Form 4: Rithm Capital CFO Awarded Performance Equity

Rithm Capital Corp.'s CFO, Nicola Santoro Jr., received significant performance-based equity awards, including restricted stock units and Class B Profits Units, following the satisfaction of return on equity targets.

Summary

• Nicola Santoro Jr., Chief Financial Officer of Rithm Capital Corp. (RITM), acquired 169,885 shares of Common Stock on January 20, 2026, through performance-based restricted stock units (RSUs).
• These RSUs were earned based on the company's three-year average annual return on equity (ROE) for the period January 1, 2023, to December 31, 2025, with performance criteria certified as satisfied by the Compensation Committee.
• The 169,885 Common Stock units include 38,583 dividend equivalent rights and are scheduled to vest on February 21, 2026.
• Following this transaction, Santoro beneficially owns 278,011 shares of Common Stock, which includes 198,197 unvested restricted stock units.
• Santoro also acquired 39,961 Class B Profits Units and 31,410 Class B Profits Units in Rithm Capital Management LLC (RCM) on January 20, 2026.
• These Class B Profits Units are exchangeable into Rithm Capital Corp. Common Stock on a one-for-one basis and were earned based on annual ROE for the 2025 performance period.
• Performance criteria for the 39,961 units were satisfied for 2 of 3 tranches, and for the 31,410 units, performance criteria were satisfied for 1 of 3 tranches, as certified by the Compensation Committee.
• The Class B Profits Units include 11,386 and 1,976 dividend equivalent rights, respectively, and will be exchangeable after vesting and sufficient profit allocation.

Sentiment

Score: 7

Explanation: The sentiment is positive as the awards signify that the company met its internal performance targets (Return on Equity) for the specified periods, leading to the vesting of executive compensation. This indicates successful operational performance relative to internal goals.

Positives

• Performance-based restricted stock units (169,885 shares) were earned due to the satisfaction of the three-year average annual return on equity targets for the period ending December 31, 2025.
• Class B Profits Units (totaling 71,371 units) were earned based on the annual return on equity for the 2025 performance period, with performance criteria satisfied for multiple tranches.
• The Compensation Committee certified that the performance-based criteria for both the RSUs and Class B Profits Units have been met, indicating successful achievement of internal financial goals.

Future Outlook

The performance-based restricted stock units are scheduled to vest on February 21, 2026. Class B Profits Units will be exchangeable into Common Stock after they have become vested and a sufficient amount of profits have been allocated to the holder.

Management Comments

• Nicola Santoro Jr. received performance-based equity awards, including restricted stock units and Class B Profits Units, reflecting the achievement of specified return on equity targets over the relevant performance periods.

Industry Context

This filing details routine executive compensation in the form of performance-based equity awards, a common practice in the financial services industry to align management incentives with shareholder returns. The use of Return on Equity as a performance metric is standard for financial institutions like Rithm Capital Corp.

Corporate Governance

Stakeholder Impact

• Shareholders: The awards indicate that the company met its internal Return on Equity targets, which could be viewed positively as a sign of management's performance.
• Employees (specifically the CFO): Nicola Santoro Jr. benefits directly from the vesting of significant equity awards, representing a substantial portion of his compensation tied to company performance.

Next Steps

• The 169,885 performance-based restricted stock units will vest on February 21, 2026.
• The Class B Profits Units will become exchangeable into Common Stock after they have vested and a sufficient amount of profits have been allocated to the holder.

Key Dates

Keywords

Rithm Capital, RITM, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Class B Profits Units, Equity Award, Chief Financial Officer, Return on Equity