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Rithm Capital Corp. — Director's Dealing 2026
Feb 3, 2026
30904_dirs_2026-02-03_749e57fc-c0f4-47b7-8589-1710e94186cb.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Rithm Capital Corp. (RITM)
CIK: 0001556593
Period of Report: 2026-01-30
Reporting Person: SANTORO NICOLA JR (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2026-01-30 | Common Stock | A | 4156 | — | Acquired | 282167 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2026-01-30 | Class B Profits Units of Rithm Capital Management LLC | $ | A | 838 | Acquired | Common Stock (838) | Direct | |
| 2026-01-30 | Class B Profits Units of Rithm Capital Management LLC | $ | A | 1675 | Acquired | Common Stock (1675) | Direct | |
| 2026-01-30 | Class B Profits Units of Rithm Capital Management LLC | $ | A | 988 | Acquired | Common Stock (988) | Direct | |
| 2026-01-30 | Class B Profits Units of Rithm Capital Management LLC | $ | A | 658 | Acquired | Common Stock (658) | Direct |
Footnotes
F1: Represents dividend equivalent rights accrued on existing time-based and performance-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 are subject to the same terms and conditions as the underlying awards.
F2: Includes 202,353 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: 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.
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 and 2025 performance periods. As of January 20, 2026,
performance-based criteria have been satisfied for 2 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.
F7: Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 24, 2025, which will vest in three equal annual installments on February 24 of each of 2026, 2027 and 2028, 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.
F8: Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches, which will vest on February 24, 2028, 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