Form 4 for RITM Rithm Capital Corp.

Accepted 2025-02-04 00:00:00 ET · period of report 2025-01-31 · accession 0001571610-25-000004 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2025-02-04	2025-01-31	RITM	SANTORO NICOLA JR	CFO	A - Grant	$0.00	+1,128	114.9K	+1.0%	$0
DM	2025-02-04	2025-01-31	RITM	SANTORO NICOLA JR	CFO	A - Grant	$0.00	+1,990	56.2K	+4%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-01-31	A	A	1,128	$0.00	114,949	D	—	—	(F1) Represents dividend equivalent rights accrued on existing time-based restricted stock units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent units will vest on the same schedule and subject to the same terms and conditions as the underlying awards. (F2) Includes 53,064 unvested restricted stock units.
2	Derivative	Class B Profits Units of Rithm Capital Management LLC	2025-01-31	A	A	796	$0.00	37,444	D	— · — to —	796 Common Stock	(F4) 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. (F3) 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. (F6) Reflects a profits interest award in the form of Class B Profits Units in RCM earned based on annual return on equity for the 2024 performance period. As of January 27, 2025, performance-based criteria have been satisfied for 1 of the 3 tranches, which will vest on February 23, 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units are 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.
3	Derivative	Class B Profits Units of Rithm Capital Management LLC	2025-01-31	A	A	1,194	$0.00	56,168	D	— · — to —	1,194 Common Stock	(F4) 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. (F3) 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. (F5) Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 23, 2024, which will vest in three equal annual installments on February 23 of each of 2025, 2026 and 2027, 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.