[Form 4] Rithm Capital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Rithm Capital Corp. (RITM) reported an insider equity transaction by its Chief Legal Officer. On 11/14/2025, the officer exercised 19,285 Class B Profits Units of Rithm Capital Management LLC into 19,285 shares of common stock at an exercise price of $0 per share, then sold all 19,285 common shares at $11.105 per share, leaving no directly held common stock after the sale. Following these transactions, the officer continued to hold 21,025 Class B Profits Units, which are exchangeable into common stock on a one-for-one basis once vesting and profit allocation conditions under the long-term incentive plan are met.

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
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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)
11/14/2025

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	11/14/2025		M		19,285	A	$0	19,285	D
Common Stock	11/14/2025		S		19,285	D	$11.105	0	D

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)	11/14/2025		M			19,285	(2)	(2)	Common Stock	19,285	$0	21,025	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 May 1, 2024, which will vest in two equal installments on January 1 of each of 2025 and 2026, 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/ David Zeiden	11/18/2025
	** 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).
** 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.

FAQ

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

The Chief Legal Officer of Rithm Capital Corp. (RITM) exercised 19,285 Class B Profits Units into 19,285 shares of common stock at an exercise price of $0 per share and sold all 19,285 common shares at $11.105 per share on 11/14/2025.

How many Rithm Capital (RITM) shares were sold and at what price?

The reporting officer sold 19,285 shares of common stock of Rithm Capital at a price of $11.105 per share on 11/14/2025.

Did the Rithm Capital (RITM) insider retain any common stock after the transaction?

No. After selling 19,285 shares of Rithm Capital common stock, the Form 4 shows the officer with 0 shares of common stock directly owned.

What derivative securities related to Rithm Capital (RITM) does the insider still hold?

The officer continues to hold 21,025 Class B Profits Units of Rithm Capital Management LLC, which are exchangeable into shares of Rithm Capital common stock on a one-for-one basis, subject to vesting and profit allocation conditions.

How do the Class B Profits Units of Rithm Capital Management LLC work?

Class B Profits Units are a form of profits interest that can be exchanged into Rithm Capital common stock on a one-for-one basis after they vest and once a sufficient amount of profits has been allocated to the holder, as described in the long-term incentive plan and award agreement.

When do the referenced Class B Profits Units related to Rithm Capital (RITM) vest?

The profits interest award of Class B Profits Units was granted on May 1, 2024 and will vest in two equal installments on January 1 of 2025 and 2026, provided the officer remains employed with the issuer.