Rithm Capital (RITM) CFO reports 100,886-share tax-withholding disposition

Rhea-AI Filing Summary

Rithm Capital Corp. reported an insider equity transaction by its Chief Financial Officer, Nicola Santoro Jr. The filing shows a tax-withholding disposition of 100,886 shares of common stock on February 21, 2026 at a price of $10.45 per share.

The shares were withheld to cover tax obligations when 202,351 previously reported restricted stock units settled on that date, rather than being an open-market sale. After this withholding, Santoro directly owned 181,281 shares of Rithm Capital common stock.

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^*

SANTORO NICOLA JR

(Last) (First) (Middle)

799 BROADWAY

8TH FLOOR

(Street)

NEW YORK NY 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2026		F		100,886(1)	D	$10.45	181,281	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to cover tax withholding obligations when 202,351 previously reported restricted stock units were settled on February 21, 2026.

Remarks:

	/s/ Nicola Santoro, Jr.	02/24/2026
	** 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.

FAQ

What insider transaction did Rithm Capital (RITM) report for its CFO?

Rithm Capital reported a tax-withholding disposition by CFO Nicola Santoro Jr. of 100,886 common shares. The shares were withheld to satisfy tax obligations when restricted stock units settled, rather than sold on the open market, and reflect equity compensation mechanics.

How many Rithm Capital (RITM) shares were withheld for taxes in this Form 4?

The Form 4 shows 100,886 Rithm Capital common shares were withheld at $10.45 per share. These shares covered tax withholding obligations related to the settlement of 202,351 previously reported restricted stock units on February 21, 2026, according to the filing footnote.

Did Rithm Capital’s CFO sell RITM shares on the open market in this filing?

No, the filing describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover tax obligations when restricted stock units vested and settled, which is a common feature of stock-based compensation programs for executives.

How many Rithm Capital (RITM) shares does the CFO hold after this transaction?

After the tax-withholding disposition, CFO Nicola Santoro Jr. directly owned 181,281 shares of Rithm Capital common stock. This post-transaction balance reflects his remaining direct holdings following the withholding tied to restricted stock unit settlement.

What restricted stock units were involved in the Rithm Capital (RITM) Form 4?

The Form 4 footnote states that 202,351 previously reported restricted stock units settled on February 21, 2026. When they settled, 100,886 shares were withheld to satisfy tax withholding obligations, and the remainder contributed to the CFO’s updated share ownership.