1,845,889 — 1,845,889 — 1,845,889 Unsecured notes, net of issuance costs 1,205,411 — 1,205,411 — 1,205,411 Treasury securities payable — 2,992,477 (b) 2,992,477 — 2,992,477 Payable for investments purchased 1,271,542 — 1,271,542 — 1,271,542 Dividends payable 135,695 — 135,695 — 135,695 Accrued expenses and other liabilities (includes $33,586 at fair value) (A) 2,102,598 5,488 (b) 2,108,086 (223,559) 1,884,527 Liabilities of consolidated CFEs (A) : — Notes payable, at fair value and other liabilities — 2,816,688 (a) 2,816,688 547,621 3,364,309 Total Liabilities 34,877,556 5,814,653 40,692,209 — 40,692,209 Equity Preferred stock, $0.01 par value, 100,000,000 shares authorized, 51,964,122 issued and outstanding, $1,299,104 aggregate liquidation preference 1,257,254 — 1,257,254 — 1,257,254 Common stock, $0.01 par value, 2,000,000,000 shares authorized, 483,477,713 issued and outstanding 4,836 — 4,836 — 4,836 Additional paid-in capital 6,075,080 — 6,075,080 — 6,075,080 Retained earnings (accumulated deficit) (232,119) — (232,119) — (232,119) Accumulated other comprehensive income 44,501 — 44,501 — 44,501 Total Rithm Capital stockholders’ equity 7,149,552 — 7,149,552 — 7,149,552 Noncontrolling interests in equity of consolidated subsidiaries 93,820 — 93,820 — 93,820 Total Equity 7,243,372 — 7,243,372 — 7,243,372 Total Liabilities and Equity $ 42,120,928 $ 5,814,653 $ 47,935,581 $ — $ 47,935,581 (A) The Company's Consolidated Balance Sheets include assets and liabilities of consolidated VIEs and certain other consolidated VIEs classified as CFEs that are presented separately and measured under the CFE election. VIE assets can only be used to settle obligations and liabilities of the VIEs. VIE creditors do not have recourse to Rithm Capital Corp. As of March 31, 2024, total assets of such consolidated VIEs were $5.8 billion, and total liabilities of such consolidated VIEs were $4.9 billion. See Note 21 for further details. * See the beginning of this Note 3, for explanations of the adjustments and reclassifications by type referenced in the above table as (a), (b), and (c). Consolidated Statement of Operations: Three Months Ended March 31, 2024 As Reported Error Adjustments * Subtotal Reclassifications (c)* As Restated Revenues Origination and Servicing, Investment Portfolio, Mortgage Loans Receivable and Corporate Servicing fee revenue, net and interest income from MSRs and MSR financing receivables $ 470,203 $ (312) (a) $ 469,891 $ — $ 469,891 Change in fair value of MSRs and MSR financing receivables (includes realization of cash flows of $(116,839)) 84,175 — 84,175 — 84,175 Servicing revenue, net 554,378 (312) 554,066 — 554,066 Interest income 448,179 (9,348) (a) 438,831 (8,945) 429,886 Gain on originated residential mortgage loans, held-for-sale, net 149,545 (7,087) (a) 142,458 — 142,458 Other revenues 58,348 — 58,348 — 58,348 1,210,450 (16,747) 1,193,703 (8,945) 1,184,758 Asset Management Asset management revenues 75,860 — 75,860 — 75,860 1,286,310 (16,747) 1,269,563 (8,945) 1,260,618 Expenses Interest expense and warehouse line fees 414,365 — 414,365 (4,538) 409,827 General and administrative 195,118 2,076 (a) 197,194 — 197,194 Compensation and benefits 235,778 — 235,778 — 235,778 845,261 2,076 847,337 (4,538) 842,799 Other Income (Loss) Realized and unrealized gains (losses), net (68,134) 18,881 (a) (49,253) 4,407 (44,846) Other income (loss), net 7,984 (58) (a) 7,926 — 7,926 (60,150) 18,823 (41,327) 4,407 (36,920) Income (loss) before income taxes 380,899 — 380,899 — 380,899 Income tax expense (benefit) 93,412 — 93,412 — 93,412 Net Income (loss) $ 287,487 $ — $ 287,487 $ — $ 287,487 Noncontrolling interests in income (loss) of consolidated subsidiaries 3,452 — 3,452 — 3,452 Dividends on preferred stock 22,395 — 22,395 — 22,395 Net income (loss) attributable to common stockholders $ 261,640 $ — $ 261,640 $ — $ 261,640 Net Income (loss) per share of common stock Basic $ 0.54 $ — $ 0.54 $ — $ 0.54 Diluted $ 0.54 $ — $ 0.54 $ — $ 0.54 Weighted average number of shares of common stock outstanding Basic 483,336,777 — 483,336,777 — 483,336,777 Diluted 485,931,501 — 485,931,501 — 485,931,501 Dividends declared per share of common stock $ 0.25 $ — $ 0.25 $ — $ 0.25 * See the beginning of this Note 3, for explanations of the adjustments and reclassifications by type referenced in the above table as (a), (b), and (c). Consolidated Statement of Cash Flows: Three Months Ended March 31, 2024 As Reported Error Adjustments * Subtotal Reclassifications (c)* As Restated Net income (loss) $ 287,487 $ — $ 287,487 $ — $ 287,487 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Change in fair value of investments, net 341,744 (525) (a) 341,219 — 341,219 Change in fair value of equity investments (6,012) — (6,012) — (6,012) Change in fair value of secured notes and bonds payable 4,605 — 4,605 — 4,605 (Gain) loss on settlement of investments, net (274,709) — (274,709) — (274,709) (Gain) loss on sale of originated residential mortgage loans, held-for-sale, net (149,545) 7,088 (a) (142,457) — (142,457) (Gain) loss on transfer of loans to real