Michael Nierenberg, Chief Executive Officer and Director of Rithm Capital Corp., filed a Form 4 on November 3, 2026, disclosing the acquisition of five tranches of Class B Profits Units of Rithm Capital Management LLC on October 30, 2026, representing dividend equivalent rights accrued on existing awards in connection with the issuer's quarterly dividend.

Key Highlights

  • Reporting person: Michael Nierenberg, Chief Executive Officer and Director of Rithm Capital Corp. (NYSE:RITM)
  • Transaction date: October 30, 2026; five separate acquisitions of Class B Profits Units of Rithm Capital Management LLC, each coded "A" (acquired)
  • Units acquired: 3,066; 55,188; 5,125; 23,064; and 7,929 Class B Profits Units across five tranches, totaling 94,372 units at a price of $0 each
  • Nature of acquisition: According to the filing, each acquisition "represents dividend equivalent rights accrued on existing Class B Profits Units" in connection with the issuer's quarterly dividend
  • Post-transaction holdings: Beneficial ownership following the reported transactions stands at 328,604; 2,130,298; 289,476; 890,285; and 306,096 units across the five respective tranches, all held directly
  • Exchangeability: The filing states these units are exchangeable into shares of Rithm Capital Corp. common stock on a one-for-one basis after vesting and after a sufficient amount of profits have been allocated to the holder
  • Vesting conditions: The dividend equivalent units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards to which they relate

Nierenberg's October 30 Dividend Equivalent Unit Acquisitions Across Five Award Tranches

According to the Form 4 filed with the SEC on November 3, 2026, Michael Nierenberg acquired Class B Profits Units of Rithm Capital Management LLC ("RCM") across five separate tranches on October 30, 2026. The filing states that each acquisition "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." All five transactions were coded "A" for acquired, and each carried a price of $0.

The five tranches relate to distinct underlying awards. The first tranche of 3,066 units corresponds to a profits interest award granted on March 15, 2024, vesting in three equal annual installments on March 15 of 2025, 2026, and 2027. The second tranche of 55,188 units relates to a performance-based award earned based on annual return on equity for the 2024 and 2025 performance periods, with performance-based criteria satisfied for two of three tranches as of January 20, 2026, vesting on March 15, 2027. The third tranche of 5,125 units corresponds to an award granted February 24, 2025, vesting in three equal annual installments on February 24 of 2026, 2027, and 2028.

The fourth tranche of 23,064 units relates to a performance-based award earned based on annual return on equity for the 2025 performance period, with criteria satisfied for one of three tranches as of January 20, 2026, vesting on February 24, 2028. The fifth tranche of 7,929 units corresponds to an award granted February 20, 2026, vesting in three equal annual installments on February 20 of 2027, 2028, and 2029. All awards require continued employment with the issuer through the applicable vesting dates. The filing states the units are exchangeable into Rithm Capital Corp. common stock on a one-for-one basis once vested and once sufficient profits have been allocated.

What Was Disclosed

Rithm Capital Corp. CEO Michael Nierenberg reported the acquisition of five tranches of Class B Profits Units of Rithm Capital Management LLC on October 30, 2026, each representing dividend equivalent rights on previously granted awards, at a price of $0 per unit, with all ownership held directly.