424B5 1 ny20004954x3_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-266599

PROSPECTUS SUPPLEMENT

(To Prospectus dated August 5, 2022)

47,597,270 Shares

Common Stock

This prospectus supplement relates to the offer and sale, from time to time, of up to 47,597,270 shares of our common stock, $0.01 par value per share (the “common stock”), by the selling stockholders (the “selling stockholders”) identified in this prospectus supplement. We will not receive any proceeds from the sale of shares of our common stock covered by this prospectus supplement. We will pay all expenses of the registration of the common stock and certain other expenses.

The registration of the offer and sale of shares of our common stock covered by this prospectus supplement satisfies certain contractual obligations and does not necessarily mean that the selling stockholders identified in this prospectus supplement will offer to sell any of the shares of common stock offered hereby.

The selling stockholders will act independently in making decisions with respect to the timing, manner and size of any sale or non-sale related transfer. The selling stockholders may sell these shares in one or more transactions (including one or more underwritten offerings) at the market price for our common stock prevailing at the time of sale, a price related to the prevailing market price, a negotiated price or such other price as the selling stockholders determine from time to time. See “Plan of Distribution.”

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RITM.” Our common stock previously traded on the NYSE under the symbol “NRZ.” The last reported sales price of our common stock on the NYSE on August 4, 2022 was $9.87 per share.

Investing in shares of our common stock involves a high degree of risk. Before buying any shares of our common stock, you should carefully consider the risks that we have described in “Risk factors” beginning on page S-2 of this prospectus supplement, as well as those described in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 5, 2022.

			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-iv
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-2
USE OF PROCEEDS			S-3
SELLING STOCKHOLDERS			S-4
PLAN OF DISTRIBUTION			S-6
LEGAL MATTERS			S-8
EXPERTS			S-8
WHERE YOU CAN FIND MORE INFORMATION			S-8
INCORPORATION BY REFERENCE			S-9

ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			3
THE COMPANY			6
RISK FACTORS			7
USE OF PROCEEDS			7
DESCRIPTION OF DEBT SECURITIES			8
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF DEPOSITARY SHARES			21
DESCRIPTION OF WARRANTS			23
DESCRIPTION OF SUBSCRIPTION RIGHTS			24
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS			25
SELLING STOCKHOLDERS			25
CERTAIN PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS			26
U.S. FEDERAL INCOME TAX CONSIDERATIONS			29
ERISA CONSIDERATIONS			53
PLAN OF DISTRIBUTION			55
LEGAL MATTERS			59
EXPERTS			59

	Ownership Before Offering		Shares Offered by this Prospectus Supplement	Ownership After Offering
Name and Address of the Selling Stockholder³	Shares of Common Stock⁴	% of Common Stock⁽¹⁾	Shares of Common Stock	Shares of Common Stock	% of Common Stock
Canyon Capital Advisors LLC⁽²⁾	24,591,929	5.3%	24,591,929	0	0.0%
CF NRS-E LLC⁽³⁾	23,005,341	4.9%	23,005,341	0	0.0%
Total	47,597,270	10.2%	47,597,270	0	0.0%

SEC Form 424B5 filed by New Residential Investment Corp.