Rithm Capital Corp.RITM
Rithm Capital Corp. Debt Disclosure
DEBT OBLIGATIONS
The following table summarizes secured financing agreements, secured notes, bonds payable and notes payable and other liabilities of consolidated entities:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Collateral | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Obligations/Collateral(C) | Outstanding Face Amount | Carrying Value(A) | Final Stated Maturity(B) | Weighted Average Funding Cost | Weighted Average Life (Years) | Outstanding Face | Amortized Cost Basis | Carrying Value | Weighted Average Life (Years) | Carrying Value(A) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Secured Financing Agreements: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warehouse credit facilities - residential mortgage loans(D) | $ | 5,091,525 | $ | 5,091,525 | Jan-26 to Mar-28 | 5.3 | % | 0.4 | $ | 5,685,873 | $ | 5,755,559 | $ | 5,752,716 | 21.5 | $ | 4,231,879 | |||||||||||||||||||||||||||||||||||||||||||||
Warehouse credit facilities - RTLs(F) | 2,019,808 | 2,019,808 | Jul-26 to Mar-28 | 6.0 | % | 2.1 | 2,354,953 | 2,360,883 | 2,360,883 | 1.2 | 1,547,307 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Government and government-backed securities(F) | 5,130,519 | 5,130,519 | Jan-26 to Jul-26 | 4.3 | % | 0.5 | 5,230,356 | 5,119,755 | 5,353,092 | 8.0 | 9,782,976 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Agency securities(D) | 936,424 | 936,424 | Jan-26 to Oct-28 | 5.4 | % | 0.2 | 15,585,267 | 1,261,281 | 1,334,900 | 4.8 | 744,457 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Jupiter(E) | 110,688 | 110,688 | Dec-26 | 6.4 | % | 1.0 | 192,500 | 192,500 | 194,286 | 0.7 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Excess MSRs(F) | 202,000 | 201,660 | Sep-26 | 6.3 | % | 0.7 | 47,862,469 | 265,860 | 304,407 | 5.9 | 222,452 | |||||||||||||||||||||||||||||||||||||||||||||||||||
CLOs(F) | 259,372 | 257,796 | Jan-30 to Jul-39 | 3.8 | % | 7.2 | 260,193 | N/A | 259,896 | 7.2 | 170,990 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Real estate(F) | 15,382 | 15,382 | Feb-26 to Mar-28 | 6.5 | % | 1.0 | N/A | 27,523 | 25,797 | N/A | 82,406 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total secured financing agreements | 13,765,718 | 13,763,802 | 5.0 | % | 0.8 | 16,782,467 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Secured Notes and Bonds Payable: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MSRs(H) | 6,800,263 | 6,785,138 | Mar-26 to Nov-31 | 6.7 | % | 2.5 | 584,423,366 | 8,708,453 | 10,233,740 | 6.1 | 5,838,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Servicer advance investments(I) | 229,069 | 229,069 | Oct-27 | 6.2 | % | 1.8 | 258,157 | 283,725 | 294,322 | 7.4 | 258,183 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Servicer advances(I) | 2,528,871 | 2,528,896 | Feb-26 to Jun-29 | 6.0 | % | 1.9 | 2,922,259 | 2,939,685 | 2,939,685 | 0.6 | 2,629,802 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Consumer loans(J) | 679,855 | 660,565 | Oct-26 to Sep-37 | 4.0 | % | 1.8 | 930,844 | 775,008 | 784,399 | 6.4 | 564,791 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Real estate(K) | 4,920,130 | 4,755,270 | Jun-26 to Aug-30 | 4.4 | % | 2.5 | N/A | 4,471,992 | 4,471,992 | N/A | 716,649 | |||||||||||||||||||||||||||||||||||||||||||||||||||
RTLs(L) | 200,000 | 200,000 | Jul-26 | 5.8 | % | 0.5 | 231,001 | 231,001 | 232,303 | 0.4 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Secured facility - asset management(N) | — | — | N/A | — | % | 0.0 | N/A | N/A | N/A | N/A | 71,971 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other investments(F) | 40,000 | 40,000 | Feb-30 | 6.0 | % | 4.1 | N/A | N/A | N/A | N/A | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
CLOs(F) | 4,856 | 4,832 | Jul-30 | 6.1 | % | 4.5 | 7,126 | N/A | 6,187 | 4.5 | 18,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total secured notes and bonds payable | 15,403,044 | 15,203,770 | 5.7 | % | 2.3 | 10,298,075 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable and Secured Financing of Consolidated Entities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidated funds(M) | 1,218,425 | 1,209,739 | Aug-27 to Jan-38 | 5.7 | % | 9.9 | 1,280,207 | N/A | 1,307,811 | 4.0 | 959,958 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage loans | 2,919,256 | 2,820,922 | Apr-41 to Dec-55 | 8.9 | % | 26.0 | 3,347,429 | N/A | 3,265,142 | 26.0 | 2,369,934 | |||||||||||||||||||||||||||||||||||||||||||||||||||
RTLs | 861,949 | 867,141 | Mar-39 to Sep-39 | 6.2 | % | 13.4 | 905,959 | N/A | 927,089 | 0.8 | 859,023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total notes payable and secured financing of consolidated entities | 4,999,630 | 4,897,802 | 7.7 | % | 19.9 | 4,188,915 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total / Weighted Average | $ | 34,168,392 | $ | 33,865,374 | 5.7 | % | 4.3 | $ | 31,269,457 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(A)Net of deferred financing costs.
