NICOLA SANTORO JR - 24 Feb 2025 Form 4 Insider Report for Rithm Capital Corp. (RITM)

Role: Chief Financial Officer
Signature: /s/ Nicola Santoro, Jr.
Issuer symbol: RITM
Transactions as of: 24 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 26 Feb 2025, 16:27:21 UTC
Previous filing: 25 Feb 2025
Next filing: 07 May 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RITM	Class B Profits Units of Rithm Capital Management LLC	Award	$0	+44,155		$0.000000	44,155	24 Feb 2025	Common Stock	44,155		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.