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4//SEC Filing

SANTORO NICOLA JR 4

Accession 0001571610-26-000005

CIK 0001556593other
View on SEC.govCompany Profile

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 5:01 PM ET

Size

11.9 KB

Accession

0001571610-26-000005

Research Summary

AI-generated summary of this filing

Updated

Rithm Capital CFO Nicola Santoro Receives Stock Awards

What Happened

  • Nicola Santoro, CFO of Rithm Capital Corp. (RITM), was granted performance-based awards on 2026-01-20 totaling 169,885 restricted stock units (RSUs) and two derivative awards of 39,961 and 31,410 units. All grants show an acquisition price of $0 (compensation awards), not open-market purchases or sales. The performance criteria for the RSUs were certified on 2026-01-20 and those RSUs will vest on 2026-02-21.

Key Details

  • Transaction date: 2026-01-20; Filing date (Form 4): 2026-01-22 (timely relative to the reported date).
  • Reported grants: 169,885 RSUs @ $0; 39,961 and 31,410 derivative/profit-unit awards @ $0. Combined ≈241,256 units reported on the Form 4.
  • Vesting/conditions:
    • The 169,885 RSUs are performance-based (3-year ROE metric for 2023–2025) certified by the Compensation Committee; vest on 2026-02-21. (Footnote: these reported amounts also include 38,583 dividend-equivalent rights and the filing shows 198,197 unvested RSUs overall.)
    • The derivative awards are Class B Profits Units in Rithm Capital Management LLC (RCM) earned for 2025 performance; some tranches were certified (one set: 2 of 3 tranches satisfied; another set: 1 of 3 tranches satisfied). These Class B units are exchangeable one-for-one into Rithm common stock after vesting and when sufficient profits are allocated. Dividend-equivalent units are included (11,386 and 1,976 in the respective groups).
  • Shares owned after transaction: the filing discloses unvested RSUs and exchangeable units (see figures above); no explicit total of owned common shares was provided in the excerpt.
  • Filing timeliness: filed two days after the transaction date; not indicated as late.

Context

  • These entries are awards/compensation (code A) and reflect performance certification rather than insider buying or selling. An acquisition price of $0 is typical for RSU/profit-unit grants. Class B Profits Units are derivative awards that may convert to common stock one-for-one after vesting and requisite profit allocation; they are subject to additional vesting/profit conditions beyond the certification noted here.

Insider Transaction Report

Form 4
Period: 2026-01-20
Rithm Capital Corp.RITM
SANTORO NICOLA JR
Chief Financial Officer
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-01-20+169,885→ 278,011 total
  • Award

    Class B Profits Units of Rithm Capital Management LLC

    [F4][F5][F6][F7]
    2026-01-20+39,961→ 79,919 total
    → Common Stock (39,961 underlying)
  • Award

    Class B Profits Units of Rithm Capital Management LLC

    [F4][F8][F6][F9]
    2026-01-20+31,410→ 31,410 total
    → Common Stock (31,410 underlying)
Footnotes (9)
  • [F1]Represents performance-based restricted stock units granted under the Rithm Capital Corp. Nonqualified Stock Option and Incentive Award Plan and earned based on the three-year average annual return on equity over the period starting January 1, 2023 and ending December 31, 2025, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, the performance-based criteria have been satisfied for all of the units, and the units will vest on February 21, 2026.
  • [F2]The reported amount also includes 38,583 dividend equivalent rights accrued with respect to the performance-based restricted stock units. Dividend equivalent performance-based restricted stock units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
  • [F3]Includes 198,197 unvested restricted stock units.
  • [F4]Class B Profits Units of Rithm Capital Management LLC ("RCM") 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 the individual award agreement.
  • [F5]Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches.
  • [F6]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.
  • [F7]The reported amount also includes 11,386 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
  • [F8]Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period, as certified by the Compensation Committee on January 20, 2026. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches.
  • [F9]The reported amount also includes 1,976 dividend equivalent rights accrued with respect to the earned Class B Profits Units. Dividend equivalent Class B Profits Units vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
Signature
/s/ Nicola Santoro, Jr.|2026-01-22

Documents

1 file

Issuer

Rithm Capital Corp.

CIK 0001556593

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Entity typeother

Related Parties

1
  • filerCIK 0001571610

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 5:01 PM ET
Size
11.9 KB
View on SEC.gov