RITM insider update: CEO reports stock and Class B unit awards

Rhea-AI Filing Summary

Rithm Capital (RITM) CEO and Director Michael Nierenberg reported insider equity changes. On 10/31/2025, he acquired 4,408 shares of Common Stock at $0, representing dividend equivalent rights on previously reported time‑based RSUs tied to the company’s quarterly dividend. Following this, he beneficially owned 999,147 shares directly, which includes 198,204 unvested RSUs.

Indirect holdings reported include 56,287 shares by a trust for children, 301,548 by a trust for daughter, 301,548 by a trust for son, 130,458 by a 2019 GRAT, 23,850 as custodian for daughter, and 24,400 as custodian for son.

He also reported Class B Profits Units of Rithm Capital Management LLC (exchangeable into Common Stock on a one‑for‑one basis after vesting and profit allocation): 4,776 (dividend equivalents) with 315,384 owned after the transaction; 21,495 (dividend equivalents) with 966,433 owned after; and 5,988 (dividend equivalents) with 269,258 owned after. Footnotes detail time‑based and performance‑based vesting schedules.

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

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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)
10/31/2025

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	10/31/2025		A		4,408(1)	A	$0	999,147(2)	D
Common Stock								56,287	I	By Trust for Children
Common Stock								301,548	I	By Trust for Daughter
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)	10/31/2025		A		4,776(4)		(5)	(5)	Common Stock	4,776	$0	315,384	D
Class B Profits Units of Rithm Capital Management LLC	(3)	10/31/2025		A		21,495(4)		(6)	(6)	Common Stock	21,495	$0	966,433	D
Class B Profits Units of Rithm Capital Management LLC	(3)	10/31/2025		A		5,988(4)		(7)	(7)	Common Stock	5,988	$0	269,258	D

Explanation of Responses:

1. Represents dividend equivalent rights accrued on existing time-based restricted stock units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.

2. Includes 198,204 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 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.

5. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on March 15, 2024, which will vest in three equal annual installments on March 15 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.

6. 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 performance period. As of January 27, 2025, performance-based criteria have been satisfied for 1 of the 3 tranches, which will vest on March 15, 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.

7. 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.

Remarks:

	/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	11/04/2025
	** 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).
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FAQ

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

He reported acquiring 4,408 Common Stock dividend equivalent units at $0 on 10/31/2025, and updated direct and indirect holdings.

How many RITM shares does the CEO own directly after the transaction?

He beneficially owned 999,147 shares directly, including 198,204 unvested RSUs.

What indirect RITM holdings were disclosed?

Indirect holdings include 56,287 by trust for children; 301,548 by trust for daughter; 301,548 by trust for son; 130,458 by a 2019 GRAT; 23,850 and 24,400 as custodian for daughter and son.

What are the reported Class B Profits Units and how do they work?

They are interests in Rithm Capital Management LLC exchangeable 1-for-1 into Common Stock after vesting and sufficient profit allocation per plan terms.

How many Class B Profits Units were added on 10/31/2025?

Dividend equivalent additions were 4,776, 21,495, and 5,988, each at $0.

What vesting details were provided for these awards?

Footnotes describe time‑based installments and performance‑based tranches, with exchanges possible after vesting and profit allocation.