The Company has granted share-based compensation in the form of RSU awards, PSU awards, RSAs, Class B Profit Units (as defined below) and LTIP Profit Units (as defined below) to its officers, employees and other service providers and independent directors as well as options to its Former Manager and independent directors under the terms of the applicable incentive plans for the purpose of providing incentives and rewards for service or performance that align the interest of grantees with the long-term growth and profitability of the Company.

Share-based awards granted as compensation are measured based on the grant-date fair value of the award. The Company adjusts for forfeitures in the periods in which they occur. Share-based compensation expense is recorded within compensation and benefits in the consolidated statements of operations. For the years ended December 31, 2024, 2023 and 2022, total share-based compensation expense recognized was $49.1 million, $14.1 million and $1.3 million, respectively.

On May 25, 2023, the Company’s stockholders adopted the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the Company’s Amended and Restated Nonqualified Stock Option and Incentive Award Plan, which became effective on May 15, 2013, as the same has been amended and restated from time to time (the “2013 Plan”). The 2013 Plan expired in accordance with its terms on April 29, 2023. We reserved 34,240,000 shares of our common stock for issuance under the 2023 Plan. Any share-based awards issued under the 2013 Plan continue to be subject to the terms and provisions of the 2013 Plan applicable to such awards.

On February 23, 2024, the Company established and the Compensation Committee of the Board approved the Rithm Capital Management LLC Long-Term Incentive Plan (the “RCM Plan”), as a sub-plan under the 2023 Plan. The RCM Plan provides for the grants of class A profits units and class B profits units (“Class B Profit Units”) in Rithm Capital Management LLC, a wholly owned subsidiary of the Company (“RCM”). The RCM Plan also allows for awards of any other class of units in RCM designated as partnership profits interests. Each award will be granted subject to a benchmark amount calculated at the time of grant with respect to each award such that the award will have no liquidation value with respect to any value below such benchmark amount. Awards of Class B Profit Units that are designated as “Share-Settled Awards” will be settled in shares of common stock in accordance with and subject to the terms and conditions set forth in the individual award agreements.

The Company has granted share-based awards under the 2023 Plan in the form of RSU and PSU awards and has granted share-based awards in the form of RSAs under the 2013 Plan. RSU and PSU awards entitle the holder to receive a share of common stock or cash equal to the fair value of a share of common stock at the election of the Board, plus any dividend equivalent shares of common stock in respect of dividends declared on the common stock, at the time the award vests. RSAs and RSU awards vest over a specified service period. PSU awards vest upon the satisfaction of a service condition and subject to achieving certain performance-based targets.

The fair value of the awards granted is determined based on the public share price of common stock on the date of the grant. For RSU awards and RSAs, compensation expense is recognized using the accelerated attribution model over the vesting period. RSU awards and RSAs vest ratably over a three year period, as set forth in the applicable award agreements. For PSU awards, the Company estimates the probability that the performance criteria will be achieved and recognizes compensation expense only for those awards expected to vest using the accelerated attribution model. PSU awards vest at the end of a three-year period provided that specified performance criteria are met, as set forth in the applicable award agreements. The Company reevaluates its estimate each reporting period and recognizes a cumulative effect adjustment to expense if estimates change from the prior period. No compensation expense is recognized related to the dividend equivalent shares of common stock (awarded in the form of additional RSU or PSU awards) as they are forfeitable and the delivery of the dividend equivalent shares of common stock on outstanding RSU and PSU awards is contingent upon the vesting of the underlying awards.

