Nierenberg Michael 4
4 · Rithm Capital Corp. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Rithm Capital (RITM) CEO Michael Nierenberg Receives Award
What Happened
- Michael Nierenberg, CEO of Rithm Capital (RITM), was granted/credited a total of 96,728 award-related units on 2026-01-30. The filing lists five entries: 29,098 shares (RSU style) and four derivative entries of 4,504; 40,538; 5,647; and 16,941 units. All were recorded at $0.00 (awards/credits), not purchases or sales.
Key Details
- Transaction date: January 30, 2026. Form 4 filed February 3, 2026 (timely within the 2-business-day rule).
- Price: $0.00 — these are awards/dividend-equivalent/ profits-interest units, not cash transactions.
- Total units received: 96,728 (29,098 + 4,504 + 40,538 + 5,647 + 16,941).
- Footnote highlights:
- F1/F4: Some units represent dividend-equivalent rights tied to existing time- and performance-based RSUs or profits units; they vest on same schedules as underlying awards.
- F2: Filing notes 1,416,543 unvested restricted stock units are included (per the filing).
- F3/F5–F8: Several entries are Class B Profits Units in Rithm Capital Management LLC (RCM) that are exchangeable one-for-one into Rithm Capital common shares after vesting and after sufficient profits have been allocated. Vesting schedules and performance conditions apply; some performance-based tranches have already satisfied criteria for certain periods (see F6 and F8).
- Shares owned after transaction: the filing primarily reports newly granted/credited units and related footnotes (see F2 for unvested RSU count).
- Filing status: timely (not marked late).
Context
- These awards are retention/performance-linked grants and many are derivative profits-interest units that only convert to common stock on a one-for-one basis after vesting and profit allocation. Dividend-equivalent units mirror the vesting and terms of the underlying awards. Because vesting and performance conditions apply, these grants do not represent an immediate open-market purchase or sale.
Insider Transaction Report
Form 4
Nierenberg Michael
DirectorChief Executive Officer
Transactions
- Award
Common Stock
[F1][F2]2026-01-30+29,098→ 2,217,486 total - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F5]2026-01-30+4,504→ 319,888 total→ Common Stock (4,504 underlying) - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F6]2026-01-30+40,538→ 1,973,404 total→ Common Stock (40,538 underlying) - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F7]2026-01-30+5,647→ 274,905 total→ Common Stock (5,647 underlying) - Award
Class B Profits Units of Rithm Capital Management LLC
[F3][F4][F8]2026-01-30+16,941→ 824,717 total→ Common Stock (16,941 underlying)
Holdings
- 56,287(indirect: By Trust)
Common Stock
- 301,548(indirect: By Trust)
Common Stock
- 130,458(indirect: By 2019 GRAT)
Common Stock
- 23,850(indirect: Custodian for Daughter)
Common Stock
- 24,400(indirect: Custodian for Son)
Common Stock
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 1,416,543 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 March 15, 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., as attorney-in-fact for Michael Nierenberg|2026-02-03