Rithm Capital (NYSE: RITM) CEO awarded dividend-based stock and profit units

Rhea-AI Filing Summary

Rithm Capital Corp. Chief Executive Officer and director Michael Nierenberg reported multiple equity-related awards dated January 30, 2026. He acquired 29,098 shares of common stock at a price of $0, described as dividend equivalent rights on previously granted time-based and performance-based restricted stock units tied to the company’s quarterly dividend.

Following this transaction, he directly beneficially owns 2,217,486 shares of common stock, which include 1,416,543 unvested restricted stock units. He also holds additional common shares indirectly through various family trusts and custodial accounts for children, a GRAT, and other vehicles.

In Table II, he acquired Class B Profits Units of Rithm Capital Management LLC in several grants (4,504; 40,538; 5,647; and 16,941 units) at $0, which are identified as dividend equivalent rights on existing Class B Profits Units associated with the quarterly dividend. These Class B Profits Units are exchangeable into Rithm Capital common stock on a one-for-one basis once vesting and profits allocation conditions are met under long-term incentive and performance-based award arrangements.

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^*

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)
01/30/2026

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	01/30/2026		A		29,098(1)	A	$0	2,217,486(2)	D
Common Stock								56,287	I	By Trust for Children
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
Class B Profits Units of Rithm Capital Management LLC	(3)	01/30/2026		A		4,504(4)		(5)	(5)	Common Stock	4,504	$0	319,888	D
Class B Profits Units of Rithm Capital Management LLC	(3)	01/30/2026		A		40,538(4)		(6)	(6)	Common Stock	40,538	$0	1,973,404	D
Class B Profits Units of Rithm Capital Management LLC	(3)	01/30/2026		A		5,647(4)		(7)	(7)	Common Stock	5,647	$0	274,905	D
Class B Profits Units of Rithm Capital Management LLC	(3)	01/30/2026		A		16,941(4)		(8)	(8)	Common Stock	16,941	$0	824,717	D

Explanation of Responses:

1. Represents dividend equivalent rights accrued on existing time-based and performance-based restricted stock units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.

2. Includes 1,416,543 unvested restricted stock units.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did Rithm Capital (RITM) CEO Michael Nierenberg acquire in this Form 4 filing?

Michael Nierenberg received 29,098 shares of Rithm Capital common stock at $0 as dividend equivalent rights. These are tied to previously granted restricted stock units and reflect the company’s quarterly dividend, rather than an open-market purchase or sale of shares.

How many Rithm Capital shares does CEO Michael Nierenberg beneficially own after this transaction?

After the reported transaction, Michael Nierenberg directly beneficially owns 2,217,486 shares of Rithm Capital common stock. This total includes 1,416,543 unvested restricted stock units, highlighting that a significant portion of his direct interest remains subject to vesting conditions over time.

What are the Class B Profits Units reported by Rithm Capital’s CEO in this Form 4?

The Class B Profits Units are equity-based interests in Rithm Capital Management LLC that can convert into common stock one-for-one. On January 30, 2026, Nierenberg received several tranches as dividend equivalent rights linked to existing awards and the issuer’s quarterly dividend program.

Are the equity awards to Rithm Capital’s CEO in this filing tied to performance or time-based vesting?

Yes. Footnotes explain that underlying Class B Profits Units and restricted stock units vest over multiple years or based on return-on-equity performance. Some tranches vest in equal annual installments; others depend on satisfying performance criteria for specified 2024 and 2025 performance periods.

Does Rithm Capital’s CEO hold additional RITM shares indirectly through family entities?

Yes. The Form 4 shows indirect ownership of Rithm Capital common stock through a trust for children, a trust for a son, a 2019 GRAT, and custodial accounts for a daughter and son. These positions are reported as indirect beneficial ownership under Section 16 rules.

What is a dividend equivalent right as used in this Rithm Capital Form 4?

A dividend equivalent right credits additional units when the company pays dividends, mirroring what a share would receive. Here, dividend equivalents increased both restricted stock units and Class B Profits Units, with new units vesting on the same schedule and terms as the underlying awards.