Form 4: Rithm Capital CEO Nierenberg Reports Equity Holdings Update

Rithm Capital Corp.'s CEO, Michael Nierenberg, reported an update to his beneficial ownership, primarily reflecting accrual of dividend equivalent rights on existing equity awards.

Summary

• Michael Nierenberg, CEO and Director of Rithm Capital Corp., reported changes in his beneficial ownership of company securities.
• On January 30, 2026, Nierenberg acquired 29,098 shares of Common Stock, representing dividend equivalent rights accrued on existing time-based and performance-based restricted stock units.
• He also acquired a total of 67,630 Class B Profits Units of Rithm Capital Management LLC (RCM) on January 30, 2026, representing dividend equivalent rights accrued on existing Class B Profits Units.
• These dividend equivalent units and Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as their underlying awards.
• Post-transaction, Nierenberg directly beneficially owns 2,217,486 shares of Common Stock, which includes 1,416,543 unvested restricted stock units.
• Indirect beneficial ownership of Common Stock includes 56,287 shares by a Trust for Children, 301,548 shares by a Trust for Son, 130,458 shares by a 2019 GRAT, 23,850 shares as Custodian for Daughter, and 24,400 shares as Custodian for Son.
• Post-transaction, Nierenberg beneficially owns 319,888 Class B Profits Units related to a March 15, 2024 grant, 1,973,404 Class B Profits Units related to 2024 and 2025 performance periods, 274,905 Class B Profits Units related to a February 24, 2025 grant, and 824,717 Class B Profits Units related to the 2025 performance period.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it indicates the CEO's continued accumulation of equity through compensation, aligning his interests with long-term shareholder value, and the satisfaction of performance criteria for some awards.

Positives

• The accrual of dividend equivalent rights on existing equity awards indicates ongoing value generation from previously granted compensation.
• Performance-based criteria for 2 of 3 tranches of Class B Profits Units for the 2024 and 2025 performance periods have been satisfied as of January 20, 2026.
• Performance-based criteria for 1 of 3 tranches of Class B Profits Units for the 2025 performance period have been satisfied as of January 20, 2026.
• The continued accumulation of equity by the CEO through compensation aligns his interests with long-term shareholder value.

Risks

• Vesting of all reported equity awards (restricted stock units and Class B Profits Units) is contingent upon Michael Nierenberg's continued employment with the Issuer.

Future Outlook

The future outlook for these equity awards is tied to specific vesting schedules, with installments occurring annually through March 2027 for some awards and February 2028 for others. Vesting is contingent on Michael Nierenberg's continued employment with Rithm Capital Corp. Additionally, Class B Profits Units are exchangeable into Common Stock on a one-for-one basis after vesting and allocation of sufficient profits.

Management Comments

• Dividend equivalent rights accrued on existing time-based and performance-based restricted stock units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
• Class B Profits Units of Rithm Capital Management LLC 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 individual award agreements.
• Dividend equivalent rights accrued on existing Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
• Profits interest awards in the form of Class B Profits Units will vest in equal annual installments, contingent on continued employment, and are exchangeable into Common Stock after vesting and sufficient profit allocation.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for corporate insiders, detailing changes in their beneficial ownership. The accrual of dividend equivalent rights on equity awards is a standard feature of many executive compensation plans, particularly in the financial services sector, designed to align executive interests with shareholder returns and incentivize long-term performance and retention.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's interests with shareholder returns through equity ownership and performance-based awards, potentially fostering long-term value creation.

Next Steps

• Vesting of Class B Profits Units granted on March 15, 2024, in equal annual installments on March 15 of 2025, 2026, and 2027, contingent on continued employment.
• Vesting of Class B Profits Units earned based on 2024 and 2025 performance periods on March 15, 2027, contingent on continued employment.
• Vesting of Class B Profits Units granted on February 24, 2025, in equal annual installments on February 24 of 2026, 2027, and 2028, contingent on continued employment.
• Vesting of Class B Profits Units earned based on the 2025 performance period on February 24, 2028, contingent on continued employment.
• Exchangeability of vested Class B Profits Units into shares of Common Stock on a one-for-one basis after sufficient profits have been allocated.

Key Dates

Recommendation

This Form 4 primarily reports the routine accrual of dividend equivalent rights on existing equity awards and the satisfaction of performance criteria for some Class B Profits Units. While it demonstrates continued insider ownership and alignment with shareholder interests, it does not present new fundamental information that would significantly alter the investment thesis for Rithm Capital Corp. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals.

Keywords

Rithm Capital Corp, RITM, Michael Nierenberg, SEC Form 4, Beneficial Ownership, Insider Trading, Equity Awards, Restricted Stock Units, Dividend Equivalent Rights, Class B Profits Units, Corporate Governance