Rithm Capital (NYSE: RITM) CLO sells 9,217 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Rithm Capital Corp. Chief Legal Officer David Zeiden exercised 9,217 Class B Profits Units of Rithm Capital Management LLC into 9,217 shares of common stock at no cost on February 27, 2026. He then sold all 9,217 common shares in open-market transactions at a weighted average price of $10.107 per share, with individual trades ranging from $10.03 to $10.35, under a pre-established Rule 10b5-1 trading plan adopted on November 26, 2025. Following these transactions, he reported holding 11,808 Class B Profits Units and no directly owned common shares.

Insider Trade Summary

Net Seller: 9,217 shares ($93,156)

Net Sell 3 txns

Insider Zeiden David

Role Chief Legal Officer

Sold 9,217 shs ($93K)

Type	Security	Shares	Price	Value
Exercise	Class B Profits Units of Rithm Capital Management LLC	9,217	$0.00	--
Exercise	Common Stock	9,217	$0.00	--
Sale	Common Stock	9,217	$10.107	$93K

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 11,808 shares (Direct); Common Stock — 9,217 shares (Direct)

Footnotes (1)

Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on November 26, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $10.0300-$10.3500 inclusive. The filing person undertakes to provide to Rithm Capital Corp., any security holder of Rithm Capital Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. 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 May 1, 2024, which vested in two equal installments on January 1 of each of 2025 and 2026.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 05:16 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zeiden David

(Last)

(First)

(Middle)

799 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rithm Capital Corp. [ RITM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2026		M		9,217	A	$0	9,217	D
Common Stock	02/27/2026		S		9,217⁽¹⁾	D	$10.107⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Profits Units of Rithm Capital Management LLC	⁽³⁾	02/27/2026		M			9,217	⁽⁴⁾	⁽⁴⁾	Common Stock	9,217	$0	11,808	D

Explanation of Responses:

1. Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on November 26, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $10.0300-$10.3500 inclusive. The filing person undertakes to provide to Rithm Capital Corp., any security holder of Rithm Capital Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

3. 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.

4. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on May 1, 2024, which vested in two equal installments on January 1 of each of 2025 and 2026.

Remarks:

	/s/ David Zeiden	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Rithm Capital (RITCP) report for David Zeiden?

Rithm Capital reported that Chief Legal Officer David Zeiden exercised 9,217 Class B Profits Units into 9,217 common shares, then sold all 9,217 shares in open-market transactions on February 27, 2026, under a Rule 10b5-1 trading plan.

How many Rithm Capital shares did David Zeiden sell and at what price?

David Zeiden sold 9,217 shares of Rithm Capital common stock at a weighted average price of $10.107 per share, with individual trades executed between $10.03 and $10.35, as disclosed in the Form 4 footnotes.

What is the relationship between Class B Profits Units and Rithm Capital common stock?

Class B Profits Units of Rithm Capital Management LLC are exchangeable into Rithm Capital common stock on a one-for-one basis, according to the company’s long term incentive plan and the specific award agreement governing David Zeiden’s profits interest grant.

Was David Zeiden’s Rithm Capital stock sale under a Rule 10b5-1 plan?

Yes. The Form 4 states that David Zeiden’s sales were effected pursuant to a Rule 10b5-1 trading plan he adopted on November 26, 2025, which pre-scheduled transactions independent of day-to-day market decisions.

How did David Zeiden acquire the Rithm Capital shares he sold?

He acquired the 9,217 common shares by exercising 9,217 Class B Profits Units at a price of $0.00 per unit, converting those derivative interests into common stock immediately before selling the resulting shares in the open market.

What profits interest award does David Zeiden hold at Rithm Capital?

David Zeiden holds a profits interest award in the form of Class B Profits Units granted on May 1, 2024, which vested in two equal installments on January 1, 2025 and January 1, 2026, leaving him with 11,808 units after the reported transactions.