SANTORO NICOLA JR 4

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.