Rithm Capital CLO reports equity awards and holdings

Q: What insider role does Philip M. Sivin hold at Rithm Capital Corp. (RITM)?

Philip M. Sivin is reported as the Chief Legal Officer of Rithm Capital Corp. He is not listed as a director or 10% owner, and this Form 3 records his initial equity and profits-interest holdings with the company and its management subsidiary.

Q: What Class B Profits Units holdings does Rithm Capital (RITM) report for Philip M. Sivin?

Philip M. Sivin holds multiple Class B Profits Units of Rithm Capital Management LLC, each exchangeable 1-for-1 into Common Stock, including awards linked to 17203.0000 and 24372.0000 underlying shares, subject to vesting and profits-allocation conditions.

Q: How do the February 23, 2024 Class B Profits Units for RITM’s CLO vest?

An award of Class B Profits Units granted on February 23, 2024 vests in three equal annual installments on February 23 of 2025, 2026 and 2027, provided Philip M. Sivin remains employed. Once vested and sufficiently allocated profits, each unit is exchangeable 1-for-1 into Common Stock.

Q: What performance-based criteria affect some Rithm Capital (RITM) Class B Profits Units?

Certain Class B Profits Units are earned based on annual return on equity for the 2024 and 2025 performance periods. As of January 20, 2026, performance criteria have been satisfied for specified tranches that will vest in 2027 and 2028, conditioned on continued employment.

Q: What direct shareholdings in Rithm Capital (RITM) does Philip M. Sivin report?

Philip M. Sivin directly owns 6504.0000 shares of Rithm Capital Common Stock and 88.0000 Series A Preferred Shares. These positions are separate from his Class B Profits Units, which may later be exchanged into additional shares of Common Stock after vesting conditions are met.</

Rithm Capital Corp. disclosed the initial equity holdings of Chief Legal Officer Philip M. Sivin as of July 31, 2026.

Accepted by SEC EDGAR 08/06/2026 - 04:16 PM EDT

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Form Type

Rhea-AI Filing Summary

Rithm Capital Corp. disclosed the initial equity holdings of Chief Legal Officer Philip M. Sivin as of July 31, 2026. He holds several Class B Profits Units of Rithm Capital Management LLC, each exchangeable on a one-for-one basis into Common Stock after vesting and profit-allocation conditions are met, with grants and performance-based awards vesting between 2025 and 2029. Sivin also directly owns 6,504 shares of Common Stock and 88 Series A Preferred Shares.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Sivin Philip M

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Holding	Class B Profits Units of Rithm Capital Management LLC ^{F2, F1}	--	--	--
Holding	Class B Profits Units of Rithm Capital Management LLC ^{F2, F3}	--	--	--
Holding	Class B Profits Units of Rithm Capital Management LLC ^{F2, F4}	--	--	--
Holding	Class B Profits Units of Rithm Capital Management LLC ^{F2, F5}	--	--	--
Holding	Class B Profits Units of Rithm Capital Management LLC ^{F2, F6}	--	--	--
Holding	Common Stock, par value $0.01 per share	--	--	--
Holding	Series A Preferred Shares	--	--	--

Holdings: Class B Profits Units of Rithm Capital Management LLC — 101,699 contracts (Direct); Common Stock, par value $0.01 per share — 6,504 shares (Direct); Series A Preferred Shares — 88 shares (Direct)

Footnotes (6)

F1. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 23, 2024, which vest in three equal annual installments on February 23 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.
F2. 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.
F3. 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 February 23, 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.
F4. 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 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.
F5. 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.
F6. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 20, 2026, which will vest in three equal annual installments on February 20 of each of 2027, 2028 and 2029, 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.

