Form 4: Rithm Capital Corp. Executive Philip M. Sivin Reports Changes in Beneficial Ownership

Philip M. Sivin, Chief Legal Officer of Rithm Capital Corp., reports acquisition of dividend equivalent rights and correction of previously understated Class B Profit Units.

Summary

• On April 26, 2024, Philip M. Sivin, Chief Legal Officer of Rithm Capital Corp., reported changes in beneficial ownership.
• Sivin acquired 216 shares of common stock representing dividend equivalent rights accrued on existing time-based restricted stock units.
• Sivin also acquired 325 Class B Profits Units of Rithm Capital Management LLC, representing dividend equivalent rights.
• A correction was made to a previous filing on February 26, 2024, which understated the number of Class B Profit Units granted to Sivin by 2,920 units.
• The corrected total number of Class B Profit Units is 14,927.

Sentiment

Score: 7

Explanation: The document reflects routine transactions and a correction, indicating standard corporate governance practices. The acquisition of dividend equivalent rights is a positive sign of alignment between management and shareholders.

Positives

• The acquisition of dividend equivalent rights in the form of common stock and Class B Profits Units increases Sivin's stake in the company.
• The correction of the previously understated Class B Profit Units demonstrates transparency and accuracy in reporting.

Future Outlook

The Class B Profits Units will vest in three equal annual installments on February 23 of each of 2025, 2026 and 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis after they have become vested and a sufficient amount of profits have been allocated to the holder of the Class B Profits Units.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by a company executive, which is standard practice for publicly traded companies. It provides transparency to investors regarding the holdings of key personnel.

Comparison to Industry Standards

• Form 4 filings are a standard requirement for officers, directors, and principal stockholders of publicly traded companies in the U.S., as mandated by Section 16(a) of the Securities Exchange Act of 1934.
• Companies like Blackstone, Apollo Global Management, and Ares Management also have their executives file similar forms when there are changes in their holdings.
• The reporting requirements and timelines are consistent across the industry, ensuring a level playing field for investors.

Stakeholder Impact

• The disclosure provides transparency to shareholders regarding the holdings of a key executive.
• The correction of the previous filing ensures accurate information for investors.

Key Dates