Zeiden David 4

What Happened
David Zeiden, Chief Legal Officer of Rithm Capital Corp. (RITM), was granted two derivative awards on 2026-01-30 totaling 783 Class B Profits Units (470 and 313 units). The grants are recorded at $0 and are derivative profits‑interest units in Rithm Capital Management LLC that can be exchanged one-for-one for Rithm common stock subject to vesting and profit allocation.

Key Details

• Transaction date: 2026-01-30; Form 4 filed: 2026-02-03 (timely).
• Awards: 470 units (A) and 313 units (A) — total 783 Class B Profits Units; reported acquisition price $0 (derivative).
• Shares owned after transaction: not specified in the filing.
• Footnotes (summary):
  • F1: Class B Profits Units are exchangeable into Issuer common shares on a one-for-one basis under the LTIP and award agreement.
  • F2: One grant represents dividend-equivalent units accrued on existing Class B units; these vest on the same schedule as the underlying awards.
  • F3: A profits-interest award from Feb 24, 2025 vests in three equal annual installments on Feb 24 of 2026, 2027 and 2028, contingent on continued employment and sufficient profit allocations.
  • F4: Performance-based units tied to 2025 ROE — one of three tranches has been satisfied (as of Jan 20, 2026); that tranche will vest Feb 24, 2028 if employment continues and profits are allocated.

Context
These are compensation awards (derivative profits units), not open‑market purchases or sales. They do not convert into common shares immediately — conversion requires vesting and a sufficient allocation of profits — so they reflect future potential equity rather than an immediate transfer of publicly traded shares.