[Form 4] Rithm Capital Corp. Insider Trading Activity

(Neutral)

Form Type

Rhea-AI Filing Summary

Rithm Capital Corp. reported a new equity-based award to its Chief Legal Officer, David Zeiden. On January 20, 2026, he was granted 14,957 Class B Profits Units of Rithm Capital Management LLC at a price of $0 per unit. These derivative units are exchangeable on a one-for-one basis into shares of Rithm Capital common stock once they vest and sufficient profits have been allocated to the holder.

The filing notes that the units were earned based on annual return on equity for the 2025 performance period, with performance criteria satisfied for 1 of 3 tranches as of January 20, 2026. The reported 14,957 units also include 941 dividend equivalent rights, which follow the same vesting schedule and terms as the underlying awards.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zeiden David

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Profits Units of Rithm Capital Management LLC	14,957	$0.00	$0.00

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 14,957 shares (Direct)

Footnotes (4)

F1. Class B Profit Units of Rithm Capital Management LLC ("RCM") are 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 arrangement.
F2. Represents Class B Profit 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.
F3. 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.
F4. The reported amount also includes 941 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/22/2026 - 05:02 PM

FAQ

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

Rithm Capital disclosed that its Chief Legal Officer, David Zeiden, received 14,957 Class B Profits Units of Rithm Capital Management LLC on January 20, 2026 at a price of $0 per unit.

Who is the reporting person in the Rithm Capital (RITM) Form 4 filing?

The reporting person is David Zeiden, who serves as Chief Legal Officer of Rithm Capital Corp. and filed the Form 4 as a single reporting person.

How many derivative units did the Rithm Capital (RITM) officer hold after the transaction?

After the reported grant, David Zeiden beneficially owned 14,957 Class B Profits Units of Rithm Capital Management LLC, held directly.

What can the Class B Profits Units in Rithm Capital (RITM) be converted into?

The Class B Profits Units are exchangeable into shares of Rithm Capital common stock on a one-for-one basis once they have vested and sufficient profits have been allocated to the holder.

What performance period and criteria are tied to the Rithm Capital (RITM) award?

The award is based on annual return on equity for the 2025 performance period, and as of January 20, 2026, performance-based criteria had been satisfied for 1 of the 3 tranches.

What are the dividend equivalent rights mentioned in the Rithm Capital (RITM) Form 4?

The 14,957 reported units include 941 dividend equivalent rights, which vest on the same schedule and are subject to the same terms and conditions as the underlying Class B Profits Units.

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^*

Zeiden David

(Last)

(First)

(Middle)

799 BROADWAY

(Street)

NEW YORK

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)
01/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	01/20/2026		A		14,957⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	14,957	$0	14,957⁽⁴⁾	D

Explanation of Responses:

1. Class B Profit Units of Rithm Capital Management LLC ("RCM") are 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 arrangement.

2. Represents Class B Profit 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.

3. 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.

4. The reported amount also includes 941 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/ David Zeiden	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