SANTORO NICOLA JR 4
4 · Rithm Capital Corp. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Rithm Capital (RITM) CFO Nicola Santoro Jr. Receives Awards
What Happened Nicola Santoro Jr., Chief Financial Officer of Rithm Capital (RITM), received equity awards on January 30, 2026. The Form 4 reports five grant entries (transaction code A) totaling 8,315 units: 4,156 shares and four derivative awards of 838, 1,675, 988 and 658 units. All were granted at $0.00 (non‑cash awards/dividend-equivalent accruals) rather than open‑market purchases or sales.
Key Details
- Date of transaction: 2026-01-30; Form 4 filed 2026-02-03 (timely, within two business days).
- Transaction type/code: A = Award/Grant; reported price $0.00.
- Total units granted: 8,315 (4,156 direct + 4,159 derivative units).
- Shares owned after transaction: total holdings not fully specified in the excerpt; filing notes include 202,353 unvested restricted stock units (footnote F2).
- Notable footnotes:
- F1/F4 — dividend equivalent rights accrued on existing time‑ and performance‑based RSUs/Class B Profits Units; these dividend equivalents vest on same schedule and terms as the underlying awards.
- F3/F5–F8 — many derivative items are Class B Profits Units of Rithm Capital Management LLC (RCM) that are exchangeable 1-for-1 into Rithm common stock once vested and after sufficient profits are allocated; vesting schedules and performance conditions are detailed (including staggered vesting and performance‑based tranches with certain tranches satisfied as of Jan 20, 2026).
- No cash changed hands; these are compensation/retention awards, not market purchases or sales.
Context These entries reflect non‑cash compensation (restricted stock unit accruals, dividend equivalents and profits‑interest units) typical for executives. Class B Profits Units are derivative interests convertible into common stock only after vesting and allocation of profits, so they do not immediately increase freely tradable shares. Awards signal management compensation actions but are not the same signal as an insider purchasing stock in the open market. Transaction code A = Award/Grant.
Insider Transaction Report
Form 4
SANTORO NICOLA JR
Chief Financial Officer
Transactions
- Award
Common Stock
[F1][F2]2026-01-30+4,156→ 282,167 total - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F5]2026-01-30+838→ 59,519 total→ Common Stock (838 underlying) - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F6]2026-01-30+1,675→ 81,594 total→ Common Stock (1,675 underlying) - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F7]2026-01-30+988→ 48,107 total→ Common Stock (988 underlying) - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F8]2026-01-30+658→ 32,068 total→ Common Stock (658 underlying)
Footnotes (8)
- [F1]Represents dividend equivalent rights accrued on existing time-based and performance-based restricted stock units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
- [F2]Includes 202,353 unvested restricted stock units.
- [F3]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.
- [F4]Represents dividend equivalent rights accrued on existing Class B Profits Units, the grant of which was previously reported, in connection with the Issuer's quarterly dividend. Such dividend equivalent Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
- [F5]Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on March 15, 2024, which will vest in three equal annual installments on March 15 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.
- [F6]Reflects a profits interest award in the form of Class B Profits Units in RCM earned based on annual return on equity for the 2024 and 2025 performance periods. As of January 20, 2026, performance-based criteria have been satisfied for 2 of the 3 tranches, which will vest on February 23, 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units are 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]Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 24, 2025, which will vest in three equal annual installments on February 24 of each of 2026, 2027 and 2028, 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.
- [F8]Represents Class B Profits Units in RCM earned based on annual return on equity for the 2025 performance period. As of January 20, 2026, performance-based criteria have been satisfied for 1 of the 3 tranches, which will vest on February 24, 2028, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units are 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
Signature
/s/ Nicola Santoro, Jr.|2026-02-03