Rithm Capital (NYSE: RITM) grants CLO new Class B profits units

Rhea-AI Filing Summary

Rithm Capital Corp. reported that its Chief Legal Officer, David Zeiden, received additional incentive awards tied to company performance. On January 30, 2026, he was granted 470 Class B Profits Units and 313 Class B Profits Units of Rithm Capital Management LLC at a price of $0 per unit.

The footnotes explain these Class B Profits Units can be exchanged on a one-for-one basis into Rithm common stock under the long-term incentive plan and award agreements, once vesting and profit-allocation conditions are met. Some units represent dividend-equivalent rights on existing awards, while others are performance-based units linked to 2025 return on equity with vesting over multiple years.

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^*

Zeiden David

(Last) (First) (Middle)

799 BROADWAY

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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)	01/30/2026		A		470(2)		(3)	(3)	Common Stock	470	$0	22,907	D
Class B Profits Units of Rithm Capital Management LLC	(1)	01/30/2026		A		313(2)		(4)	(4)	Common Stock	313	$0	15,270	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 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.

4. 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.

Remarks:

	/s/ David Zeiden	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Rithm Capital (RITM) disclose for its Chief Legal Officer?

Rithm Capital disclosed that Chief Legal Officer David Zeiden received additional Class B Profits Units on January 30, 2026. These derivative awards are granted at $0 per unit and are part of his long-term incentive compensation, potentially convertible into common stock once vesting conditions are met.

How many Class B Profits Units were granted to Rithm Capital’s CLO on January 30, 2026?

On January 30, 2026, David Zeiden was granted 470 Class B Profits Units and 313 Class B Profits Units. The awards are structured as derivative securities that can later convert into Rithm Capital common stock on a one-for-one basis, subject to vesting and profit allocation requirements.

How do the Class B Profits Units at Rithm Capital convert into common stock?

The Class B Profits Units of Rithm Capital Management LLC are exchangeable into Rithm Capital common stock on a one-for-one basis. Conversion is governed by the company’s Long Term Incentive Plan and individual award agreements, and requires vesting plus sufficient profits being allocated to the unit holder.

What are the dividend-equivalent Class B Profits Units mentioned in the RITM Form 4?

Some Class B Profits Units represent dividend-equivalent rights on previously granted units, tied to Rithm Capital’s quarterly dividend. These dividend-equivalent units vest on the same schedule and share the same terms as the underlying original awards, effectively mirroring their vesting and conversion conditions.

How are performance-based Class B Profits Units for Rithm Capital’s CLO structured?

Certain Class B Profits Units are performance-based, earned on 2025 return on equity. Footnotes state one of three tranches has met performance criteria, with that tranche scheduled to vest on February 24, 2028, assuming continued employment, and then potentially exchanging one-for-one into common stock once profits thresholds are satisfied.

What vesting schedule applies to the Rithm Capital CLO’s earlier profits interest award?

An earlier profits interest award in Class B Profits Units, granted on February 24, 2025, vests in three equal annual installments. Vesting occurs on February 24 of 2026, 2027, and 2028, provided the Chief Legal Officer remains continuously employed, after which vested units may be exchangeable into common stock.