Rithm Capital Corp. — Director's Dealing 2024

Feb 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rithm Capital Corp. (RITM)
CIK: 0001556593
Period of Report: 2024-02-23

Reporting Person: SANTORO NICOLA JR (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-23	Common Stock	F	13427	$10.60	Disposed	109414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-23	Class B Profits Units of Rithm Capital Management LLC	$	A	51401	Acquired		Common Stock (51401)	Direct

Footnotes

F1: Represents shares withheld to cover tax withholding obligations when 24,280 previously reported restricted stock units were settled on February 23, 2024.

F2: Includes 48,561 unvested restricted stock units.

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: 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.