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Rithm Capital Corp. reported that its Chief Legal Officer, David Zeiden, received additional incentive awards tied to company performance. On January 30, 2026, he was granted 470 Class B Profits Units and 313 Class B Profits Units of Rithm Capital Management LLC at a price of $0 per unit.
The footnotes explain these Class B Profits Units can be exchanged on a one-for-one basis into Rithm common stock under the long-term incentive plan and award agreements, once vesting and profit-allocation conditions are met. Some units represent dividend-equivalent rights on existing awards, while others are performance-based units linked to 2025 return on equity with vesting over multiple years.
Rithm Capital’s Chief Financial Officer, Nicola Santoro Jr., reported awards tied to existing equity incentives on January 30, 2026. He acquired 4,156 shares of Common Stock at $0, described as dividend equivalent rights on previously granted time-based and performance-based restricted stock units. Following this, he beneficially owned 282,167 Common shares, including 202,353 unvested RSUs.
He also acquired several blocks of Class B Profits Units of Rithm Capital Management LLC at $0: 838, 1,675, 988 and 658 units, all exchangeable one-for-one into Common Stock after vesting and allocation of sufficient profits. These entries reflect dividend equivalents and previously granted profits interest awards with multi-year vesting and, in some cases, performance-based tranches tied to return on equity for 2024 and 2025.
Rithm Capital Corp. furnished a press release announcing its results for the fiscal quarter and full year ended December 31, 2025. The press release, dated February 3, 2026, is attached as Exhibit 99.1 and is incorporated solely for Item 2.02, covering results of operations and financial condition.
The company notes that this press release is being furnished, not filed, under the Exchange Act, which limits its use for certain legal purposes and incorporation by reference into other securities law filings unless expressly stated.
Rithm Capital Corp. is offering 10,000,000 shares of its 8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock at $25.00 per share, for a $250,000,000 aggregate liquidation preference, with an underwriters’ option for up to 1,500,000 additional shares. The securities pay a fixed 8.750% annual dividend on the $25.00 liquidation preference through February 15, 2031, then reset every five years to the five-year U.S. Treasury rate plus 5.009%. Dividends are cumulative and paid quarterly, starting with an initial dividend of approximately $0.69271 per share on May 15, 2026, when declared from legally available funds.
The preferred stock is perpetual, ranks senior to common stock and on parity with Rithm’s existing Series A–E preferred shares, and is redeemable at $25.00 per share plus unpaid dividends at Rithm’s option on or after February 15, 2031, or upon a qualifying Change of Control. In a Change of Control, holders may convert into common stock subject to a 4.38596-share cap per preferred share. Rithm estimates net proceeds of about $241,825,000 (or $278,143,750 if the option is fully exercised) and plans to use them for investments and general corporate purposes, while seeking NYSE listing under “RITM PR F.”