SEC Form 4 · accession 0001571610-26-000013
Rithm Capital Corp. · RITM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicola Santoro Jr.
Officer — Chief Financial Officer
Period of report
Apr 30, 2026
Accepted (ET)
Aug 4, 2026 · 7:13 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001556593
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F3 | — | Apr 30, 2026 | A | 521 | A | — | — | Common Stock | 521 | 60,040 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F4 | — | Apr 30, 2026 | A | 2,085 | A | — | — | Common Stock | 2,085 | 83,679 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F5 | — | Apr 30, 2026 | A | 819 | A | — | — | Common Stock | 819 | 48,926 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F6 | — | Apr 30, 2026 | A | 820 | A | — | — | Common Stock | 820 | 32,888 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F7 | — | Apr 30, 2026 | A | 2,114 | A | — | — | Common Stock | 2,114 | 84,817 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F3 | — | Jul 31, 2026 | A | 529 | A | — | — | Common Stock | 529 | 60,569 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F4 | — | Jul 31, 2026 | A | 2,119 | A | — | — | Common Stock | 2,119 | 85,798 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F5 | — | Jul 31, 2026 | A | 833 | A | — | — | Common Stock | 833 | 49,759 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F6 | — | Jul 31, 2026 | A | 833 | A | — | — | Common Stock | 833 | 33,721 | D |
| Class B Profits Units of Rithm Capital Management LLCF2,F1,F7 | — | Jul 31, 2026 | A | 2,148 | A | — | — | Common Stock | 2,148 | 86,965 | D |
Explanation of responses
- F1Class 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.
- F2Represents 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.
- F3Reflects 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.
- F4Reflects 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.
- F5Reflects 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.
- F6Represents 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.
- F7Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 20, 2026, which will vest in three equal annual installments on February 20 of each of 2027, 2028 and 2029, 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.