Michael Nierenberg - Nov 1, 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: Nov 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/5/2024, 04:31 PM
Previous filing: Jul 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RITM	Common Stock	Award	$0	+8.47K	+0.73%	$0.00	1.18M	Nov 1, 2024	Direct	F1, F2
holding	RITM	Common Stock						56.3K	Nov 1, 2024	By Trust for Children
holding	RITM	Common Stock						302K	Nov 1, 2024	By Trust for Daughter
holding	RITM	Common Stock						302K	Nov 1, 2024	By Trust for Son
holding	RITM	Common Stock						130K	Nov 1, 2024	By 2019 GRAT
holding	RITM	Common Stock						23.9K	Nov 1, 2024	Custodian for Daughter
holding	RITM	Common Stock						24.4K	Nov 1, 2024	Custodian for Son

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	+6.88K	+2.39%	$0.00	295K	Nov 1, 2024	Common Stock	6.88K		Direct	F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	Represents dividend equivalent rights accrued on existing time-based restricted stock units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent units will vest on the same schedule and subject to the same terms and conditions as the underlying awards.
F2	Includes 363,566 unvested restricted stock units and 192,678 unvested shares of restricted stock.
F3	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.
F4	Represents dividend equivalent rights accrued on existing Class B Profits Units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
F5	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.