[Form 4] RiverNorth Capital and Income Fund, Inc. Insider Trading Activity

Rhea-AI Filing Summary

RiverNorth Capital & Income Fund (RSF) – Form 4 insider filing

CEO & Director Patrick W. Galley disclosed the acquisition of 39,813 RSF common shares on 07/11/2025. The transaction, coded “J,” indicates the shares were obtained through a rights offering at a stated price of $14.39 per share. After this purchase, Galley’s direct ownership rises to 254,733 shares. No dispositions or derivative securities were reported.

Net insider buying by the fund’s chief executive can be viewed as a positive signal of management’s conviction; however, because the purchase stems from a rights offering rather than open-market buying, the informational value may be somewhat muted.

Positive

• CEO Patrick W. Galley acquired 39,813 shares, increasing direct ownership to 254,733, signaling confidence.
• No insider sales or derivative disposals reported, resulting in a net increase in insider alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO bought 39.8k RSF shares via rights offering, lifting stake to 254.7k; modestly bullish signal.

The purchase increases Galley’s direct holdings by roughly 18% and represents a cash outlay at the rights-offering price of $14.39. Insider accumulation—especially by top leadership—is typically interpreted as confidence in NAV prospects and distribution sustainability. Because the shares were acquired through a rights entitlement (code J) rather than discretionary open-market buying, investors should temper enthusiasm, yet the net effect is additive to insider alignment. I view the filing as incrementally positive with limited market impact due to the fund’s thin float and the transaction’s modest size.

Portfolio Manager

TL;DR: Rights-based insider buy boosts alignment; market impact negligible.

This is a routine follow-on to RSF’s recent rights offering. While the CEO’s participation is expected, the clear takeaway is no insider selling. The added 39.8 k shares slightly tightens insider ownership, supporting governance and distribution policy stability. From a portfolio standpoint, I regard the development as not materially price-moving but directionally supportive of sentiment toward RSF’s high-yield strategy.

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^*

Galley Patrick W.

(Last) (First) (Middle)

360 S. ROSEMARY AVE

SUITE 1420

(Street)

WEST PALM BEACH FL 33401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RiverNorth Capital & Income Fund, Inc. [ RSF ]

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)
07/11/2025

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
Common Stock	07/11/2025	07/11/2025	J(1)		39,813	A	$14.39	254,733	D

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. The shares were acquired from rights offering.

	/s/ Patrick W. Galley	08/01/2025
	** 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.
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FAQ

How many RSF shares did CEO Patrick W. Galley purchase?

He acquired 39,813 common shares.

At what price were the RSF shares acquired?

The filing lists a $14.39 per share purchase price via the rights offering.

What is Galley’s total RSF share ownership after the transaction?

His direct holdings increased to 254,733 shares.

What transaction code was used and what does it mean?

Code “J” denotes shares obtained through a rights offering rather than open-market buying.

Did the filing report any derivative securities?

No, Table II shows zero derivative activity.