Rithm Capital insider acquires Class B units via dividend rights

Rhea-AI Filing Summary

Rithm Capital Corp. (RITM) reported insider activity by its Chief Legal Officer on 10/31/2025. The filing shows acquisitions of derivative securities labeled as Class B Profits Units of Rithm Capital Management LLC: 467 units and 499 units, each at $0 and coded A for acquisition.

These represent dividend equivalent rights tied to the issuer’s quarterly dividend and follow the same vesting and terms as the underlying awards. The units are exchangeable one-for-one into Common Stock pursuant to plan terms after vesting and sufficient profits allocation. Following the transactions, derivative securities beneficially owned are listed as 40,310 and 22,437, respectively, with ownership reported as Direct (D).

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zeiden David

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Profits Units of Rithm Capital Management LLC	467	$0.00	--
Grant/Award	Class B Profits Units of Rithm Capital Management LLC	499	$0.00	--

Holdings After Transaction: Class B Profits Units of Rithm Capital Management LLC — 40,310 shares (Direct)

Footnotes (1)

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. 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. Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on May 1, 2024, which will vest in two equal installments on January 1 of each of 2025 and 2026, 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Zeiden David

(Last) (First) (Middle)

799 BROADWAY

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

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

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)	10/31/2025		A		467(2)		(3)	(3)	Common Stock	467	$0	40,310	D
Class B Profits Units of Rithm Capital Management LLC	(1)	10/31/2025		A		499(2)		(4)	(4)	Common Stock	499	$0	22,437	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 May 1, 2024, which will vest in two equal installments on January 1 of each of 2025 and 2026, 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 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.

Remarks:

	/s/ David Zeiden	11/04/2025
	** 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.
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.

FAQ

What insider transaction did RITM report?

The Chief Legal Officer reported acquiring Class B Profits Units on 10/31/2025: 467 units and 499 units at $0.

What are Class B Profits Units at Rithm Capital Management LLC?

They are exchangeable into Common Stock on a one‑for‑one basis after vesting and sufficient profits allocation under plan terms.

Why were the units credited to the reporting person?

They reflect dividend equivalent rights accrued on existing Class B Profits Units in connection with the quarterly dividend.

What vesting schedules apply to the referenced awards?

A May 1, 2024 award vests Jan 1 of 2025 and 2026; a Feb 24, 2025 award vests Feb 24 of 2026, 2027 and 2028.

How many derivative securities are beneficially owned after these transactions?

The filing lists 40,310 and 22,437 derivative securities beneficially owned following the reported transactions.

How is ownership reported for these holdings?

Ownership is reported as Direct (D).

What is the reporting person’s role at RITM?

The reporting person is an Officer, titled Chief Legal Officer.