The Company has granted both time-based and performance-based vesting awards of Class B Profit Units under the RCM Plan. The time-based Class B Profit Units vest over a specified service period. The performance-based Class B Profit Units vest upon

the satisfaction of a service condition and subject to achieving certain performance-based targets. The performance-based Class B Profit Units vest on the third anniversary of the grant date subject to the employee’s continued employment through the applicable vesting date (the “Service Condition”) and subject to the achievement of specified annual targets relating to the Company’s earnings available for distribution return on equity ranging between either 0% and 300% or 0% and 200%, as per the terms of the award, over a three-year performance period (the “Performance Condition”). If the performance-based Class B Profit Units have not satisfied both the Service Condition and the Performance Condition by the third anniversary of the grant date, they will be forfeited. Class B Profit Units entitle the holders to receive shares of common stock or cash equal to the fair value of the common stock shares, at the election of the Company, upon satisfaction of the applicable Service Condition and the Performance Condition, as applicable. The Class B Profit Units are entitled to pre-vesting and post-vesting dividends in the form of dividend equivalent units or cash, as applicable.

The fair value of the Class B Profit Units granted by the Company are based on the grant-date fair value, which considers the public share price of the Company’s common stock. For time-based Class B Profit Units, compensation expense is recognized using the accelerated attribution model over the vesting period. For performance-based Class B Profit Units, the Company estimates the probability that the performance criteria will be achieved and recognizes compensation expense only for those awards expected to vest using the accelerated attribution model. The Company reevaluates its estimate each reporting period and recognizes a cumulative effect adjustment to expense if estimates change from the prior period.


	Number of Shares / Units						Weighted-Average Grant-Date Fair Value
	RSAs	RSU Awards	PSU Awards	Time-Based Class B Profit Units	Performance-Based Class B Profit Units	Total	RSAs		RSU Awards		PSU Awards		Time-Based Class B Profits Units		Performance-Based Class B Profits Units
Unvested Shares at December 31, 2023	385,356	4,624,441	2,647,234	—	—	7,657,031	$	8.65	$	10.40	$	9.52	$	—	$	—
Granted	—	1,578,252	423,330	682,851	2,949,424	5,633,857	—		10.90		10.70		10.72		10.79
Accrued RSU and PSU dividend equivalents(A)	—	466,974	252,103	64,012	280,345	1,063,434	—		10.54		9.69		10.71		10.79


Vested	(192,678)	(1,409,118)	—	—	—	(1,601,796)	8.65		10.36		—		—		—
Forfeited	—	(676,428)	(101,766)	—	—	(778,194)	—		10.72		10.42		—		—
Unvested Shares at December 31, 2024(A)	192,678	4,584,121	3,220,901	746,863	3,229,769	11,974,332	$	8.65	$	10.55	$	9.66	$	10.72	$	10.79

The weighted-average grant-date fair value of RSU awards granted for the years ended December 31, 2024 and 2023 was $10.90 and $10.41, respectively. As of December 31, 2024, total unrecognized compensation expense related to RSU awards was $29.6 million, with a weighted-average amortization period of 1.8 years. The total fair value of RSU awards vested was $14.6 million for the year ended December 31, 2024. No RSU awards vested for the years ended December 31, 2023 and 2022.

The weighted-average grant-date fair value of PSU awards granted for the years ended December 31, 2024 and 2023 was $10.70 and $9.52, respectively. As of December 31, 2024, total unrecognized compensation expense related to PSU awards was $9.9 million, with a weighted-average amortization period of 1.4 years. No PSU awards vested for the years ended December 31, 2024, 2023 and 2022.

The weighted-average grant-date fair value of RSAs granted for the year ended December 31, 2022 was $8.65. There were no RSAs granted for the years ended December 31, 2024 or 2023. As of December 31, 2024, total unrecognized compensation expense related to RSAs was $0.4 million, with a weighted-average amortization period of 0.5 years. The total fair value of RSAs vested was $1.7 million and $1.7 million for the years ended December 31, 2024 and 2023, respectively. No RSAs vested for the year ended December 31, 2022.

