Rithm Capital (RITM) CEO Nierenberg granted stock and Class B Profits Units

Rhea-AI Filing Summary

Rithm Capital Corp. Chief Executive Officer Michael Nierenberg received equity awards tied to company performance. On January 20, 2026, he was granted 1,189,241 shares of Common Stock at $0, representing performance-based restricted stock units earned on the company’s three-year average annual return on equity from January 1, 2023 to December 31, 2025. These units, including 270,125 dividend equivalent rights, will vest on February 21, 2026. After this grant, he held 2,188,388 shares of Common Stock directly, which includes 1,387,445 unvested restricted stock units.

He also received 966,433 and 807,776 Class B Profits Units of Rithm Capital Management LLC at $0, earned based on annual return on equity for the 2025 performance period. These units, which can be exchanged one-for-one into Common Stock after vesting and profit allocation, include 275,408 and 50,837 dividend equivalent rights, respectively. Nierenberg also has additional indirect Common Stock holdings through various trusts and custodial accounts for family members.

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

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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^*

Nierenberg Michael

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		A		1,189,241(1)	A	$0	2,188,388(2)	D
Common Stock								56,287	I	By Trust for Children
Common Stock								301,548	I	By Trust for Son
Common Stock								130,458	I	By 2019 GRAT
Common Stock								23,850	I	Custodian for Daughter
Common Stock								24,400	I	Custodian for Son

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
Class B Profits Units of Rithm Capital Management LLC	(3)	01/20/2026		A		966,433(4)		(5)	(5)	Common Stock	966,433	$0	1,932,866(6)	D
Class B Profits Units of Rithm Capital Management LLC	(3)	01/20/2026		A		807,776(7)		(5)	(5)	Common Stock	807,776	$0	807,776(8)	D

Explanation of Responses:

1. Represents performance-based restricted stock units granted under the Rithm Capital Corp. Nonqualified Stock Option and Incentive Award Plan and earned based on the three-year average annual return on equity over the period starting January 1, 2023 and ending December 31, 2025, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, the performancebased criteria have been satisfied for all of the units, and the units will vest on February 21, 2026. The reported amount also includes 270,125 dividend equivalent rights accrued with respect to the earned performance-based restricted stock units. Dividend equivalent performance-based restricted stock units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.

2. Includes 1,387,445 unvested restricted stock units.

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. Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches.

5. 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.

6. The reported amount also includes 275,408 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.

7. Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches.

8. The reported amount also includes 50,837 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.

Remarks:

	/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	01/22/2026
	** Signature of Reporting Person	Date
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FAQ

What did Rithm Capital (RITM) CEO Michael Nierenberg report on this Form 4?

Michael Nierenberg reported the grant of performance-based equity awards, including Common Stock and Class B Profits Units, all awarded at $0 on January 20, 2026, along with his updated direct and indirect ownership positions in Rithm Capital.

How many Rithm Capital (RITM) common shares were granted to the CEO on January 20, 2026?

On January 20, 2026, Nierenberg was granted 1,189,241 shares of Common Stock at $0. These represent earned performance-based restricted stock units tied to the company’s three-year average annual return on equity from January 1, 2023 through December 31, 2025, and include 270,125 dividend equivalent rights.

When do Michael Nierenberg’s new Rithm Capital performance-based stock units vest?

The performance-based restricted stock units reflected in the 1,189,241 shares of Common Stock, including corresponding dividend equivalent rights, will vest on February 21, 2026, following certification of performance by the Compensation Committee on January 20, 2026.

What are the Class B Profits Units disclosed for Rithm Capital (RITM)?

Nierenberg received 966,433 and 807,776 Class B Profits Units of Rithm Capital Management LLC on January 20, 2026, earned based on 2025 annual return on equity. These units are exchangeable one-for-one into Common Stock after they vest and sufficient profits have been allocated, and they include 275,408 and 50,837 dividend equivalent rights, respectively.

How many Rithm Capital (RITM) shares does the CEO own directly after this Form 4?

Following the reported transactions, Michael Nierenberg directly beneficially owned 2,188,388 shares of Common Stock. This figure includes 1,387,445 unvested restricted stock units as part of his equity holdings.

Does the Rithm Capital CEO have indirect ownership through family trusts?

Yes. In addition to his direct holdings, the filing shows indirect ownership of Common Stock through trusts and custodial accounts, including shares held by a Trust for Children, a Trust for Son, a 2019 GRAT, and as custodian for a daughter and son, each listed with separate share amounts.