Form 4: Rithm Capital CEO Michael Nierenberg Reports Changes in Beneficial Ownership
SEC Form 4
Michael Nierenberg, CEO of Rithm Capital Corp., reports acquisition of dividend equivalent rights and adjustments to beneficial ownership of common stock and Class B Profits Units.
Summary
- Michael Nierenberg, the CEO of Rithm Capital Corp., filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
- On November 1, 2024, Nierenberg acquired 8,470 shares of common stock representing dividend equivalent rights accrued on existing time-based restricted stock units.
- He directly owns 1,175,628 shares of common stock, which includes 363,566 unvested restricted stock units and 192,678 unvested shares of restricted stock.
- Nierenberg also indirectly owns shares through various trusts for his children, a daughter, a son, a 2019 GRAT, and as custodian for his daughter and son.
- Additionally, he acquired 6,883 Class B Profits Units of Rithm Capital Management LLC, representing dividend equivalent rights accrued on existing units.
- He directly owns 295,452 Class B Profits Units, which can be exchanged for common stock on a one-for-one basis under certain conditions.
Sentiment
Score: 6
Explanation: The document is neutral in tone, simply reporting transactions. The acquisition of dividend equivalent rights is a slightly positive signal, suggesting continued alignment of interests.
Positives
- The acquisition of dividend equivalent rights in the form of common stock and Class B Profits Units suggests continued alignment of the CEO's interests with those of the shareholders.
- The CEO's significant direct ownership of common stock demonstrates a strong commitment to the company's success.
Future Outlook
The Class B Profits Units will vest in three equal annual installments on March 15 of each of 2025, 2026 and 2027, contingent upon continued employment.
Industry Context
Form 4 filings are a routine part of corporate governance, providing transparency into the trading activities of company insiders. This filing indicates changes in the CEO's holdings, which can be of interest to investors.
Comparison to Industry Standards
- Comparing Nierenberg's holdings and transactions to those of CEOs at similar REITs (e.g., Starwood Property Trust, Annaly Capital Management) would provide context on the scale of his investment in Rithm Capital.
- Analyzing the vesting schedules and terms of his equity awards against industry norms for executive compensation would offer further insight.
Stakeholder Impact
- The reported changes in beneficial ownership may influence investor sentiment regarding the CEO's commitment to the company.
- Employees may view the vesting of equity awards as a positive sign of the company's performance and their own potential for future compensation.
Key Dates
| Date | Description |
|---|---|
| 11/01/2024 | Date of transaction for common stock and Class B Profits Units acquisition. |
| 03/15/2024 | Date of original Class B Profits Units grant. |
| 03/15/2025 | First vesting date for Class B Profits Units. |
| 03/15/2026 | Second vesting date for Class B Profits Units. |
| 03/15/2027 | Third vesting date for Class B Profits Units. |
| 11/06/2024 | Date of signature for the Form 4 filing. |
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