(B)Debt obligations with a stated maturity through the date of issuance of the consolidated financial statements were refinanced, extended or repaid.
(C)Associated with accrued interest payable of approximately $119.4 million and $239.4 million as of December 31, 2025 and 2024, respectively.
(D)Based on SOFR interest rates. Includes repurchase agreements and related collateral on non-Agency securities retained through consolidated securitizations.
(E)Refers to a repurchase agreement with an interest equal to the sum of (i) a floating rate equal to SOFR and (ii) a margin of 2.8%
(F)All SOFR- or Euro Interbank Offered Rate (EURIBOR)-based floating interest rates.
(G)Repurchase agreements are based on a fixed-rate. Collateral carrying value includes margin deposits.
(H)Includes $5.5 billion of MSR notes with an interest equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 2.5% to 3.8%; and $1.3 billion of MSR notes with fixed interest rates ranging 3.1% to 7.4%. The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the MSRs and MSR financing receivables securing these notes.
(I)Includes $1.7 billion of debt with an interest rate equal to the sum of (i) a floating rate index equal to SOFR and (ii) a margin ranging from 1.5% to 2.9%; and $1.0 billion of debt with fixed interest rates ranging from 3.9% to 5.3%. Collateral includes servicer advance investments, as well as servicer advances receivable related to the MSRs and MSR financing receivables owned by NRM and Newrez.
(J)Includes (i) SpringCastle debt, which is primarily composed of the following classes of asset-backed notes held by third parties: $106.8 million UPB of Class A notes with a coupon of 2.0% and $53.0 million UPB of Class B notes with a coupon of 2.7%, (ii) $131.1 million of debt collateralized by the Marcus loans with an interest rate of SOFR plus a margin of 2.4% and (iii) $388.9 million of debt collateralized by the Upgrade loans with an interest rate of SOFR plus a margin of 1.6%.
(K)Includes $4.9 billion of fixed rate notes which bear interest ranging from 3.0% to 6.7%.
(L)Includes a fixed rate note which bears interest of 5.8%.
(M)Includes notes payable of consolidated CLOs and of a structured alternative investment solution. Weighted average rate is the effective rate for the senior notes with stated coupon rates. The subordinate notes with UPB of $18.0 million do not have a stated rate of interest. Weighted average life of a structured alternative investment solution is based on expected maturity.
(N)The term loan was paid down during the fourth quarter of 2025.
General
Certain of the debt obligations included above are obligations of Rithm Capital’s consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of Rithm Capital Corp. The obligations and liabilities of VIEs may only be satisfied with the assets of the respective consolidated VIEs, and creditors of the VIE do not have recourse to Rithm Capital Corp.
As of December 31, 2025, Rithm Capital has margin exposure on $13.8 billion of secured financing agreements. To the extent that the value of the collateral underlying these secured financing agreements declines below the collateral margin trigger, Rithm Capital may be required to post margin, which could significantly impact its liquidity.
