Item 8.01. Other Events.

As previously reported in its Current Report on Form 8-K filed on July 30, 2018, New Residential Investment Corp. (the "Company") entered into a Distribution Agreement, dated July 30, 2018 (the "Original Distribution Agreement"), among BofA Securities, Inc. (an assignee of certain rights and obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated), Barclays Capital Inc., BTIG, LLC and Raymond James & Associates, Inc. to sell shares of the Company's common stock, par value $0.01 per share ("Common Stock") (the "ATM Shares"), having an aggregate offering price of up to $500 million, from time to time, through an "at-the-market" equity offering program (the "ATM Program"). In addition, as previously reported in its Current Report on Form 8-K filed on August 1, 2019, the Company amended the Original Distribution Agreement pursuant to an Amendment No. 1 to the Distribution Agreement, dated August 1, 2019 (the "Amendment No. 1," and together with the Original Distribution Agreement, the "Distribution Agreement"), among the Company and BofA Securities, Inc., Barclays Capital 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.

On May 19, 2021, the Company amended the Distribution Agreement pursuant to an Amendment No. 2 to the Distribution Agreement, dated May 19, 2021 (the "Amendment No. 2"), among the Company and 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. The Amendment No. 2 supplements the Distribution Agreement by adding additional sales agents under the ATM Program.

The ATM Shares will be offered and sold pursuant to the Company's effective shelf registration statement (Registration File No. 333-232952) on file with the Securities and Exchange Commission (the "SEC").

The foregoing description of the Amendment No. 2 is a summary and is qualified in its entirety by reference to the full text of the Amendment No. 2, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:





  No.                                   Description
  1.1      Amendment No. 2 to the Distribution Agreement, dated May 19, 2021, by
           and among the Company and the sales agents party thereto.

  104      Cover Page Interactive Data File - the cover page XBRL tags are
           embedded within the Inline XBRL document.

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