Rithm CEO granted 283,554 Class B Profits Units

Nierenberg Michael reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 03/09/2026 - 06:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nierenberg Michael reported acquisition or exercise transactions in this Form 4 filing.

Rithm Capital Corp. reported that Chief Executive Officer Michael Nierenberg received an equity-based award of 283,554 Class B Profits Units of Rithm Capital Management LLC. The award was granted on February 20, 2026 at no cash cost to him.

According to the plan terms, these Class B Profits Units vest in three equal annual installments on February 20 of 2027, 2028 and 2029, provided he remains employed by Rithm. Once vested and after sufficient profits have been allocated to the units, they are exchangeable on a one-for-one basis into shares of Rithm Capital common stock.

Insider Trade Summary

Grant/Award: 283,554 shares

Grant/Award 1 txn

Insider Nierenberg Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Profits Units of Rithm Capital Management LLC	283,554	$0.00	$0.00

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 283,554 contracts (Direct)

Footnotes (2)

1. 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.
2. F2. 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.

FAQ

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

What equity award did Rithm Capital (RITM) grant its CEO?

Rithm Capital granted CEO Michael Nierenberg 283,554 Class B Profits Units of Rithm Capital Management LLC. These derivative units are part of a long-term incentive plan and can later be exchanged into common stock under specified vesting and profit allocation conditions.

How do the CEO’s Class B Profits Units at Rithm Capital (RITM) vest?

The 283,554 Class B Profits Units vest in three equal annual installments on February 20 of 2027, 2028 and 2029. Vesting requires that Michael Nierenberg remain continuously employed by Rithm Capital through each applicable vesting date.

Can the Rithm Capital (RITM) CEO’s Class B Profits Units convert into common stock?

Yes. After the Class B Profits Units vest and sufficient profits are allocated to them, they become exchangeable into Rithm Capital common stock on a one-for-one basis, according to the long-term incentive plan and the individual award agreement terms.

What was the transaction price for the Rithm Capital (RITM) CEO’s derivative grant?

The Form 4 shows the 283,554 Class B Profits Units were granted at a transaction price of 0.0000 per unit. This indicates a compensatory, non-cash equity award rather than an open-market purchase or sale involving cash consideration.

What type of Form 4 transaction did Rithm Capital (RITM) report for its CEO?

The filing reports an “A” code transaction, described as a grant, award, or other acquisition of derivative securities. It reflects an equity incentive award to CEO Michael Nierenberg rather than an open-market buy or sell of existing shares.

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 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)
02/20/2026

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)
			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)	02/20/2026		A		283,554		(2)	(2)	Common Stock	283,554	$0	283,554	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. 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	03/09/2026
	** 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.