Rithm Capital legal chief acquires dividend units

Q: When can RITM's Class B Profits Units be exchanged for common stock?

The units are exchangeable into common stock one-for-one after they have vested and a sufficient amount of profits has been allocated to the holder.

The dividend-equivalent units follow existing award schedules and become exchangeable for common stock one-for-one after vesting and sufficient profits are allocated.

Available on EDGAR 11/03/2026 - 04:53 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:53 PM EST

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Form Type

Rhea-AI Filing Summary

Rithm Capital Corp. Chief Legal Officer Philip M. Sivin acquired five reported amounts of dividend-equivalent Class B Profits Units of Rithm Capital Management LLC on October 30, 2026: 162, 648, 299, 299 and 859 units. The rights accrued on existing units in connection with Rithm Capital Corp.'s quarterly dividend and vest on the same schedules and terms as the underlying awards.

The units are exchangeable into Rithm Capital Corp. common stock on a one-for-one basis after vesting and allocation of a sufficient amount of profits. The applicable awards also require continued employment for vesting.

Insider Trade Summary

Grant/Award: 2,267 shares

Grant/Award 5 txns

Insider Sivin Philip M

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F3}	162	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F4}	648	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F5}	299	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F6}	299	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F7}	859	$0.00	$0.00

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 103,966 contracts (Direct)

Footnotes (7)

F1. 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.
F2. Represents dividend equivalent rights accrued on existing Class B Profits Units, the grant of which was previously reported, in connection with the Issuer's quarterly dividend. Such dividend equivalent Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
F3. 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 will vest in three equal annual installments on February 23 of each of 2025, 2026 and 20267, 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.
F4. 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.
F5. 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 will 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.
F6. 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.
F7. 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

Dividend-equivalent Class B Profits Units: 162 units Dividend-equivalent Class B Profits Units: 648 units Dividend-equivalent Class B Profits Units: 299 units +2 more

5 metrics

Dividend-equivalent Class B Profits Units 162 units Reported October 30, 2026; associated with the award granted February 23, 2024

Dividend-equivalent Class B Profits Units 648 units Reported October 30, 2026; tied to the 2024 and 2025 performance periods

Dividend-equivalent Class B Profits Units 299 units Reported October 30, 2026; associated with the award granted February 24, 2025

Dividend-equivalent Class B Profits Units 299 units Reported October 30, 2026; tied to the 2025 performance period

Dividend-equivalent Class B Profits Units 859 units Reported October 30, 2026; associated with the award granted February 20, 2026

Key Terms

Class B Profits Units, dividend equivalent rights, annual return on equity, profits interest award

4 terms

Class B Profits Units financial

"Class B Profits Units of Rithm Capital Management LLC"

dividend equivalent rights financial

"dividend equivalent rights accrued on existing Class B Profits Units"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

annual return on equity financial

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

profits interest award financial

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

FAQ

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

How many Class B Profits Units did RITM's chief legal officer acquire?

Philip M. Sivin acquired five reported amounts on October 30, 2026: 162, 648, 299, 299 and 859 Class B Profits Units.

When can RITM's Class B Profits Units be exchanged for common stock?

The units are exchangeable into common stock one-for-one after they have vested and a sufficient amount of profits has been allocated to the holder.

What performance vesting details were reported for RITM's profits units?

For the 648-unit award tied to the 2024 and 2025 performance periods, criteria were satisfied for 2 of 3 tranches as of January 20, 2026; they will vest February 23, 2027, subject to continued employment. For the 299-unit award tied to the 2025 performance period, criteria were satisfied for 1 of 3 tranches as of January 20, 2026; they will vest February 24, 2028, subject to continued employment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Sivin Philip M

(Last)

(First)

(Middle)

799 BROADWAY

8TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026

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

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

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

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)

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	⁽¹⁾	10/30/2026		A		162⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	162	$0	17,365	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		648⁽²⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	648	$0	25,020	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		299⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	299	$0	16,883	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		299⁽²⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	299	$0	11,539	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		859⁽²⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	859	$0	33,159	D

Explanation of Responses:

1. 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.

2. Represents dividend equivalent rights accrued on existing Class B Profits Units, the grant of which was previously reported, in connection with the Issuer's quarterly dividend. Such dividend equivalent Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.

3. 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 will vest in three equal annual installments on February 23 of each of 2025, 2026 and 20267, 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.

4. 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.

5. 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 will 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.

6. 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.

7. 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	10/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR