Rithm Capital Corp. — Director's Dealing 2024

Apr 30, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rithm Capital Corp. (RITM)
CIK: 0001556593
Period of Report: 2024-04-26

Reporting Person: Nierenberg Michael (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-26	Common Stock	A	7580	—	Acquired	1266117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-26	Class B Profits Units of Rithm Capital Management LLC	$	A	6160	Acquired		Common Stock (6160)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56287	Indirect
Common Stock	301548	Indirect
Common Stock	301548	Indirect
Common Stock	130458	Indirect
Common Stock	23850	Indirect
Common Stock	24400	Indirect

Footnotes

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 347,509 unvested restricted stock units and 385,356 unvested shares of restricted stock.

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.

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.

F5: Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on March 15, 2024, which will vest in three equal annual installments on March 15 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.