Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 30, 2022, the board of directors (the "Board") of Rithm Capital Corp. (the "Company") elected Peggy Hwan Hebard as an independent director of the Company, effective as of January 1, 2023, in order to fill the vacancy resulting from the resignation of Robert McGinnis on December 14, 2022. Ms. Hebard will serve as a Class III director with a term expiring at the 2025 annual meeting of the stockholders of the Company. The Board also appointed Ms. Hebard as a member of the Audit Committee and Compensation Committee of the Board, effective as of January 1, 2023.

As of the date of the appointment, Ms. Hebard has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.

Ms. Hebard will receive the standard annual Board compensation for non-employee directors for 2023. In connection with her election, the Company entered into its customary indemnification agreement with Ms. Hebard.

Item 7.01. Regulation FD Disclosure.

A copy of the Company's press release announcing the election of Ms. Hebard to the Board is attached as Exhibit 99.1 hereto.

The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report with respect to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits

Exhibit
 Number                                 Description

  99.1     Press release, dated January 4, 2023, issued by Rithm Capital Corp.
104        Cover Page Interactive Data File - the cover page XBRL tags are
           embedded within the Inline XBRL document.

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