Form 4 for RITM Rithm Capital Corp.
Accepted 2026-01-22 00:00:00 ET · period of report 2026-01-20 · accession 0001591719-26-000002 · 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 | Nierenberg Michael | CEO, Dir | A - Grant | $0.00 | +1.19M | 2.19M | +119% | $0 |
| DM | 2026-01-22 | 2026-01-20 | RITM | Nierenberg Michael | CEO, Dir | A - Grant | $0.00 | +1.77M | 1.93M | +1,118% | $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 | 1,189,241 | $0.00 | 2,188,388 | D | — | — | (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 performancebased criteria have been satisfied for all of the units, and the units will vest on February 21, 2026. The reported amount also includes 270,125 dividend equivalent rights accrued with respect to the earned 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. (F2) Includes 1,387,445 unvested restricted stock units. |
| 2 | Derivative | Class B Profits Units of Rithm Capital Management LLC | 2026-01-20 | A | A | 807,776 | $0.00 | 807,776 | D | — · — to — | 807,776 Common Stock | (F7) 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. (F8) The reported amount also includes 50,837 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. (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) 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 | 966,433 | $0.00 | 1,932,866 | D | — · — to — | 966,433 Common Stock | (F4) 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. (F6) The reported amount also includes 275,408 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. (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) 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. |