The following table summarizes activities related to the carrying value of secured debt obligations:
Servicer Advances and Excess MSRs(A) | MSRs | Government and Government-Backed and Other Securities | Residential Mortgage Loans | Consumer Loans | Real Estate, Net | RTLs | Asset Management, CLOs and Consolidated Funds | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 2,713,933 | $ | 4,800,728 | $ | 8,762,658 | $ | 5,204,666 | $ | 1,106,974 | $ | 1,130,258 | $ | 1,856,008 | $ | 501,483 | $ | 26,076,708 | ||||||||||||||||||||||||||||||||||||||
| Secured Financing Agreements: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | 223,241 | — | 70,352,653 | 63,522,887 | — | 52,361 | 3,450,754 | 25,715 | 137,627,611 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments | — | — | (68,587,878) | (61,227,849) | — | (314,313) | (3,240,457) | (28,143) | (133,398,640) | |||||||||||||||||||||||||||||||||||||||||||||||
| FX remeasurement | — | — | — | — | — | (3,082) | — | (10,641) | (13,723) | |||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized deferred financing costs, net of amortization | (789) | — | — | 257 | — | 6,356 | — | 110 | 5,934 | |||||||||||||||||||||||||||||||||||||||||||||||
| Secured Notes and Bonds Payable: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired borrowings, net of discount (Note 3) | 190,596 | — | — | — | — | — | — | — | 190,596 | |||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | 2,843,835 | 2,671,987 | — | — | — | — | — | 14,078 | 5,529,900 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments | (2,860,702) | (1,633,923) | — | (650,000) | (549,633) | (83,716) | — | (25,222) | (5,803,196) | |||||||||||||||||||||||||||||||||||||||||||||||
| FX remeasurement | — | — | — | — | — | — | — | (377) | (377) | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on notes, fair value | — | — | — | — | 6,262 | — | — | — | 6,262 | |||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized deferred financing costs, net of amortization | 323 | (542) | — | — | 1,188 | 11,191 | — | 2,544 | 14,704 | |||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable of Consolidated CFEs: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash borrowings | — | — | — | — | — | — | — | 512,590 | 512,590 | |||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | — | — | — | 49,726 | — | — | 861,949 | 721,341 | 1,633,016 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments | — | — | — | (358,443) | — | — | (324,062) | (494,135) | (1,176,640) | |||||||||||||||||||||||||||||||||||||||||||||||
| Discount on borrowings, net of amortization | — | — | — | (16,369) | — | — | — | — | (16,369) | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on notes, fair value | — | — | — | 76,938 | — | — | 901 | 2,039 | 79,878 | |||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized deferred financing costs, net of amortization | — | — | — | — | — | — | 1,237 | (34) | 1,203 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 3,110,437 | 5,838,250 | 10,527,433 | 6,601,813 | 564,791 | 799,055 | 2,606,330 | 1,221,348 | 31,269,457 | |||||||||||||||||||||||||||||||||||||||||||||||
| Secured Financing Agreements: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | — | — | 51,112,501 | 79,424,348 | — | 5,051 | 4,186,251 | 91,368 | 134,819,519 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments | (21,241) | — | (55,572,991) | (78,454,014) | — | (72,075) | (3,713,755) | (29,582) | (137,863,658) | |||||||||||||||||||||||||||||||||||||||||||||||
| FX remeasurement | — | — | — | — | — | — | — | 25,348 | 25,348 | |||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized deferred financing costs, net of amortization | 449 | — | — | — | — | — | 5 | (328) | 126 | |||||||||||||||||||||||||||||||||||||||||||||||
| Secured Notes and Bonds Payable: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired borrowings, net of discount (Note 3) | — | — | — | — | — | 3,706,618 | — | — | 3,706,618 | |||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | 3,023,226 | 3,898,556 | 40,000 | — | 432,404 | 324,954 | — | 10,988 | 7,730,128 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments | (3,153,895) | (2,944,135) | — | — | (337,582) | (1,657) | — | (98,127) | (6,535,396) | |||||||||||||||||||||||||||||||||||||||||||||||
| FX remeasurement | — | — | — | — | — | — | — | 224 | 224 | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on notes, fair value | — | — | — | — | (233) | — | — | — | (233) | |||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized deferred financing costs, net of amortization | 649 | (7,533) | — | — | 1,185 | 8,706 | — | 1,346 | 4,353 | |||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable and Secured Financing of Consolidated Entities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash borrowings | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | — | — | — | 906,488 | — | — | — | 329,488 | 1,235,976 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments | — | — | — | (528,435) | — | — | — | (74,954) | (603,389) | |||||||||||||||||||||||||||||||||||||||||||||||
| Discount on borrowings, net of amortization | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized (gain) loss on notes, fair value | — | — | — | 72,935 | — | — | 5,854 | (4,752) | 74,037 | |||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized deferred financing costs, net of amortization | — | — | — | — | — | — | 2,264 | — | 2,264 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 2,959,625 | $ | 6,785,138 | $ | 6,106,943 | $ | 8,023,135 | $ | 660,565 | $ | 4,770,652 | $ | 3,086,949 | $ | 1,472,367 | $ | 33,865,374 | ||||||||||||||||||||||||||||||||||||||
(A)Rithm Capital net settles daily borrowings and repayments of the secured notes and bonds payable on its servicer advances.