The weighted-average grant-date fair value of time-based and performance-based Class B Profit Units granted for the year ended December 31, 2024 was $10.72 and $10.79, respectively. No time-based or performance-based Class B Profit Units were granted for the years ended December 31, 2023 and 2022, as the RCM Plan was established in February 2024. As of December 31, 2024, total unrecognized compensation expense related to time-based and performance-based Class B Profit Units was $26.7 million, with a weighted-average amortization period of 2.2 years. No time-based or performance-based Class B Profit Units vested for the years ended December 31, 2024, 2023 and 2022.

Prior to the Internalization, the Company issued options (i) to the Former Manager and (ii) as initial one-time grants relating to 1,000 shares common stock as compensation to each new director. These options were issued pursuant to the 2013 Plan. Upon exercise, all options will be settled in an amount of cash equal to the excess of the fair market value of a share of common stock on the date of exercise over the exercise price per share unless advance approval is made to settle options in shares of common stock.

On November 11, 2024, the Former Manager exercised all of its outstanding options granted in 2021. The outstanding 7,050,335 options were net settled for 0.9 million shares of common stock. The total intrinsic value of options exercised was $9.94 million for the year ended December 31, 2024. There were no options exercised in 2023 or 2022.


Recipient	Date of Grant(A)	Number of Unexercised Options	Options Exercisable as of December 31, 2024	Weighted-Average Exercise Price(B)		Intrinsic Value of Exercisable Options as of December 31, 2024
Independent Directors	Various(C)	2,000	2,000	$	10.70	$	—
Former Manager	2017	1,130,916	1,130,916	12.84		—
Former Manager	2018	5,320,000	5,320,000	15.57		—
Former Manager	2019	6,351,000	6,351,000	14.95		—
Former Manager	2020	1,619,739	1,619,739	16.30		—
Outstanding		14,423,655	14,423,655	$	15.16

In November 2023, the Company established the Sculptor Capital Management Inc. Long-Term Incentive Plan (“LTIP”) to attract, retain and provide incentives and rewards for service or performance to grantees to participate in the long-term growth and financial success of Sculptor. One million profit units (“LTIP Profit Units”) are authorized for issuance under the LTIP.

The LTIP Profit Units have an end date of December 31, 2028 (“End Date”) through which the LTIP Profit Units will vest subject to a service condition and the achievement of a specified minimum performance internal rate of return (“IRR”) hurdle. The LTIP Profit Units’ service condition is satisfied in three equal installments on each of the third, fourth and fifth anniversaries of the grant date. Once vested, each LTIP Profit Unit represents a right to participate in distributions from

Sculptor in accordance with a distribution waterfall dependent on the achieved performance IRR and the value realized by the Company in a monetization event or the End Date, whichever is earlier. In case of a monetization event or End Date, the vested awards are settled in cash.

LTIP Profit Units are liability-classified equity-based awards due to a cash settlement feature. As such, the fair value of these awards is initially determined at the date of grant and is remeasured at each reporting period until settlement. Compensation expense is recognized on an accelerated basis (i.e., each tranche is recognized over its respective service period), over the requisite service period to the extent the performance condition is met or deemed probable. The requisite service period for these awards was estimated to be 5 years at the time of the grant.

The Company calculates the fair value of the LTIP Profit Units at each reporting date using the risk-neutral Monte Carlo simulation pricing model which estimates the fair value of the LTIP Profit Units set over the expected term until the expected monetization event, using the risk-free interest rate and the expected volatility as inputs. The volatility used is based on historical volatility of peer companies, adjusted for size and leverage. The assumptions used are noted in the table below:

The weighted-average grant-date fair value of LTIP Profit Units granted was $63.34 and $66.03 for the years ended December 31, 2024 and 2023, respectively. No LTIP Profit Units were granted for the year ended December 31, 2022, as the LTIP was established in November 2023. As of December 31, 2024, total unrecognized compensation expense related to LTIP Profit Units was $18.6 million, with a weighted-average amortization period of 3.0 years. No LTIP Profit Units vested for the years ended December 31, 2024 and 2023.