Rithm Capital (NYSE: RITM) grants 82,703 Class B units to CFO

Rhea-AI Filing Summary

SANTORO NICOLA JR reported acquisition or exercise transactions in this Form 4 filing.

Rithm Capital Corp. reported that its Chief Financial Officer, Nicola Santoro Jr., received a grant of 82,703 Class B Profits Units of Rithm Capital Management LLC on February 20, 2026. The award was granted at $0.00 per unit as a derivative equity incentive.

According to the award terms, these Class B Profits Units vest in three equal annual installments on February 20 of 2027, 2028 and 2029, contingent on continued employment. Once vested and after sufficient profits have been allocated, each unit will be exchangeable into one share 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

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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^*

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)
02/20/2026

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

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	(1)	02/20/2026		A		82,703		(2)	(2)	Common Stock	82,703	$0	82,703	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. 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/ Nicola Santoro, Jr.	03/09/2026
	** 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).
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FAQ

What insider transaction did Rithm Capital (RITM) report in this Form 4?

Rithm Capital reported that its Chief Financial Officer, Nicola Santoro Jr., received a grant of 82,703 Class B Profits Units on February 20, 2026. These units are a form of derivative equity incentive with potential future conversion into common stock, subject to vesting conditions.

How do the 82,703 Class B Profits Units at Rithm Capital (RITM) vest?

The 82,703 Class B Profits Units vest in three equal annual installments on February 20 of 2027, 2028 and 2029. Vesting requires that the Chief Financial Officer remain in continued employment with Rithm Capital through each vesting date under the award terms.

Can the granted Class B Profits Units convert into Rithm Capital (RITM) common stock?

Yes. Once vested and after sufficient profits have been allocated to the holder, each Class B Profits Unit becomes exchangeable into one share of Rithm Capital common stock. This one-for-one exchange ratio is defined in the long-term incentive plan and the individual award agreement.

Was there any purchase price for the 82,703 Rithm Capital (RITM) units?

No cash purchase price was paid for these units. The Form 4 shows a transaction price of $0.00 per unit, indicating the Class B Profits Units were granted as a compensation award rather than bought in an open-market or cash-based transaction by the Chief Financial Officer.

What type of security was granted to the Rithm Capital (RITM) CFO?

The Rithm Capital Chief Financial Officer received Class B Profits Units of Rithm Capital Management LLC, categorized as a derivative security. These are profits interest awards that may later be exchangeable into common stock on a one-for-one basis, once vesting and profits allocation conditions are satisfied.