Michael Nierenberg - Jan 31, 2025 Form 4 Insider Report for Rithm Capital Corp. (RITM)

Signature
/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg
Stock symbol
RITM
Transactions as of
Jan 31, 2025
Transactions value $
$0
Form type
4
Date filed
2/4/2025, 09:47 PM
Previous filing
Jan 29, 2025
Next filing
Feb 25, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RITM Common Stock Award $0 +7.9K +0.67% $0.00 1.18M Jan 31, 2025 Direct F1, F2
holding RITM Common Stock 56.3K Jan 31, 2025 By Trust for Children
holding RITM Common Stock 302K Jan 31, 2025 By Trust for Daughter
holding RITM Common Stock 302K Jan 31, 2025 By Trust for Son
holding RITM Common Stock 130K Jan 31, 2025 By 2019 GRAT
holding RITM Common Stock 23.9K Jan 31, 2025 Custodian for Daughter
holding RITM Common Stock 24.4K Jan 31, 2025 Custodian for Son

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 +6.42K +2.17% $0.00 302K Jan 31, 2025 Common Stock 6.42K Direct F3, F4, F5
transaction RITM Class B Profits Units of Rithm Capital Management LLC Award $0 +19.3K +2.17% $0.00 906K Jan 31, 2025 Common Stock 19.3K Direct F3, F4, F6
* 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 subject to the same terms and conditions as the underlying awards.
F2 Includes 371,462 unvested restricted stock units and 192,678 unvested shares of restricted stock.
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 performance period. As of January 27, 2025, performance-based criteria have been satisfied for 1 of the 3 tranches, which will vest on March 15, 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.