Michael Nierenberg - Mar 15, 2024 Form 4 Insider Report for Rithm Capital Corp. (RITM)

Role: Chief Executive Officer, Director
Signature: /s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg
Stock symbol: RITM
Transactions as of: Mar 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/19/2024, 04:58 PM
Previous filing: Jan 30, 2024
Next filing: Mar 22, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RITM	Class B Profits Units of Rithm Capital Management LLC	Award	$0	+276K		$0.00	276K	Mar 15, 2024	Common Stock	276K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Class B Profits Units of Rithm Capital Management LLC ("RCM") will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis pursuant to the terms and conditions set forth in the Rithm Capital Management LLC Long Term Incentive Plan and the individual award agreement.
F2	Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on March 15, 2024, which will vest in three equal annual installments on March 15 of each of 2025, 2026 and 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis after they have become vested and a sufficient amount of profits have been allocated to the holder of the Class B Profits Units.

Content

Class B Profits Units of Rithm Capital Management LLC ("RCM") will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis pursuant to the terms and conditions set forth in the Rithm Capital Management LLC Long Term Incentive Plan and the individual award agreement.

Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on March 15, 2024, which will vest in three equal annual installments on March 15 of each of 2025, 2026 and 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis after they have become vested and a sufficient amount of profits have been allocated to the holder of the Class B Profits Units.