Maturities
Contractual maturities of debt obligations, including the Senior Unsecured Notes (as defined below), as of December 31, 2025 are as follows:
| Year Ending | Non-recourse(A) | Recourse(B) | Total | |||||||||||||||||
| 2026 | $ | 2,760,061 | $ | 13,676,934 | $ | 16,436,995 | ||||||||||||||
| 2027 | 3,482,571 | 904,527 | 4,387,098 | |||||||||||||||||
| 2028 | 805,377 | 1,019,493 | 1,824,870 | |||||||||||||||||
| 2029 | 1,440,000 | 3,355,827 | 4,795,827 | |||||||||||||||||
| 2030 | 1,917,637 | 540,000 | 2,457,637 | |||||||||||||||||
| 2031 and thereafter | 5,540,965 | — | 5,540,965 | |||||||||||||||||
| $ | 15,946,611 | $ | 19,496,781 | $ | 35,443,392 | |||||||||||||||
(A)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs and notes payable of consolidated entities of $1.9 billion, $9.1 billion, $0.0 billion, and $4.9 billion, respectively.
(B)Includes secured financing agreements, secured notes and bonds payable, unsecured notes net of issuance costs and notes payable of consolidated entities of $12.2 billion, $6.0 billion, $1.3 billion, and $0.0 billion, respectively.
Borrowing Capacity
The following table represents borrowing capacity as of December 31, 2025:
| Debt Obligations / Collateral | Borrowing Capacity | Balance Outstanding | Available Financing(A) | |||||||||||||||||
| Secured Financing Agreements: | ||||||||||||||||||||
Residential mortgage loans, RTLs, Jupiter and real estate | $ | 6,497,972 | $ | 3,643,963 | $ | 2,854,009 | ||||||||||||||
| Loan originations | 5,675,000 | 3,593,439 | 2,081,561 | |||||||||||||||||
| CLOs | 479,194 | 259,373 | 219,821 | |||||||||||||||||
| Excess MSRs | 350,000 | 202,000 | 148,000 | |||||||||||||||||
| Secured Notes and Bonds Payable: | ||||||||||||||||||||
| MSRs | 7,610,263 | 6,800,263 | 810,000 | |||||||||||||||||
| Servicer advances | 4,240,000 | 2,757,940 | 1,482,060 | |||||||||||||||||
| Real estate | 200,000 | 169,279 | 30,721 | |||||||||||||||||
| Liabilities of Consolidated Entities: | ||||||||||||||||||||
| Consolidated funds | 123,000 | 21,641 | 101,359 | |||||||||||||||||
| $ | 25,175,429 | $ | 17,447,898 | $ | 7,727,531 | |||||||||||||||
(A)Although available financing is uncommitted, the Company’s unused borrowing capacity is available if it has additional eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate.
Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in Rithm Capital’s equity or a failure to maintain a specified tangible net worth, liquidity or indebtedness to tangible net worth ratio. Rithm Capital was in compliance with all of its debt covenants as of December 31, 2025.
2030 Senior Unsecured Notes
On June 20, 2025, the Company issued $500.0 million aggregate principal amount of senior unsecured notes due on July 15, 2030 (the “2030 Senior Notes”) in a private offering for proceeds of approximately $495.0 million, net of commissions and estimated offering expenses payable by the Company. Interest on the 2030 Senior Notes accrues at the rate of 8.000% per annum with interest payable semi-annually in arrears on each of January 15th and July 15th, commencing on January 15, 2026.
