RITM Insider Filing: CEO Tax Withholding Leaves 990K Shares Directly Held

Rhea-AI Filing Summary

Form 4 snapshot: Rithm Capital Corp. (RITM) Chief Executive Officer and Director Michael Nierenberg reported an internal share-settlement transaction dated 06/17/2025.

• Transaction code F denotes shares withheld by the issuer solely to cover taxes at vesting; it is not an open-market sale.
• Shares withheld: 106,546 common shares at an indicated price of $11.29, implying a tax-withholding value of roughly $1.2 million.
• Post-transaction direct holding: 990,842 common shares.
• Indirect holdings: 838,091 shares across multiple family trusts, GRAT and custodial accounts.
• Unvested equity: 189,899 restricted stock units (RSUs) remain outstanding.

The filing confirms Nierenberg’s total reported beneficial ownership exceeds 1.8 million shares (direct + indirect) excluding the unvested RSUs, maintaining strong insider alignment. Because the event involves administrative tax withholding rather than discretionary buying or selling, it carries limited signaling value for near-term trading but provides updated visibility on insider equity exposure.

Positive

• High insider ownership: CEO retains roughly 1.8 million shares, demonstrating continued alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; CEO still owns ~1.8 M shares, neutral market signal.

The F-coded transaction indicates the issuer retained 106,546 shares to satisfy statutory taxes linked to previously awarded equity. No open-market activity occurred, so there is minimal read-through to management’s sentiment. Post-settlement, Nierenberg retains 990,842 shares directly and sizable indirect/family trust positions, keeping insider ownership robust. Such alignment can be viewed positively, yet the filing itself does not alter earnings, cash flow, or strategic outlook. Overall impact on valuation or liquidity is negligible.

Corporate Governance Specialist

TL;DR: Administrative share withholding; insider alignment intact; governance impact low.

Form 4 transparency is important, but this entry reflects a mechanical tax event rather than discretionary trading. The CEO’s continued large stake supports shareholder-management alignment and mitigates agency concerns. No governance red flags, option repricing, or related-party issues are indicated. Consequently, the disclosure is considered standard compliance with immaterial strategic effect.

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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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		F		106,546(1)	D	$11.29	990,842(2)	D
Common Stock								56,287	I	By Trust for Children
Common Stock								301,548	I	By Trust for Daughter
Common Stock								301,548	I	By Trust for Son
Common Stock								130,458	I	By 2019 GRAT
Common Stock								23,850	I	Custodian for Daughter
Common Stock								24,400	I	Custodian for Son

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

Explanation of Responses:

1. Represents shares of Common Stock withheld by the Issuer to satisfy tax withholding in connection with the settlement of restricted stock awards and does not represent a sale by the reporting person.

2. Includes 189,899 unvested restricted stock units.

Remarks:

	/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	06/20/2025
	** 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.
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FAQ

What type of transaction did Rithm Capital (RITM) report on this Form 4?

An F-code transaction, meaning shares were withheld by the company to cover tax obligations upon vesting.

How many RITM shares were withheld for taxes?

106,546 common shares were withheld on 06/17/2025.

What is Michael Nierenberg’s direct share ownership after the transaction?

He directly owns 990,842 RITM shares following the withholding event.

Does the filing indicate any open-market sales or purchases?

No. The filing shows an administrative tax withholding, not an open-market trade.

How many restricted stock units remain unvested for the CEO?

The report lists 189,899 unvested RSUs.