Additional Information About the Transaction and Where to Find It
This communication relates to a proposed transaction between Rithm Capital Corp. (Rithm) and Sculptor Capital Management, Inc.
(Sculptor). In connection with the proposed transaction, Sculptor intends to file with the Securities and Exchange Commission (SEC) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed
transaction. Sculptor may also file other documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SCULPTORS STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents containing information about Sculptor and the proposed transaction, once such documents are filed with the SEC (when available) from the
SECs website at www.sec.gov and Sculptors website at www.sculptor.com. In addition, the proxy statement and other documents filed by Sculptor with, or furnished to, the SEC (when available) may be obtained from Sculptor free of charge by
directing a request to Sculptors Investor Relations at investorrelations@sculptor.com.
Participants in the Solicitation
Sculptor and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from
Sculptors stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Sculptor in connection with the
proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be included in the proxy statement when it is filed with the SEC. You may also find additional information about
Sculptors directors and executive officers in Sculptors proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023. You can obtain a free copy of this document from Sculptor using the
contact information above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms
and conditions of the proposed transaction.
Cautionary Note Regarding Forward-Looking Statements
The communication contains statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the proposed transaction. All statements, other than statements of current or historical fact, contained in this communication may be forward-looking
statements. Without limiting the foregoing, the words believes, anticipates, plans, expects, may, should, could, estimate, intend (or the
negative of these terms) and other similar expressions are intended to identify forward-looking statements. These statements represent Sculptors current expectations regarding future events and are subject to a number of assumptions, trends,
risks and uncertainties, many of which are beyond Sculptors control, which could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any
forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled Forward Looking Statements, Risk Factors
and Managements Discussion and Analysis of Financial Condition and Results of Operations in Sculptors most recent annual and quarterly reports and other filings filed with the SEC, which are available on Sculptors
website (www.sculptor.com).
Factors that could cause actual results and outcomes to differ materially from any future results or outcomes
expressed or implied include, but are not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement; the
satisfaction of closing conditions to the transaction on a timely basis or at all, including the ability to obtain required regulatory and stockholder approvals; uncertainties as to the timing of the transaction; litigation relating to the
transaction; the impact of the transaction on Sculptors business operations (including the threatened or actual loss of employees, clients or suppliers); incurrence of unexpected costs and expenses in connection with the transaction; and
financial or other setbacks if the transaction encounters unanticipated problems. Other important factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, risks related to changes
in the financial, equity and debt markets, risks related to political, economic and market conditions and other risks discussed and identified in public filings made by Sculptor with the SEC.
New risks and uncertainties emerge from time to time, and it is not possible for Sculptor to predict or assess the impact of every factor that may cause its
actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this communication, and Sculptor expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in Sculptors expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.