The 2030 Senior Notes become redeemable in whole or in part at any time and from time to time, on or after July 15, 2027, at a price equal to the following fixed redemption prices (expressed as a percentage of principal amount of the 2030 Senior Notes to be redeemed):
| Year | Price | |||||||
| 2027 | 104.000 | % | ||||||
| 2028 | 102.000 | % | ||||||
| 2029 and thereafter | 100.000 | % | ||||||
Prior to July 15, 2027, the Company is entitled at its option, at any time and from time to time, to redeem the 2030 Senior Notes in whole or in part at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable redemption date, and accrued but unpaid interest, if any, to, but excluding the applicable date of redemption. In addition, prior to July 15, 2027, the Company is entitled at its option on one or more occasions to redeem the 2030 Senior Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2030 Senior Notes originally issued at a redemption price of 108.000%, plus accrued but unpaid interest, if any, to, but not including, the applicable redemption date with the net cash proceeds from one or more Qualified Equity Offerings (as defined in the Indenture, dated June 20, 2025, by and between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), pursuant to which the 2030 Senior Notes were issued (the “2030 Notes Indenture”)).
The Company incurred fees of approximately $5.4 million in relation to the issuance of the 2030 Senior Notes. These fees were capitalized as debt issuance cost and presented as part of unsecured notes, net of issuance costs on the consolidated balance sheets. In connection with the 2030 Senior Notes, for the year ended December 31, 2025, the Company recognized interest expense of $21.3 million. As of December 31, 2025, the unamortized debt issuance cost was approximately $5.0 million.
The 2030 Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2030 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2030 Senior Notes in the future, except under limited specified circumstances.
The 2030 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), a requirement that the Company maintain Total Unencumbered Assets (as defined in the 2030 Notes Indenture) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt of the Company, and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its properties and assets to another person, in each case subject to certain qualifications set forth in the 2030 Notes Indenture. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of December 31, 2025, the Company was in compliance with all covenants.
In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the 2030 Notes Indenture), each holder of the 2030 Senior Notes will have the right to require the Company to repurchase all or any part of such holder’s outstanding balance at a purchase price of 101% of the principal amount of the 2030 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.
2029 Senior Unsecured Notes
On March 19, 2024, the Company issued $775.0 million aggregate principal amount of senior unsecured notes due on April 1, 2029 (the “2029 Senior Notes”) in a private offering at an issue price of 98.981% for net proceeds of approximately $759.0 million, net of commissions and initial offering expenses. Interest on the 2029 Senior Notes accrues at the rate of 8.000% per annum with interest payable semi-annually in arrears on each of April 1st and October 1st, commencing on October 1, 2024.
The 2029 Senior Notes become redeemable in whole or in part at any time and from time to time, on or after April 1, 2026, at a price equal to the following fixed redemption prices (expressed as a percentage of principal amount of the 2029 Senior Notes to be redeemed):
| Year | Price | |||||||
| 2026 | 104.000 | % | ||||||
| 2027 | 102.000 | % | ||||||
| 2028 and thereafter | 100.000 | % | ||||||
Prior to April 1, 2026, the Company is entitled at its option, at any time and from time to time, to redeem the 2029 Senior Notes in whole or in part at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable redemption date, and accrued but unpaid interest, if any, to, but excluding the applicable date of redemption. In addition, prior to April 1, 2026, the Company is entitled at its option on one or more occasions to redeem the 2029 Senior Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 108.000%, plus accrued but unpaid interest, if any, to, but not including, the applicable redemption date with the net cash proceeds from one or more Qualified Equity Offerings (as defined in the Indenture, dated March 19, 2024, pursuant to which the 2029 Senior Notes were issued (the “2029 Notes Indenture”)).
The Company incurred fees of approximately $9.1 million in relation to the issuance of the 2029 Senior Notes. These fees were capitalized as debt issuance cost and presented as part of unsecured notes, net of issuance costs on the consolidated balance sheets. In connection with the 2029 Senior Notes, the Company recognized interest expense of $62.0 million and $48.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the unamortized discount and debt issuance cost was approximately $11.8 million and $14.8 million, respectively.
The 2029 Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2029 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries are required to guarantee the 2029 Senior Notes in the future, except under limited specified circumstances.
The 2029 Senior Notes contain financial covenants and other non-financial covenants, including, among other things, limits on the ability of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions), a requirement that the Company maintain Total Unencumbered Assets (as defined in the 2029 Notes Indenture) of not less than 120% of the aggregate principal amount of the outstanding unsecured debt of the Company and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its properties and assets to another person, in each case subject to certain qualifications set forth in the 2029 Notes Indenture. If the Company were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lenders. As of December 31, 2025, the Company was in compliance with all covenants.
In the event of a Change of Control or Mortgage Business Triggering Event (each as defined in the 2029 Notes Indenture), each holder of the 2029 Senior Notes will have the right to require the Company to repurchase all or any part of such holder’s outstanding balance at a purchase price of 101% of the principal amount of the 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.
