Rithm Capital CEO granted Class B profits units

Rithm Capital Corp. Chief Executive Officer Michael Nierenberg reported multiple grant/award acquisitions of Class B Profits Units of Rithm Capital Management LLC on April 30, 2026 and July 31, 2026 at $0.0000 per unit.

Rhea-AI Filing Summary

Rithm Capital Corp. Chief Executive Officer Michael Nierenberg reported multiple grant/award acquisitions of Class B Profits Units of Rithm Capital Management LLC on April 30, 2026 and July 31, 2026 at $0.0000 per unit. These units represent dividend equivalent rights on existing profits interest awards and are exchangeable one-for-one into Common Stock after vesting and profit-allocation conditions are met.

Insider Trade Summary

Grant/Award: 173,919 shares

Grant/Award 10 txns

Insider Nierenberg Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F3	2,848	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F4	51,262	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F5	4,761	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F6	21,423	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F7	7,365	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F3	2,802	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F4	50,444	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F5	4,685	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F6	21,081	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC F1, F2, F7	7,248	$0.00	$0.00

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 3,850,387 contracts (Direct)

Footnotes (7)

1. 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.
2. 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.
3. F3. 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.
4. 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 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.
5. 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.
6. 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.
7. 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

Class B Profits Units granted: 51,262 units Class B Profits Units granted: 50,444 units Additional dividend equivalent units: 2,848 units +3 more

6 metrics

Class B Profits Units granted 51,262 units Grant/award acquisition on 2026-07-31 linked to performance-based profits interest award

Class B Profits Units granted 50,444 units Grant/award acquisition on 2026-04-30 linked to performance-based profits interest award

Additional dividend equivalent units 2,848 units Dividend equivalent rights on March 15, 2024 profits interest award, granted 2026-07-31

Additional dividend equivalent units 2,802 units Dividend equivalent rights on March 15, 2024 profits interest award, granted 2026-04-30

Grant price per unit $0.0000 per unit All reported Class B Profits Unit grant/award acquisitions

Vesting schedule example 3 equal annual installments Certain awards vest on March 15 of 2025, 2026 and 2027, subject to continued employment

Key Terms

Class B Profits Units, dividend equivalent rights, profits interest award, annual return on equity, +1 more

5 terms

Class B Profits Units financial

"Class B Profits Units of Rithm Capital Management LLC ("RCM") will be exchangeable"

dividend equivalent rights financial

"Represents 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.

profits interest award financial

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

annual return on equity financial

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

Long Term Incentive Plan financial

"pursuant to the terms and conditions set forth in the Rithm Capital Management LLC Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

FAQ

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

What insider transactions did Rithm Capital (RITM) report for CEO Michael Nierenberg?

CEO Michael Nierenberg reported 10 grant/award acquisitions of Class B Profits Units of Rithm Capital Management LLC. These derivative awards were granted at $0.0000 per unit and relate to existing profits interest awards that may convert into Common Stock after vesting and profit-allocation requirements.

How many Class B Profits Units did RITM’s CEO receive on July 31, 2026?

On July 31, 2026, Michael Nierenberg received several grants, including 51,262 and 2,848 Class B Profits Units, plus additional blocks of 4,761, 21,423 and 7,365 units as dividend equivalent rights tied to previously granted profits interest awards.

What awards did RITM’s CEO receive on April 30, 2026?

On April 30, 2026, Michael Nierenberg acquired multiple Class B Profits Unit awards, including 50,444, 2,802, 4,685, 21,081 and 7,248 units. These represent dividend equivalent rights on earlier profits interest awards and follow those awards’ vesting schedules.

How do Rithm Capital (RITM) Class B Profits Units convert into Common Stock?

Class B Profits Units of Rithm Capital Management LLC are exchangeable one-for-one into Common Stock of Rithm Capital Corp. Conversion occurs only after the units have vested and a sufficient amount of profits has been allocated to the holder, according to plan and award terms.

What vesting conditions apply to RITM CEO Michael Nierenberg’s reported awards?

The reported units follow underlying profits interest awards that generally vest in three equal annual installments on specified future dates. Some tranches are performance-based, earned on annual return on equity, and require continued employment with the issuer through stated vesting dates.

What are dividend equivalent rights in Rithm Capital (RITM) insider awards?

Dividend equivalent rights represent additional Class B Profits Units accrued on existing units in connection with Rithm Capital Corp.’s quarterly dividend. These additional units vest on the same schedule and share the same terms and conditions as the related underlying awards.

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

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Available on EDGAR 08/04/2026 - 07:12 PM Accepted by SEC EDGAR 08/04/2026 - 07:12 PM Learn about SEC filing dates

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^*

Nierenberg Michael

(Last) (First) (Middle)

799 BROADWAY

8TH FLOOR

(Street)

NEW YORK 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
			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)	04/30/2026		A		2,802(2)		(3)	(3)	Common Stock	2,802	$0	322,690	D
Class B Profits Units of Rithm Capital Management LLC	(1)	04/30/2026		A		50,444(2)		(4)	(4)	Common Stock	50,444	$0	2,023,848	D
Class B Profits Units of Rithm Capital Management LLC	(1)	04/30/2026		A		4,685(2)		(5)	(5)	Common Stock	4,685	$0	279,590	D
Class B Profits Units of Rithm Capital Management LLC	(1)	04/30/2026		A		21,081(2)		(6)	(6)	Common Stock	21,081	$0	845,798	D
Class B Profits Units of Rithm Capital Management LLC	(1)	04/30/2026		A		7,248(2)		(7)	(7)	Common Stock	7,248	$0	290,802	D
Class B Profits Units of Rithm Capital Management LLC	(1)	07/31/2026		A		2,848(2)		(3)	(3)	Common Stock	2,848	$0	325,538	D
Class B Profits Units of Rithm Capital Management LLC	(1)	07/31/2026		A		51,262(2)		(4)	(4)	Common Stock	51,262	$0	2,075,110	D
Class B Profits Units of Rithm Capital Management LLC	(1)	07/31/2026		A		4,761(2)		(5)	(5)	Common Stock	4,761	$0	284,351	D
Class B Profits Units of Rithm Capital Management LLC	(1)	07/31/2026		A		21,423(2)		(6)	(6)	Common Stock	21,423	$0	867,221	D
Class B Profits Units of Rithm Capital Management LLC	(1)	07/31/2026		A		7,365(2)		(7)	(7)	Common Stock	7,365	$0	298,167	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 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.

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 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.

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/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	08/04/2026
	** 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)