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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.
Rithm Capital Corp. filed an amended current report to add detailed financial information for its acquisition of Paramount Group. The filing includes Paramount’s historical financial statements and unaudited pro forma combined results showing how Rithm would have performed if the merger had occurred on January 1, 2024.
Rithm acquired Paramount on December 19, 2025 for a total purchase price of approximately $1.8 billion, paid in cash at $6.60 per Paramount share and per operating partnership unit. The transaction is treated as an asset acquisition, with the purchase price allocated to identifiable assets and no goodwill recognized.
For the nine months ended September 30, 2025, pro forma combined revenue is $3.88 billion and net income attributable to common stockholders is $458.4 million, or $0.86 basic EPS, compared with Rithm’s historical $514.1 million, or $0.97. For full-year 2024, pro forma combined revenue is $6.02 billion and net income attributable to common stockholders is $772.1 million, or $1.56 basic EPS, versus Rithm’s historical $835.0 million, or $1.69. Consideration was funded with cash on hand and a $50 million equity investment from Rithm Property Trust Inc.
Rithm Capital Corp. files a Form 13F Combination Report listing 32 holdings valued at $42,952,951. The report, signed by David Zeiden, Chief Legal Officer, on 02-17-2026, states the manager reports Section 13(f) positions separately for its Sculptor and Crestline affiliates and notes information barriers between them.
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.
Rithm Capital Corp. reported that its Chief Legal Officer, David Zeiden, received additional incentive awards tied to company performance. On January 30, 2026, he was granted 470 Class B Profits Units and 313 Class B Profits Units of Rithm Capital Management LLC at a price of $0 per unit.
The footnotes explain these Class B Profits Units can be exchanged on a one-for-one basis into Rithm common stock under the long-term incentive plan and award agreements, once vesting and profit-allocation conditions are met. Some units represent dividend-equivalent rights on existing awards, while others are performance-based units linked to 2025 return on equity with vesting over multiple years.
Rithm Capital’s Chief Financial Officer, Nicola Santoro Jr., reported awards tied to existing equity incentives on January 30, 2026. He acquired 4,156 shares of Common Stock at $0, described as dividend equivalent rights on previously granted time-based and performance-based restricted stock units. Following this, he beneficially owned 282,167 Common shares, including 202,353 unvested RSUs.
He also acquired several blocks of Class B Profits Units of Rithm Capital Management LLC at $0: 838, 1,675, 988 and 658 units, all exchangeable one-for-one into Common Stock after vesting and allocation of sufficient profits. These entries reflect dividend equivalents and previously granted profits interest awards with multi-year vesting and, in some cases, performance-based tranches tied to return on equity for 2024 and 2025.
Rithm Capital Corp. furnished a press release announcing its results for the fiscal quarter and full year ended December 31, 2025. The press release, dated February 3, 2026, is attached as Exhibit 99.1 and is incorporated solely for Item 2.02, covering results of operations and financial condition.
The company notes that this press release is being furnished, not filed, under the Exchange Act, which limits its use for certain legal purposes and incorporation by reference into other securities law filings unless expressly stated.
Rithm Capital Corp. Chief Executive Officer Michael Nierenberg received equity awards tied to company performance. On January 20, 2026, he was granted 1,189,241 shares of Common Stock at $0, representing performance-based restricted stock units earned on the company’s three-year average annual return on equity from January 1, 2023 to December 31, 2025. These units, including 270,125 dividend equivalent rights, will vest on February 21, 2026. After this grant, he held 2,188,388 shares of Common Stock directly, which includes 1,387,445 unvested restricted stock units.
He also received 966,433 and 807,776 Class B Profits Units of Rithm Capital Management LLC at $0, earned based on annual return on equity for the 2025 performance period. These units, which can be exchanged one-for-one into Common Stock after vesting and profit allocation, include 275,408 and 50,837 dividend equivalent rights, respectively. Nierenberg also has additional indirect Common Stock holdings through various trusts and custodial accounts for family members.
Rithm Capital Corp. reported a new equity-based award to its Chief Legal Officer, David Zeiden. On January 20, 2026, he was granted 14,957 Class B Profits Units of Rithm Capital Management LLC at a price of $0 per unit. These derivative units are exchangeable on a one-for-one basis into shares of Rithm Capital common stock once they vest and sufficient profits have been allocated to the holder.
The filing notes that the units were earned based on annual return on equity for the 2025 performance period, with performance criteria satisfied for 1 of 3 tranches as of January 20, 2026. The reported 14,957 units also include 941 dividend equivalent rights, which follow the same vesting schedule and terms as the underlying awards.
Rithm Capital Corp. reported new equity awards to its Chief Financial Officer, Nicola Santoro Jr., in the form of common stock and Class B Profits Units. On January 20, 2026, the CFO acquired 169,885 shares of common stock at $0, representing performance-based restricted stock units earned on three-year average return on equity from January 1, 2023 to December 31, 2025, which are scheduled to vest on February 21, 2026. Following this, he held 278,011 shares directly, including unvested restricted stock units and related dividend equivalents.
The filing also shows grants of 39,961 and 31,410 Class B Profits Units of Rithm Capital Management LLC at $0, earned based on annual return on equity for the 2025 performance period. These units are exchangeable into common stock on a one-for-one basis once vested and after sufficient profits are allocated, with 79,919 and 31,410 such units held directly after the respective transactions.