0001591719-25-000015.txt : 20250804 0001591719-25-000015.hdr.sgml : 20250804 20250804163544 ACCESSION NUMBER: 0001591719-25-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250731 FILED AS OF DATE: 20250804 DATE AS OF CHANGE: 20250804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nierenberg Michael CENTRAL INDEX KEY: 0001591719 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35777 FILM NUMBER: 251180890 MAIL ADDRESS: STREET 1: 799 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rithm Capital Corp. CENTRAL INDEX KEY: 0001556593 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 453449660 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 799 BROADWAY CITY: New York STATE: NY ZIP: 10003 BUSINESS PHONE: (212) 850-7770 MAIL ADDRESS: STREET 1: 799 BROADWAY CITY: New York STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: New Residential Investment Corp. DATE OF NAME CHANGE: 20121227 FORMER COMPANY: FORMER CONFORMED NAME: New Residential Investment LLC DATE OF NAME CHANGE: 20121214 FORMER COMPANY: FORMER CONFORMED NAME: Spinco Inc. DATE OF NAME CHANGE: 20120821 4 1 wk-form4_1754339739.xml FORM 4 X0508 4 2025-07-31 0 0001556593 Rithm Capital Corp. RITM 0001591719 Nierenberg Michael 799 BROADWAY 8TH FLOOR NEW YORK NY 10003 1 1 0 0 Chief Executive Officer 0 Common Stock 2025-07-31 4 A 0 3897 0 A 994739 D Common Stock 56287 I By Trust for Children Common Stock 301548 I By Trust for Daughter Common Stock 301548 I By Trust for Son Common Stock 130458 I By 2019 GRAT Common Stock 23850 I Custodian for Daughter Common Stock 24400 I Custodian for Son Class B Profits Units of Rithm Capital Management LLC 2025-07-31 4 A 0 4223 0 A Common Stock 4223 310608 D Class B Profits Units of Rithm Capital Management LLC 2025-07-31 4 A 0 19005 0 A Common Stock 19005 944938 D Class B Profits Units of Rithm Capital Management LLC 2025-07-31 4 A 0 5295 0 A Common Stock 5295 263270 D 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. Includes 193,796 unvested restricted stock units. 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. 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. 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. 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. 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. /s/ Nicola Santoro Jr., as attorney-in-fact for Michael Nierenberg 2025-08-04