Nicola Santoro Jr., Chief Financial Officer of Rithm Capital Corp. (NYSE:RITM), filed a Form 4 on October 30, 2026, reporting the acquisition of Class B Profits Units of Rithm Capital Management LLC across five separate award entries, all dated October 30, 2026.

Key Highlights

  • Reporting person: Nicola Santoro Jr., identified in the filing as Chief Financial Officer of Rithm Capital Corp.
  • Transaction type: All five transactions carry code "A" (acquired), each at a price of $0, representing dividend equivalent rights accrued on existing Class B Profits Units.
  • Units acquired: 570, 2,281, 897, 897, and 2,312 Class B Profits Units, totaling 6,957 units across five award entries on October 30, 2026.
  • Beneficial ownership following transactions: Post-transaction totals for the five awards are 61,139, 88,079, 50,656, 34,618, and 89,277 units, each held directly.
  • Exchangeability: According to the filing, Class B Profits Units will be exchangeable into shares of Rithm Capital Corp. common stock on a one-for-one basis once vested and after sufficient profits have been allocated.
  • Vesting conditions: The filing states that vesting across all awards is contingent on continued employment with the issuer, with schedules tied to original grant dates ranging from February 2024 through February 2026.

Dividend Equivalent Units Accrue for Rithm Capital CFO Across Five Awards

According to the filing, each of the five acquired unit amounts 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." The filing further states that "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." All five transactions were recorded at a price of $0.

The five underlying awards span multiple original grant dates. The filing describes awards originally granted on February 23, 2024 (vesting in three annual installments through 2027), February 24, 2025 (vesting through 2028), and February 20, 2026 (vesting through 2029). Two additional awards are performance-based, tied to annual return on equity for the 2024 and 2025 performance periods, with the filing noting that performance-based criteria were satisfied for 2 of 3 tranches as of January 20, 2026 for one award, and 1 of 3 tranches for another. Rithm Capital Corp. is a real estate and financial services company whose management entity, Rithm Capital Management LLC, administers the Long Term Incentive Plan under which these units are issued.

The filing states that Class B Profits Units of Rithm Capital Management LLC "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," but only after units have vested and a sufficient amount of profits have been allocated to the holder.

What Was Disclosed

Nicola Santoro Jr., CFO of Rithm Capital Corp. (NYSE:RITM), reported the acquisition of 6,957 Class B Profits Units of Rithm Capital Management LLC on October 30, 2026, all at $0, representing dividend equivalents accrued on previously granted awards subject to continued-employment vesting conditions.