2025 Senior Unsecured Notes
On September 16, 2020, the Company issued $550.0 million aggregate principal amount of senior unsecured notes due on October 15, 2025 (the “2025 Senior Notes” and, together with the 2030 Senior Notes and the 2029 Senior Notes, the “Senior Unsecured Notes”) in a private offering for net proceeds of $544.5 million. Interest on the 2025 Senior Notes accrued at the rate of 6.250% per annum with interest payable semi-annually in arrears on each April 15th and October 15th, commencing on April 15, 2021.
The notes became redeemable at any time and from time to time, on or after October 15, 2022 at certain fixed redemption prices. The Company was able to redeem the notes at a fixed redemption price of 100.000% after October 14, 2024 plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
The Company incurred fees of approximately $8.3 million in relation to the issuance of the 2025 Senior Notes which were capitalized as debt issuance cost and are presented as part of unsecured notes, net of issuance costs on the consolidated balance sheets. In connection with the 2025 Senior Notes, the Company recognized interest expense of $8.6 million, $20.9 million and $34.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2024, unamortized debt issuance costs were approximately $1.4 million. There were no unamortized debt issuance costs related to the 2025 Senior Notes as of December 31, 2025.
The 2025 Senior Notes were senior unsecured obligations and ranked equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees. At the time of issuance, the 2025 Senior Notes were not guaranteed by any of the Company’s subsidiaries and none of its subsidiaries were required to guarantee the 2025 Senior Notes at a later date, except under limited specified circumstances.
During the first quarter of 2024 and in connection with the issuance of the 2029 Senior Notes, the Company tendered for and repurchased $275.0 million aggregate principal amount of its 2025 Senior Notes for cash in a total amount of $282.4 million, inclusive of an early tender premium of $30 per $1,000 principal amount of 2025 Senior Notes and accrued and unpaid interest. Following such tender offer, $275.0 million aggregate principal amount of 2025 Senior Notes remained outstanding.
During the second quarter of 2025 and following the issuance of the 2030 Senior Notes, the Company redeemed the remaining $275.0 million aggregate principal amount of its 2025 Senior Notes for cash in a total amount of $278.7 million, inclusive of accrued and unpaid interest. On June 30, 2025, the 2025 Senior Notes Indenture and the Company’s obligations under the 2025 Senior Notes were satisfied and discharged. As a result of the redemption, the Company recognized a loss on extinguishment of debt of $0.7 million which is included in realized and unrealized gains (losses), net in the consolidated statement of operations.
Tax Receivable Agreement
At the time of its IPO in 2007, Sculptor entered into a tax receivable agreement (“TRA”) with the former holders of units in Sculptor’s operating partnerships (the “TRA Holders”). The TRA provides for the payment by Sculptor to the TRA Holders of a portion of the cash savings in U.S. federal, state and local income tax that Sculptor realizes as a result of certain tax benefits attributable to taxable acquisitions by Sculptor (and certain affiliates and successors) of Sculptor operating partnership units.
The TRA includes certain “change of control” assumptions that became applicable as a result of the Sculptor Acquisition, including the assumption that Sculptor (or its successor) has sufficient taxable income to use the relevant tax benefits. As a result, payments under the TRA will be calculated without regard to Sculptor’s ability to actually use tax assets (including net operating losses), the use of which may be significantly limited and may therefore exceed the actual tax savings to Sculptor of the associated tax assets.
The estimated undiscounted future payment under the TRA was $251.2 million as of December 31, 2025. The carrying value of the TRA liability measured at amortized cost was $162.8 million and $170.4 million as of December 31, 2025 and 2024, respectively, with interest expense recognized under the effective interest method. The TRA liability is presented within unsecured notes, net of issuance costs on the consolidated balance sheets.
The table below presents the Company’s estimate as of December 31, 2025, of the maximum undiscounted amounts that would be payable under the TRA using the assumptions described above. In light of the numerous factors affecting Sculptor’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.
| Year Ending | Potential Payments Under TRA | |||||||
| 2026 | $ | 18,360 | ||||||
| 2027 | 18,885 | |||||||
| 2028 | 17,560 | |||||||
| 2029 | 17,578 | |||||||
| 2030 | 16,662 | |||||||
| 2031 and thereafter | 162,158 | |||||||
| $ | 251,203 | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 16, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 19, 2019 | |
| 2017 | Feb 15, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.