Michael Nierenberg - 30 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
30 Jan 2026
Net transactions value
$0
Form type
4
Filing time
03 Feb 2026, 19:27:26 UTC
Previous filing
22 Jan 2026
Next filing
09 Mar 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 03 Feb 2026 0001591719

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RITM Common Stock Award $0 +29,098 +1.3% $0.000000 2,217,486 30 Jan 2026 Direct F1, F2
holding RITM Common Stock 56,287 30 Jan 2026 By Trust for Children
holding RITM Common Stock 301,548 30 Jan 2026 By Trust for Son
holding RITM Common Stock 130,458 30 Jan 2026 By 2019 GRAT
holding RITM Common Stock 23,850 30 Jan 2026 Custodian for Daughter
holding RITM Common Stock 24,400 30 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 +4,504 +1.4% $0.000000 319,888 30 Jan 2026 Common Stock 4,504 Direct F3, F4, F5
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +40,538 +2.1% $0.000000 1,973,404 30 Jan 2026 Common Stock 40,538 Direct F3, F4, F6
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +5,647 +2.1% $0.000000 274,905 30 Jan 2026 Common Stock 5,647 Direct F3, F4, F7
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +16,941 +2.1% $0.000000 824,717 30 Jan 2026 Common Stock 16,941 Direct F3, F4, F8
* 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 and performance-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 are subject to the same terms and conditions as the underlying awards.
F2 Includes 1,416,543 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 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.
F6 Reflects a profits interest award in the form of Class B Profits Units in RCM earned based on annual return on equity for the 2024 and 2025 performance periods. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches, which will vest on March 15, 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units are 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.
F7 Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 24, 2025, which will vest in three equal annual installments on February 24 of each of 2026, 2027 and 2028, 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.
F8 Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches, which will vest on February 24, 2028, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units are 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.