Michael Nierenberg - 20 Jan 2026 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
Issuer symbol
RITM
Transactions as of
20 Jan 2026
Net transactions value
$0
Form type
4
Filing time
22 Jan 2026, 17:03:01 UTC
Previous filing
01 Dec 2025
Next filing
03 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Nierenberg Michael Chief Executive Officer, Director 799 BROADWAY, 8TH FLOOR, NEW YORK /s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg 22 Jan 2026 0001591719

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RITM Common Stock Award $0 +1,189,241 +119% $0.000000 2,188,388 20 Jan 2026 Direct F1, F2
holding RITM Common Stock 56,287 20 Jan 2026 By Trust for Children
holding RITM Common Stock 301,548 20 Jan 2026 By Trust for Son
holding RITM Common Stock 130,458 20 Jan 2026 By 2019 GRAT
holding RITM Common Stock 23,850 20 Jan 2026 Custodian for Daughter
holding RITM Common Stock 24,400 20 Jan 2026 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 +966,433 +100% $0.000000 1,932,866 20 Jan 2026 Common Stock 966,433 Direct F3, F4, F5, F6
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +807,776 $0.000000 807,776 20 Jan 2026 Common Stock 807,776 Direct F3, F5, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents performance-based restricted stock units granted under the Rithm Capital Corp. Nonqualified Stock Option and Incentive Award Plan and earned based on the three-year average annual return on equity over the period starting January 1, 2023 and ending December 31, 2025, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, the performancebased criteria have been satisfied for all of the units, and the units will vest on February 21, 2026. The reported amount also includes 270,125 dividend equivalent rights accrued with respect to the earned performance-based restricted stock units. Dividend equivalent performance-based restricted stock units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
F2 Includes 1,387,445 unvested restricted stock units.
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 Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches.
F5 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.
F6 The reported amount also includes 275,408 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
F7 Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches.
F8 The reported amount also includes 50,837 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.