Form 4: Rithm Capital CFO Boosts Stake Via Equity Awards

Rithm Capital Corp.'s Chief Financial Officer, Nicola Santoro Jr., increased his beneficial ownership through the acquisition of dividend equivalent rights on restricted stock units and Class B Profits Units.

Summary

• Chief Financial Officer Nicola Santoro Jr. acquired 4,156 shares of Common Stock on January 30, 2026, representing dividend equivalent rights accrued on existing time-based and performance-based restricted stock units.
• Acquired 838 Class B Profits Units of Rithm Capital Management LLC (RCM) on January 30, 2026, representing dividend equivalent rights on existing units.
• Acquired 1,675 Class B Profits Units of RCM on January 30, 2026, representing dividend equivalent rights on existing units.
• Acquired 988 Class B Profits Units of RCM on January 30, 2026, representing dividend equivalent rights on existing units.
• Acquired 658 Class B Profits Units of RCM on January 30, 2026, representing dividend equivalent rights on existing units.
• These Class B Profits Units are exchangeable into Rithm Capital Common Stock on a one-for-one basis after they have become vested and a sufficient amount of profits have been allocated.
• Total beneficial ownership of Common Stock following these transactions is 282,167 shares, which includes 202,353 unvested restricted stock units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as the CFO is increasing his beneficial ownership, albeit through routine compensation mechanisms like dividend equivalent rights, which aligns his interests with shareholders.

Positives

• Chief Financial Officer Nicola Santoro Jr. increased his beneficial ownership in Rithm Capital Corp. through the acquisition of 4,156 shares of Common Stock and 4,159 Class B Profits Units.
• The acquisitions are primarily dividend equivalent rights on existing equity awards, indicating continued accumulation of equity based on company performance and dividends.
• A significant portion of the CFO's holdings (202,353 unvested restricted stock units and various Class B Profits Units) are subject to vesting schedules and performance criteria, aligning management's interests with long-term shareholder value.
• Performance-based criteria for some Class B Profits Units have been satisfied (2 of 3 tranches for 1,675 units, 1 of 3 tranches for 658 units), indicating achievement of internal targets.

Future Outlook

The vesting schedules for the acquired dividend equivalent rights and Class B Profits Units extend into 2027 and 2028, contingent on the CFO's continued employment and, for some units, satisfaction of performance-based criteria.

Industry Context

StockSavvy.ai notes that insider transactions, such as those reported in Form 4 filings, provide insights into management's confidence in the company's future prospects. The accumulation of equity through dividend equivalent rights is a common mechanism in executive compensation, aligning interests with long-term shareholder returns.

Stakeholder Impact

• Shareholders: Increased alignment of the CFO's interests with shareholder value through equity accumulation.
• Employees: The vesting conditions tied to continued employment incentivize retention of key executives.

Next Steps

• Vesting of Class B Profits Units on March 15, 2025, 2026, and 2027 (for units granted March 15, 2024).
• Vesting of performance-based Class B Profits Units on February 23, 2027 (for 2 of 3 tranches).
• Vesting of Class B Profits Units on February 24, 2026, 2027, and 2028 (for units granted February 24, 2025).
• Vesting of performance-based Class B Profits Units on February 24, 2028 (for 1 of 3 tranches).
• Exchange of vested Class B Profits Units into Common Stock on a one-for-one basis after vesting and sufficient profit allocation.

Key Dates

Recommendation

The filing details routine compensation-related equity awards to the Chief Financial Officer, Nicola Santoro Jr., primarily through dividend equivalent rights on existing restricted stock units and Class B Profits Units. While these transactions increase the CFO's beneficial ownership and align his interests with shareholders, they do not represent discretionary open market purchases or sales that would typically signal a strong change in management's outlook. Therefore, the filing itself does not provide new information warranting a change from a 'hold' position, but rather confirms ongoing executive compensation practices.

Keywords

Rithm Capital, RITM, Form 4, insider transaction, beneficial ownership, CFO, equity awards, restricted stock units, Class B Profits Units, dividend equivalent rights