Key Figures

Underlying shares (Feb 23 2024 grant): 17203.0000 shares Underlying shares (2024-2025 ROE award): 24372.0000 shares Underlying shares (Feb 24 2025 grant): 16584.0000 shares +4 more

7 metrics

Underlying shares (Feb 23 2024 grant) 17203.0000 shares Class B Profits Units award exchangeable 1-for-1 into Common Stock after vesting on Feb. 23 of 2025-2027

Underlying shares (2024-2025 ROE award) 24372.0000 shares Profits Units earned on annual return on equity for 2024-2025; 2 of 3 tranches met criteria as of Jan. 20, 2026

Underlying shares (Feb 24 2025 grant) 16584.0000 shares Profits Units granted Feb. 24, 2025 vesting in three annual installments on Feb. 24 of 2026-2028

Underlying shares (2025 ROE award) 11240.0000 shares Profits Units earned on 2025 return on equity; 1 of 3 tranches met criteria as of Jan. 20, 2026

Underlying shares (Feb 20 2026 grant) 32300.0000 shares Profits Units granted Feb. 20, 2026 vesting in three annual installments on Feb. 20 of 2027-2029

Direct Common Stock held 6504.0000 shares Direct ownership of Rithm Capital Common Stock as reported in this Form 3

Series A Preferred Shares held 88.0000 shares Direct ownership of Rithm Capital Series A Preferred Shares

Key Terms

Class B Profits Units, profits interest award, annual return on equity, Long Term Incentive Plan

4 terms

Class B Profits Units financial

"Reflects a profits interest award in the form of Class B Profits Units in RCM"

profits interest award financial

"Reflects a profits interest award in the form of Class B Profits Units in RCM"

annual return on equity financial

"earned based on annual return on equity for the 2024 and 2025 performance periods"

Long Term Incentive Plan financial

"pursuant to the terms and conditions set forth in the Rithm Capital Management LLC Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider role does Philip M. Sivin hold at Rithm Capital Corp. (RITM)?

Philip M. Sivin is reported as the Chief Legal Officer of Rithm Capital Corp. He is not listed as a director or 10% owner, and this Form 3 records his initial equity and profits-interest holdings with the company and its management subsidiary.

What Class B Profits Units holdings does Rithm Capital (RITM) report for Philip M. Sivin?

Philip M. Sivin holds multiple Class B Profits Units of Rithm Capital Management LLC, each exchangeable 1-for-1 into Common Stock, including awards linked to 17203.0000 and 24372.0000 underlying shares, subject to vesting and profits-allocation conditions.

How do the February 23, 2024 Class B Profits Units for RITM’s CLO vest?

An award of Class B Profits Units granted on February 23, 2024 vests in three equal annual installments on February 23 of 2025, 2026 and 2027, provided Philip M. Sivin remains employed. Once vested and sufficiently allocated profits, each unit is exchangeable 1-for-1 into Common Stock.

What performance-based criteria affect some Rithm Capital (RITM) Class B Profits Units?

Certain Class B Profits Units are earned based on annual return on equity for the 2024 and 2025 performance periods. As of January 20, 2026, performance criteria have been satisfied for specified tranches that will vest in 2027 and 2028, conditioned on continued employment.

What direct shareholdings in Rithm Capital (RITM) does Philip M. Sivin report?

Philip M. Sivin directly owns 6504.0000 shares of Rithm Capital Common Stock and 88.0000 Series A Preferred Shares. These positions are separate from his Class B Profits Units, which may later be exchanged into additional shares of Common Stock after vesting conditions are met.

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sivin Philip M

(Last)

(First)

(Middle)

799 BROADWAY

8TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2026

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

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	6,504	D
Series A Preferred Shares	88	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	⁽¹⁾	Common Stock	17,203	⁽²⁾	D
Class B Profits Units of Rithm Capital Management LLC	⁽³⁾	⁽³⁾	Common Stock	24,372	⁽²⁾	D
Class B Profits Units of Rithm Capital Management LLC	⁽⁴⁾	⁽⁴⁾	Common Stock	16,584	⁽²⁾	D
Class B Profits Units of Rithm Capital Management LLC	⁽⁵⁾	⁽⁵⁾	Common Stock	11,240	⁽²⁾	D
Class B Profits Units of Rithm Capital Management LLC	⁽⁶⁾	⁽⁶⁾	Common Stock	32,300	⁽²⁾	D

Explanation of Responses:

1. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 23, 2024, which vest in three equal annual installments on February 23 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.

2. 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.

3. 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 February 23, 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.

4. 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 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.

5. 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.

6. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 20, 2026, which will vest in three equal annual installments on February 20 of each of 2027, 2028 and 2029, 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.

Remarks:

	/s/ Philip Sivin	08/06/2026
	** 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 5 (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.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR