[Form 4] Rithm Capital Corp. Insider Trading Activity

Rhea-AI Filing Summary

On 1 Aug 2025 F5, Inc. (FFIV) EVP Global Services & Strategy Thomas D. Fountain reported the vesting of 3,001 Restricted Stock Units (RSUs) under previously granted service-based awards (Nov-22, Nov-23 and Nov-24 grants). The RSUs converted to common stock at $0 exercise price (Code M).

To cover statutory tax withholdings, 1,615 shares were automatically surrendered at $313.42 per share (Code F), leaving a net increase of 1,386 shares in Fountain’s direct holdings. His direct ownership now totals 22,046 common shares.

The filing also shows Fountain retains 8,555 unvested RSUs that continue to vest quarterly through 2027, assuming ongoing employment. No open-market sales or purchases occurred beyond the tax-related share surrender, making this a routine executive vesting event with limited market impact.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; small net share gain, negligible market impact.

The transaction merely converts previously granted compensation into equity, reflecting standard quarterly vesting. Cashless tax withholding reduced the gross 3,001-share issuance to a 1,386-share net addition, lifting Fountain’s stake to 22,046 shares. The sale portion was automatic and not an open-market disposition, so signaling value is minimal. With 8,555 RSUs still outstanding, incentive alignment remains intact. Overall impact on float, supply–demand dynamics, and insider sentiment is neutral.

Corporate Governance Expert

TL;DR: Executive equity alignment maintained; no red flags.

Consistent quarter-on-quarter vesting supports long-term incentive structures. The absence of discretionary sales suggests the executive did not actively divest beyond obligatory withholding. Remaining RSU inventory continues to tie compensation to shareholder value creation. Governance best practices are followed, and no compliance issues are evident. Impact is classified as not impactful for investors.

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)
07/31/2025

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

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)	07/31/2025		A		413(2)		(3)	(3)	Common Stock	413	$0	39,843(4)	D
Class B Profits Units of Rithm Capital Management LLC	(1)	07/31/2025		A		441(2)		(5)	(5)	Common Stock	441	$0	21,938	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 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.

4. The Reporting Person's Form 4 filings on each of February 4, 2025 and May 2, 2025 inadvertently overstated the number of Class B Profit Units granted to the Reporting Person as dividend equivalents by 419 and 432 Class B Profit Units, respectively. The total amount reported in Column 9 corrects the balance of the Reporting Person's account.

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.

Remarks:

	/s/ David Zeiden	08/04/2025
	** 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

How many FFIV shares did EVP Thomas Fountain acquire on 1 Aug 2025?

He received 3,001 shares upon RSU vesting and retained 1,386 shares after tax withholding.

At what price were FFIV shares disposed of for taxes?

Shares were surrendered at $313.42 per share under transaction code F.

What is Fountain’s current FFIV share ownership?

Following the transaction he directly owns 22,046 common shares.

How many unvested RSUs does Fountain still hold?

He retains 8,555 Restricted Stock Units scheduled to vest quarterly through 2027.

Was there an open-market sale of FFIV stock?

No; the only disposition was an automatic share surrender to cover taxes.