Michael Nierenberg - 30 Apr 2025 Form 4 Insider Report for Rithm Capital Corp. (RITM)

Role: Chief Executive Officer, Director
Signature: /s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg
Issuer symbol: RITM
Transactions as of: 30 Apr 2025
Transactions value $: $0
Form type: 4
Filing time: 02 May 2025, 16:33:00 UTC
Previous filing: 26 Feb 2025
Next filing: 20 Jun 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Nierenberg Michael	Chief Executive Officer, Director	799 BROADWAY, 8TH FLOOR, NEW YORK	/s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg	02 May 2025	0001591719

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RITM	Common Stock	Award	$0	+4,168	+0.38%	$0	1,097,388	30 Apr 2025	Direct	F1, F2
holding	RITM	Common Stock						56,287	30 Apr 2025	By Trust for Children
holding	RITM	Common Stock						301,548	30 Apr 2025	By Trust for Daughter
holding	RITM	Common Stock						301,548	30 Apr 2025	By Trust for Son
holding	RITM	Common Stock						130,458	30 Apr 2025	By 2019 GRAT
holding	RITM	Common Stock						24,400	30 Apr 2025	Custodian for Son
holding	RITM	Common Stock						23,850	30 Apr 2025	Custodian for Daughter

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	+4,516	+1.5%	$0	306,385	30 Apr 2025	Common Stock	4,516		Direct	F3, F4, F5
transaction	RITM	Class B Profits Units of Rithm Capital Management LLC	Award	$0	+20,323	+2.2%	$0	925,933	30 Apr 2025	Common Stock	20,323		Direct	F3, F4, F6
transaction	RITM	Class B Profits Units of Rithm Capital Management LLC	Award	$0	+5,662	+2.2%	$0	257,975	30 Apr 2025	Common Stock	5,662		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 189,899 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.
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.