Form 4 for RITM Rithm Capital Corp.

Accepted 2026-01-22 00:00:00 ET · period of report 2026-01-20 · accession 0001571610-26-000005 · 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	2026-01-22	2026-01-20	RITM	SANTORO NICOLA JR	CFO	A - Grant	$0.00	+169.9K	278.0K	+157%	$0
DM	2026-01-22	2026-01-20	RITM	SANTORO NICOLA JR	CFO	A - Grant	$0.00	+71.4K	31.4K	New	$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	2026-01-20	A	A	169,885	$0.00	278,011	D	—	—	(F2) The reported amount also includes 38,583 dividend equivalent rights accrued with respect to the performance-based restricted stock units. Dividend equivalent performance-based restricted stock units vest on the same schedule and are subject to the same terms and conditions as the underlying awards. (F1) Represents performance-based restricted stock units granted under the Rithm Capital Corp. Nonqualified Stock Option and Incentive Award Plan and earned based on the three-year average annual return on equity over the period starting January 1, 2023 and ending December 31, 2025, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, the performance-based criteria have been satisfied for all of the units, and the units will vest on February 21, 2026. (F3) Includes 198,197 unvested restricted stock units.
2	Derivative	Class B Profits Units of Rithm Capital Management LLC	2026-01-20	A	A	39,961	$0.00	79,919	D	— · — to —	39,961 Common Stock	(F5) Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches. (F7) The reported amount also includes 11,386 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards. (F4) 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) 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.
3	Derivative	Class B Profits Units of Rithm Capital Management LLC	2026-01-20	A	A	31,410	$0.00	31,410	D	— · — to —	31,410 Common Stock	(F8) Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches. (F9) The reported amount also includes 1,976 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards. (F4) 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) 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.