Rithm Capital (RITM) CEO reports 771,688-share tax-withholding disposition

Rhea-AI Filing Summary

Rithm Capital Corp. CEO Michael Nierenberg reported a Form 4 showing a tax-related share disposition rather than an open-market sale. On February 21, 2026, 771,688 shares of common stock at $10.45 per share were withheld to satisfy tax withholding obligations when 1,416,540 previously reported restricted stock units settled. After this transaction, Nierenberg directly held 1,445,798 shares of common stock, with additional indirect holdings reported through various family trusts and custodial accounts.

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)
02/21/2026

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	02/21/2026		F		771,688(1)	D	$10.45	1,445,798	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

Explanation of Responses:

1. Represents shares withheld to cover tax withholding obligations when 1,416,540 previously reported restricted stock units settled on February 21, 2026.

Remarks:

	/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	02/24/2026
	** 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.
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FAQ

What insider transaction did Rithm Capital (RITM) report for Michael Nierenberg?

Rithm Capital reported that CEO Michael Nierenberg had 771,688 common shares withheld on February 21, 2026, to cover tax obligations when 1,416,540 previously reported restricted stock units settled, rather than executing an open-market sale of shares.

Was the Rithm Capital (RITM) CEO transaction an open-market stock sale?

No, the transaction was a tax-withholding disposition. Shares of Rithm Capital common stock were withheld to satisfy tax obligations arising from the settlement of 1,416,540 previously reported restricted stock units, not sold in an open-market trade.

How many Rithm Capital (RITM) shares were involved in the CEO’s tax-withholding disposition?

The Form 4 shows that 771,688 shares of Rithm Capital common stock were withheld at a price of $10.45 per share to cover tax withholding obligations tied to the settlement of 1,416,540 restricted stock units.

How many Rithm Capital (RITM) shares does Michael Nierenberg directly own after this Form 4?

Following the tax-withholding disposition, Michael Nierenberg directly holds 1,445,798 shares of Rithm Capital common stock. The filing also reports additional indirect ownership positions through various family trusts and custodial accounts for his children.

What do the indirect Rithm Capital (RITM) holdings in the Form 4 represent?

The Form 4 lists indirect holdings in Rithm Capital common stock through a trust for children, a trust for son, a 2019 GRAT, and custodial accounts for daughter and son, reflecting shares held in estate and family planning vehicles.