Form 4: Rithm Capital CEO Michael Nierenberg Reports Routine Stock Withholding for Tax Obligations

Rithm Capital Corp. CEO and Director Michael Nierenberg reported a transaction involving the withholding of 106,546 shares of common stock by the issuer to cover tax obligations related to restricted stock awards.

Summary

• On June 17, 2025, Michael Nierenberg, Chief Executive Officer and Director of Rithm Capital Corp. (RITM), reported a transaction involving the company's common stock.
• The transaction involved the disposition of 106,546 shares of common stock at a price of $11.29 per share.
• This disposition was identified as a 'F' transaction code, indicating shares withheld by the Issuer to satisfy tax withholding requirements in connection with the settlement of restricted stock awards.
• The filing explicitly states that this transaction does not represent a sale by the reporting person.
• Following this transaction, Michael Nierenberg directly beneficially owns 990,842 shares of common stock, which includes 189,899 unvested restricted stock units.
• Additionally, Mr. Nierenberg indirectly beneficially owns shares through various trusts and custodianships: 56,287 shares by Trust for Children, 301,548 shares by Trust for Daughter, 301,548 shares by Trust for Son, 130,458 shares by 2019 GRAT, 23,850 shares as Custodian for Daughter, and 24,400 shares as Custodian for Son.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the document reports a routine, non-discretionary tax withholding transaction, which is neither inherently positive nor negative for the company's operational or financial outlook.

Positives

• The transaction is a routine tax withholding, indicating the vesting of restricted stock awards, which is a positive event for the executive as it represents compensation becoming fully owned.
• The fact that it is a tax withholding and not a discretionary sale by the CEO can be viewed positively, as it does not signal a lack of confidence in the company's future.

Negatives

• No specific negative aspects are identified as this is a routine, non-discretionary transaction for tax purposes.

Risks

• The document itself, being a Form 4, does not detail specific company risks. It only reports an insider transaction.

Future Outlook

The Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing is a standard regulatory disclosure of an insider stock transaction and does not provide broader industry context or trends. Such tax-related withholdings are common for executives receiving equity compensation.

Related Party Transactions

• The withholding of shares by the Issuer (Rithm Capital Corp.) to satisfy tax obligations for its CEO, Michael Nierenberg, is a transaction between a related party (executive) and the company.

Stakeholder Impact

• Shareholders: Minimal direct impact, as it's a routine administrative transaction and not a discretionary sale by the CEO.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Keywords

Rithm Capital Corp., RITM, Michael Nierenberg, SEC Form 4, Insider Transaction, Stock Ownership, Tax Withholding, Restricted Stock Units, CEO, Director