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Rithm Capital (NYSE: RITM) awards CFO new performance equity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rithm Capital Corp. reported new equity awards to its Chief Financial Officer, Nicola Santoro Jr., in the form of common stock and Class B Profits Units. On January 20, 2026, the CFO acquired 169,885 shares of common stock at $0, representing performance-based restricted stock units earned on three-year average return on equity from January 1, 2023 to December 31, 2025, which are scheduled to vest on February 21, 2026. Following this, he held 278,011 shares directly, including unvested restricted stock units and related dividend equivalents.

The filing also shows grants of 39,961 and 31,410 Class B Profits Units of Rithm Capital Management LLC at $0, earned based on annual return on equity for the 2025 performance period. These units are exchangeable into common stock on a one-for-one basis once vested and after sufficient profits are allocated, with 79,919 and 31,410 such units held directly after the respective transactions.

Positive

  • None.

Negative

  • None.
Insider SANTORO NICOLA JR
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Class B Profits Units of Rithm Capital Management LLC 39,961 $0.00 --
Grant/Award Class B Profits Units of Rithm Capital Management LLC 31,410 $0.00 --
Grant/Award Common Stock 169,885 $0.00 --
Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 79,919 shares (Direct); Common Stock — 278,011 shares (Direct)
Footnotes (1)
  1. Represents performance-based restricted stock units granted under the Rithm Capital Corp. Nonqualified Stock Option and Incentive Award Plan and earned based on the three-year average annual return on equity over the period starting January 1, 2023 and ending December 31, 2025, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, the performance-based criteria have been satisfied for all of the units, and the units will vest on February 21, 2026. The reported amount also includes 38,583 dividend equivalent rights accrued with respect to the performance-based restricted stock units. Dividend equivalent performance-based restricted stock units vest on the same schedule and are subject to the same terms and conditions as the underlying awards. Includes 198,197 unvested restricted stock units. 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. Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches. 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. The reported amount also includes 11,386 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards. Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches. The reported amount also includes 1,976 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
01/20/2026
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
Common Stock 01/20/2026 A 169,885(1)(2) A $0 278,011(3) 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 (4) 01/20/2026 A 39,961(5) (6) (6) Common Stock 39,961 $0 79,919(7) D
Class B Profits Units of Rithm Capital Management LLC (4) 01/20/2026 A 31,410(8) (6) (6) Common Stock 31,410 $0 31,410(9) D
Explanation of Responses:
1. Represents performance-based restricted stock units granted under the Rithm Capital Corp. Nonqualified Stock Option and Incentive Award Plan and earned based on the three-year average annual return on equity over the period starting January 1, 2023 and ending December 31, 2025, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, the performance-based criteria have been satisfied for all of the units, and the units will vest on February 21, 2026.
2. The reported amount also includes 38,583 dividend equivalent rights accrued with respect to the performance-based restricted stock units. Dividend equivalent performance-based restricted stock units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
3. Includes 198,197 unvested restricted stock units.
4. 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.
5. Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches.
6. 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.
7. The reported amount also includes 11,386 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
8. Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches.
9. The reported amount also includes 1,976 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
Remarks:
/s/ Nicola Santoro, Jr. 01/22/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RITM disclose for its CFO?

Rithm Capital Corp. disclosed that Chief Financial Officer Nicola Santoro Jr. received new equity awards on January 20, 2026, including common stock and Class B Profits Units earned under the company’s performance-based incentive plans.

How many Rithm Capital (RITM) common shares did the CFO acquire?

The CFO acquired 169,885 shares of common stock at $0, representing performance-based restricted stock units that were earned based on three-year average annual return on equity and are scheduled to vest on February 21, 2026.

What is the CFO’s total direct common stock holding after this Form 4?

After the reported transaction, the CFO directly beneficially owned 278,011 shares of common stock, which includes unvested restricted stock units and related dividend equivalent rights.

What Class B Profits Units were granted to the RITM CFO?

The filing shows grants of 39,961 and 31,410 Class B Profits Units of Rithm Capital Management LLC on January 20, 2026, both at $0, earned based on annual return on equity for the 2025 performance period.

Can the Class B Profits Units be converted into RITM common stock?

Yes. The Class B Profits Units are exchangeable into common stock on a one-for-one basis under the long-term incentive plan and award agreements, after they vest and once sufficient profits have been allocated to the holder.

How many Class B Profits Units does the CFO hold after these grants?

Following the reported transactions, the CFO held 79,919 Class B Profits Units from the first grant and 31,410 from the second grant, which include associated dividend equivalent rights.