Nicola Santoro Jr - Apr 30, 2025 Form 4 Insider Report for Rithm Capital Corp. (RITM)

Role
Chief Financial Officer
Signature
/s/ Nicola Santoro, Jr.
Stock symbol
RITM
Transactions as of
Apr 30, 2025
Transactions value $
$0
Form type
4
Date filed
5/2/2025, 04:27 PM
Previous filing
Feb 26, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SANTORO NICOLA JR Chief Financial Officer 799 BROADWAY, 8TH FLOOR, NEW YORK /s/ Nicola Santoro, Jr. 2025-05-02 0001571610

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RITM Common Stock Award $0 +595 +0.57% $0.00 106K Apr 30, 2025 Direct F1, F2

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 +840 +1.5% $0.00 57K Apr 30, 2025 Common Stock 840 Direct F3, F4, F5
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +840 +2.24% $0.00 38.3K Apr 30, 2025 Common Stock 840 Direct F3, F4, F6
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +990 +2.24% $0.00 45.1K Apr 30, 2025 Common Stock 990 Direct F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 are subject to the same terms and conditions as the underlying awards.
F2 Includes 27,127 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 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.
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 performance period. As of January 27, 2025, performance-based criteria have been satisfied for 1 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.