Nierenberg Michael 4

What Happened

• Michael Nierenberg, CEO of Rithm Capital Corp. (RITM), was granted/received three performance-based awards on January 20, 2026: 1,189,241 restricted stock units (RSUs) and two sets of derivative Class B Profits Units totaling 966,433 and 807,776 units. All awards were reported as acquired at $0.00 (no cash paid) and reflect performance-based awards that were certified by the Compensation Committee on January 20, 2026. The combined total of these reported awards is 2,963,450 units.
• The performance-based RSUs have been certified as earned for the 2023–2025 performance period and will vest on February 21, 2026. The Class B Profits Units are exchangeable into Rithm Capital common stock on a one-for-one basis subject to vesting and sufficient profit allocations per plan terms.

Key Details

• Transaction date: 2026-01-20; Filing date (Form 4): 2026-01-22 (timely filing).
• Reported items and prices: 1,189,241 RSUs @ $0.00 (A); 966,433 Class B Profits Units @ $0.00 (A, derivative); 807,776 Class B Profits Units @ $0.00 (A, derivative).
• Dividend equivalents: the RSU award includes 270,125 dividend-equivalent rights; the profits-unit awards include additional dividend-equivalent units (per footnotes).
• Performance certification: awards were earned based on return-on-equity metrics for the 2025/performance period(s) as certified by the Compensation Committee; some profits-unit tranches had 2-of-3 or 1-of-3 tranches satisfied per footnotes.
• Vesting/exchange mechanics: RSUs vest Feb 21, 2026; Class B Profits Units become exchangeable into common stock one-for-one after vesting and when sufficient profits are allocated under the Rithm Capital Management LLC LTIP.
• Shares owned after transaction: the filing reports related unvested units (e.g., includes 1,387,445 unvested RSUs per footnote), but the total beneficial ownership figure was not provided here.

Context

• These are performance-based awards (transaction code A = award/grant), not open-market purchases or sales. Awards reported at $0 cost reflect compensation, not an out-of-pocket acquisition by the insider.
• Class B Profits Units are derivative awards tied to a subsidiary’s profit allocation and are exchangeable into common stock only after vesting and required profit conditions are met; they are not immediate common-stock holdings until exchanged.