SANTORO NICOLA JR 4

What Happened
Nicola Santoro, Chief Financial Officer of Rithm Capital Corp. (RITM), was granted 82,703 Class B Profits Units on February 20, 2026. The units were awarded at $0.00 (no cash paid) and are a derivative award rather than immediate shares of common stock. The reported grant has a reported acquisition value of $0 because these are units that may convert into common stock after vesting and allocation of profits.

Key Details

• Transaction date: February 20, 2026. Filing date: March 9, 2026.
• Award: 82,703 Class B Profits Units (derivative) reported as Grant (code A) at $0.00; reported dollar value $0.
• Vesting: Units vest in three equal annual installments on Feb 20 of 2027, 2028 and 2029, subject to continued employment. (See footnote F2.)
• Conversion: Class B Profits Units are exchangeable one-for-one into Rithm Capital common stock after vesting and once a sufficient amount of profits has been allocated to the unit holder. (See footnote F1.)
• Shares owned after transaction: Not disclosed in this filing.
• Taxes / withholding: No tax withholding or share-for-tax withholding reported in this Form 4.
• Timeliness: The Form 4 was filed about 17 days after the transaction date; Form 4s are generally required within 2 business days, so this appears to be a late filing.

Context
This was an award of a profits-interest/long-term incentive unit, not an open-market purchase or sale. These Class B Profits Units do not represent immediately tradable shares; they convert into common stock only if (1) they vest and (2) sufficient profits are allocated to permit exchange. Awards like this are routine components of executive compensation and are distinct from immediate insider buys (which can be interpreted as a direct personal investment) or sales.