424B5 1 ny20004954x4_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-266599

PROSPECTUS SUPPLEMENT

(To Prospectus dated August 5, 2022)

Up to $500,000,000 of common stock

This prospectus supplement and the accompanying prospectus relate to the offer and sale, from time to time, of shares of our common stock, $0.01 par value per share, through BofA Securities, Inc., Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each a “sales agent” and together, the “sales agents”) pursuant to the terms of the distribution agreement (as it has been or may be amended or supplemented from time to time, the “Distribution Agreement”), among us and the sales agents. In accordance with the terms of the Distribution Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $500,000,000. Sales of our common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange (the “NYSE”) or sales made to or through a market maker other than on an exchange.

Our common stock is listed on the NYSE under the symbol “RITM.” The last reported sales price of our common stock on the NYSE on August 4, 2022 was $9.87 per share.

Each sales agent will receive a commission not to exceed 2% of the gross sales price per share for any shares of our common stock sold through it as our sales agent under the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, the sales agents will use their commercially reasonable efforts to sell on our behalf any shares of common stock to be offered by us under the Distribution Agreement. The offering of shares of our common stock pursuant to the Distribution Agreement will terminate upon the earlier of (1) the sale of all the shares of our common stock subject to the Distribution Agreement, and (2) the termination of the Distribution Agreement, pursuant to its terms, by either the sales agents or us.

Under the terms of the Distribution Agreement, we also may sell shares of our common stock to any sales agent, as principal for its own account, at a price per share to be agreed upon at the time of sale. If we sell shares of our common stock to any sales agent, acting as principal, we will enter into a separate terms agreement with that sales agent, setting forth the terms of such transaction, and we will describe the terms agreement in a separate prospectus supplement or pricing supplement.

Certain of our affiliates may also purchase securities in any offering.

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-4 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.

BofA Securities

Barclays

BTIG

Citigroup

Credit Suisse

J.P. Morgan

Nomura

Raymond

James

RBC Capital Markets

Wells Fargo

Securities

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

ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
WHERE YOU CAN FIND MORE INFORMATION			S-iii
INCORPORATION BY REFERENCE			S-iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-v
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-4
USE OF PROCEEDS			S-6
DISTRIBUTION POLICY			S-6
PLAN OF DISTRIBUTION			S-8
LEGAL MATTERS			S-10
EXPERTS			S-10

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

SEC Form 424B5 filed by New Residential Investment Corp.