estate owned ("REO") (2,166) — (2,166) — (2,166) Accretion and other amortization (21,091) (133) (a) (21,224) — (21,224) Provision (reversal) for credit losses on securities, loans and REO 462 — 462 — 462 Non-cash portions of servicing revenue, net (76,376) — (76,376) — (76,376) Deferred tax provision 90,628 — 90,628 — 90,628 Mortgage loans originated and purchased for sale, net of fees (11,439,065) — (11,439,065) — (11,439,065) Sales proceeds and loan repayment proceeds for residential mortgage loans, held-for-sale 10,114,343 (257,597) (a) 9,856,746 — 9,856,746 Residential mortgage loan repayment proceeds of consolidated CFEs — 80,822 (a) 80,822 — 80,822 Interest received from servicer advance investments, loans and other 13,488 — 13,488 — 13,488 Purchase of investments of consolidated CFEs — — — (9,811) (9,811) Proceeds from sale and repayments of investments of consolidated CFEs — — — 2,090 2,090 Changes in: Servicer advances receivable, net 165,425 — 165,425 — 165,425 Other assets 29,916 — 29,916 7,721 37,637 Accrued expenses and other liabilities (223,335) — (223,335) — (223,335) Net cash provided by (used in) operating activities (1,144,201) (170,345) (1,314,546) — (1,314,546) Cash Flows From Investing Activities Purchase of US Treasuries (4,733,368) — (4,733,368) — (4,733,368) Purchase of servicer advance investments (212,656) — (212,656) — (212,656) Purchase of RMBS (16,928) 15,037 (a) (1,891) (1,891) US Treasury short sales 1,425,370 — 1,425,370 — 1,425,370 Reverse repurchase agreements entered (1,256,872) — (1,256,872) — (1,256,872) Purchase of Single-family rental (“SFR”) properties, MSRs and other assets (63,877) — (63,877) — (63,877) Draws on revolving consumer loans (4,113) — (4,113) — (4,113) Origination of mortgage loans receivable (649,698) — (649,698) — (649,698) Net settlement of derivatives 371,827 — 371,827 — 371,827 Return of investments in Excess MSRs 10,423 — 10,423 — 10,423 Principal repayments from servicer advance investments 224,039 — 224,039 — 224,039 Principal repayments from RMBS 177,333 (12,009) (a) 165,324 — 165,324 Principal repayments from residential mortgage loans 12,187 — 12,187 — 12,187 Principal repayments from consumer loans 153,479 — 153,479 — 153,479 Principal repayments from mortgage loans receivable 505,091 — 505,091 (81,822) 423,269 Three Months Ended March 31, 2024 As Reported Error Adjustments * Subtotal Reclassifications (c)* As Restated Mortgage loans receivable repayment proceeds of consolidated entities — — — 81,822 81,822 Proceeds from sale of MSRs and MSR financing receivables (671) — (671) — (671) Proceeds from sale of REO 5,216 — 5,216 — 5,216 Net cash provided by (used in) investing activities (4,053,218) 3,028 (4,050,190) — (4,050,190) Cash Flows From Financing Activities Repayments of secured financing agreements (18,055,590) — (18,055,590) — (18,055,590) Repayments of warehouse credit facilities (10,778,294) — (10,778,294) — (10,778,294) Repayment of unsecured senior notes (275,000) — (275,000) — (275,000) Net settlement of margin deposits under repurchase agreements and derivatives (346,569) — (346,569) — (346,569) Repayments of secured notes and bonds payable (1,405,197) — (1,405,197) — (1,405,197) Deferred financing fees (8,298) — (8,298) — (8,298) Dividends paid on common and preferred stock (143,298) — (143,298) — (143,298) Borrowings under secured financing agreements 22,495,882 — 22,495,882 — 22,495,882 Borrowings under warehouse credit facilities 12,047,306 — 12,047,306 — 12,047,306 Borrowings under notes receivable financing — — — — — Borrowings under secured notes and bonds payable 761,266 — 761,266 — 761,266 Proceeds from issuance of unsecured senior notes 767,103 — 767,103 — 767,103 Noncontrolling interest in equity of consolidated subsidiaries - distributions (3,728) — (3,728) — (3,728) Proceeds from issuance of debt obligations of consolidated CFEs — 257,597 (a) 257,597 — 257,597 Repayments of debt obligations of consolidated CFEs — (87,545) (a) (b) (87,545) — (87,545) Net cash provided by (used in) financing activities 5,055,583 170,052 5,225,635 — 5,225,635 Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash (141,836) 2,735 (139,101) — (139,101) Cash, Cash Equivalents and Restricted Cash, Beginning of Period 1,672,819 24,276 (a) (b) 1,697,095 — 1,697,095 Cash, Cash Equivalents and Restricted Cash, End of Period $ 1,530,983 $ 27,011 $ 1,557,994 $ — $ 1,557,994 Supplemental Disclosure of Cash Flow Information Cash paid during the period for interest 419,701 46,263 (a) 465,964 — 465,964 Cash paid during the period for income taxes 1,259 — 1,259 — 1,259 Supplemental Schedule of Non-Cash Investing and Financing Activities Dividends declared but not paid on common and preferred stock 143,199 — 143,199 — 143,199 Transfer from residential mortgage loans to REO and other assets 5,917 — 5,917 — 5,917 Real estate securities retained from loan securitizations 34,203 (34,203) (a) — — — Residential mortgage loans subject to repurchase 1,845,889 — 1,845,889 — 1,845,889 Purchase of Agency RMBS, settled after quarter-end 1,271,542 — 1,271,542 — 1,271,542 |