Rithm Capital CEO acquires dividend-linked rights

Q: How many Class B Profits Units did RITM CEO Michael Nierenberg report acquiring?

He reported five dividend-equivalent amounts: 3,066, 55,188, 5,125, 23,064 and 7,929 Class B Profits Units on October 30, 2026. They accrued on previously reported awards in connection with Rithm Capital Corp.’s quarterly dividend.

Q: What vesting milestones apply to RITM’s dividend-equivalent units?

The 55,188 units related to awards based on 2024 and 2025 annual return on equity had performance criteria satisfied for 2 of 3 tranches as of January 20, 2026, with vesting scheduled for March 15, 2027, subject to continued employment. For the 23,064 units related to 2025 performance, criteria were satisfied for 1 of 3 tranches; vesting is scheduled for February 24, 2028, subject to continued employment.

The units follow their underlying awards’ vesting conditions and are exchangeable for common stock only after vesting and sufficient profits allocation.

Available on EDGAR 11/03/2026 - 04:52 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:52 PM EST

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Rhea-AI Filing Summary

Rithm Capital Corp. CEO Michael Nierenberg acquired dividend equivalent rights on October 30, 2026, reflected in five amounts of 3,066, 55,188, 5,125, 23,064 and 7,929 Class B Profits Units of Rithm Capital Management LLC. The rights accrued on previously reported awards in connection with Rithm Capital Corp.’s quarterly dividend and follow the underlying awards’ vesting schedules and conditions. Once vested and after sufficient profits have been allocated, the units are exchangeable for common stock on a one-for-one basis.

Insider Trade Summary

Grant/Award: 94,372 shares

Grant/Award 5 txns

Insider Nierenberg Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F3}	3,066	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F4}	55,188	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F5}	5,125	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F6}	23,064	$0.00	$0.00
Grant/Award	Class B Profits Units of Rithm Capital Management LLC ^{F1, F2, F7}	7,929	$0.00	$0.00

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 3,944,759 contracts (Direct)

Footnotes (7)

F1. 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.
F2. 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.
F3. 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.
F4. 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.
F5. 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.
F6. 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.
F7. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 20, 2026, which will vest in three equal annual installments on February 20 of each of 2027, 2028 and 2029, 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.

Key Figures

Class B Profits Units: 3,066 units Class B Profits Units: 55,188 units Class B Profits Units: 5,125 units +2 more

5 metrics

Class B Profits Units 3,066 units Dividend equivalent rights reported October 30, 2026

Class B Profits Units 55,188 units Dividend equivalent rights reported October 30, 2026

Class B Profits Units 5,125 units Dividend equivalent rights reported October 30, 2026

Class B Profits Units 23,064 units Dividend equivalent rights reported October 30, 2026

Class B Profits Units 7,929 units Dividend equivalent rights reported October 30, 2026

Key Terms

dividend equivalent rights, profits interest award, annual return on equity, one-for-one basis, +1 more

5 terms

dividend equivalent rights financial

"dividend equivalent rights accrued on existing Class B Profits Units"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

profits interest award financial

"a profits interest award in the form of Class B Profits Units"

annual return on equity financial

"earned based on annual return on equity for the 2024 and 2025 performance periods"

one-for-one basis financial

"exchangeable into shares of Common Stock of the Issuer on a one-for-one basis"

performance-based criteria financial

"performance-based criteria have been satisfied for 2 of the 3 tranches"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Class B Profits Units did RITM CEO Michael Nierenberg report acquiring?

He reported five dividend-equivalent amounts: 3,066, 55,188, 5,125, 23,064 and 7,929 Class B Profits Units on October 30, 2026. They accrued on previously reported awards in connection with Rithm Capital Corp.’s quarterly dividend.

What vesting milestones apply to RITM’s dividend-equivalent units?

The 55,188 units related to awards based on 2024 and 2025 annual return on equity had performance criteria satisfied for 2 of 3 tranches as of January 20, 2026, with vesting scheduled for March 15, 2027, subject to continued employment. For the 23,064 units related to 2025 performance, criteria were satisfied for 1 of 3 tranches; vesting is scheduled for February 24, 2028, subject to continued employment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Nierenberg Michael

(Last)

(First)

(Middle)

799 BROADWAY

8TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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⁾	10/30/2026		A		3,066⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	3,066	$0	328,604	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		55,188⁽²⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	55,188	$0	2,130,298	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		5,125⁽²⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	5,125	$0	289,476	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		23,064⁽²⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	23,064	$0	890,285	D
Class B Profits Units of Rithm Capital Management LLC	⁽¹⁾	10/30/2026		A		7,929⁽²⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	7,929	$0	306,096	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 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.

4. 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.

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.

6. 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.

7. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 20, 2026, which will vest in three equal annual installments on February 20 of each of 2027, 2028 and 2029, 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/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	11/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR